Announcement on Signing a Conditional Share Subscription Agreement with a Specific Target and Connected Transaction

Securities Code: 002211

Securities Abbreviation: ST Hongda

Announcement No.: 2026-027

Shanghai Hongda New Material Co., Ltd.

Announcement on Signing a Conditional Share Subscription Agreement with a Specific Target and Connected Transaction

The Company and the Board of Directors guarantee that the information disclosed is true, accurate, and complete, and that there are no false records, misleading statements, or material omissions.

Special Reminders:

1. The target for the private placement of shares by Shanghai Hongda New Material Co., Ltd. (hereinafter referred to as the "Company") is Jubang (Urumqi) Technology Co., Ltd. (hereinafter referred to as "Jubang Technology"). Upon completion of this issuance, Jubang Technology will become the controlling shareholder of the Company. In accordance with the "Shenzhen Stock Exchange Stock Listing Rules" and other relevant regulations, its subscription for shares issued by the Company to specific targets and the signing of the conditional share subscription agreement with the Company constitute a connected transaction.

2. The matter of issuing shares to specific targets has been reviewed and approved by the Eleventh Meeting of the Seventh Board of Directors and the Third Special Meeting of Independent Directors in 2026. It is still subject to approval by the Company's shareholders' meeting, review by the Shenzhen Stock Exchange (hereinafter referred to as "SZSE"), and registration approval by the China Securities Regulatory Commission (hereinafter referred to as "CSRC"). The relevant matters are subject to uncertainty, and investors are kindly reminded to pay attention to investment risks.

I. Overview of Connected Transactions

On July 23, 2026, the Company signed the "Conditional Share Subscription Agreement for the Private Placement of A Shares by Shanghai Hongda New Material Co., Ltd. with Jubang (Urumqi) Technology Co., Ltd." (hereinafter referred to as the "Conditional Share Subscription Agreement") with Jubang Technology. In accordance with the "Shenzhen Stock Exchange Stock Listing Rules" and other relevant regulations, this issuance constitutes a connected transaction. This connected transaction matter has been reviewed and approved by the Eleventh Meeting of the Seventh Board of Directors and the Third Special Meeting of Independent Directors in 2026. It is still subject to submission to the Company's shareholders' meeting for review. The relevant proposals involving connected transactions in this issuance do not require the recusal of connected directors or connected shareholders during the review by the Board of Directors and the shareholders' meeting.

This connected transaction does not constitute a major asset restructuring or backdoor listing as defined by the "Measures for the Administration of Major Asset Restructuring of Listed Companies."

II. Basic Information of the Connected Party

(I) Introduction to the Connected Relationship

The target for this issuance is Jubang (Urumqi) Technology Co., Ltd. Upon completion of this issuance, Jubang (Urumqi) Technology Co., Ltd. will become the controlling shareholder of the listed company. In accordance with the "Shenzhen Stock Exchange Stock Listing Rules" and other relevant regulations, Jubang (Urumqi) Technology Co., Ltd.'s subscription for the shares issued in this issuance constitutes a connected transaction.

(II) Overview of the Connected Party