I. Overview of the Capital Reduction
(1) Basic Information
To further optimize the asset structure of Xinjiang Guotong Pipeline Co., Ltd. (hereinafter referred to as the "Company") and enhance resource allocation efficiency, in line with the Company's overall development strategy and operational needs, the Company has agreed to exit Anhui Zhuoliang New Materials Co., Ltd. (hereinafter referred to as "Anhui Zhuoliang") through a capital reduction. The registered capital of Anhui Zhuoliang will be reduced by 52.04 million RMB (51% of the pre-reduction registered capital). After the capital reduction is completed, the Company will no longer hold any equity in Anhui Zhuoliang, and Anhui Zhuoliang will no longer be a subsidiary within the Company's consolidated financial statements.
(2) Board Meeting Approval
On February 25, 2026, the Company held the 70th temporary meeting of the sixth board of directors, where the proposal regarding the capital reduction and exit from the controlling subsidiary was approved. Mr. Wang Chu, the vice chairman of the Company, abstained from voting due to his position as chairman of Anhui Zhuoliang, which presents a certain related party relationship. The proposal was ultimately passed with 7 votes in favor, 0 votes against, and 0 abstentions. According to the Shenzhen Stock Exchange Listing Rules and the Company's Articles of Association, this capital reduction falls within the authority of the board of directors and does not require submission to the shareholders' meeting for approval.
(3) No Related Party Transactions
This capital reduction does not involve related party transactions and does not constitute a major asset restructuring as defined by the "Measures for the Administration of Major Asset Restructuring of Listed Companies."
II. Basic Information of Anhui Zhuoliang
(1) Basic Information
- Company Name: Anhui Zhuoliang New Materials Co., Ltd.
- Unified Social Credit Code: 91340881399174503K
- Type: Other limited liability company
- Address: No. 10, Heping East Road, Tongcheng Economic Development Zone, Anhui Province
- Legal Representative: Du Changjie
- Registered Capital: 102.0408 million RMB
- Date of Establishment: May 22, 2014
- Business Scope: Professional contracting of construction projects; labor subcontracting for construction projects; design, production, sales, leasing, and installation of construction templates and scaffolding; research and technical consulting services for construction materials and equipment; research, design, manufacturing, leasing, and sales of construction machinery and equipment; engaged in import and export business (projects requiring approval must be approved by relevant departments before commencing operations).
(2) Recent Financial Data
As of December 31, 2024 (audited), Anhui Zhuoliang had total assets of 163.4804 million RMB, total liabilities of 37.7290 million RMB, and net assets of 125.7513 million RMB, with operating income of 10.4878 million RMB and a net profit of -2.44617 million RMB during the reporting period. As of September 30, 2025 (unaudited), Anhui Zhuoliang had total assets of 144.7467 million RMB, total liabilities of 33.4068 million RMB, and net assets of 111.3399 million RMB, with operating income of 253.87 thousand RMB and a net profit of -1.44114 million RMB.
(3) Credit Status
Anhui Zhuoliang is not a person subject to enforcement for dishonesty.