Securities Code: 002290 Securities Abbreviation: HeSheng New Material Announcement Number: 2026-022 Suzhou HeSheng New Material Co., Ltd. Announcement on Estimated Annual Related Party Transactions for 2026 The Company and the Board of Directors guarantee the truthfulness, accuracy, and completeness of the information disclosed and assume joint and several liability for any false representations, misleading statements, or material omissions therein. I. Basic Information on Related Party Transactions (I) Overview of Daily Related Party Transactions Shanghai HaiXi Technology Co., Ltd. (hereinafter referred to as "HaiXi Technology"), a subsidiary of Suzhou HeSheng New Material Co., Ltd. (hereinafter referred to as the "Company"), estimates that the total amount of daily related party transactions with Shanghai YiZhi Electronics Technology Co., Ltd. (hereinafter referred to as "YiZhi Electronics") will not exceed RMB 200 million in 2026. In 2025, the total amount of daily related party transactions between HaiXi Technology and YiZhi Electronics was RMB 31.60 million. On March 25, 2026, the Company's Seventh Board of Directors' Ninth Meeting deliberated and approved the "Proposal on Estimated Annual Related Party Transactions for 2026." On the same day, HaiXi Technology and YiZhi Electronics signed the "Annual Framework Procurement Agreement." (II) Categories and Amounts of Estimated Daily Related Party Transactions In 2026, HaiXi Technology, a subsidiary of the Company, plans to purchase components such as CPUs, servers, and other hardware and software products from YiZhi Electronics. The estimated total purchase order amount is capped at RMB 20 million (tax inclusive), subject to the actual transaction amount between the two parties. (III) Actual Occurrence of Daily Related Party Transactions in the Previous Year Unit: RMB million
| Transaction Category | Related Party | Transaction Content | Actual Amount | Actual Amount as % of Similar Business | Variance from Estimated Amount (%) | Disclosure Date and Index |
|---|---|---|---|---|---|---|
| Lease of Property | Suzhou Hexingchang Shangmao Co., Ltd. | Lease of office space | 219.47 | / | / | On June 6, 2019, on the Juchao Information Network, "Proposal on Property Lease and Related Party Transactions" (Announcement No.: 2019-065) |
| Material Procurement | YiZhi Electronics | Procurement of servers, etc. | 31.60 | / | / | / |
| Board of Directors' Explanation on Significant Differences Between Actual and Estimated Related Party Transactions (if applicable) | Applicable to Main Board | Not applicable | ||||
| Independent Directors' Explanation on Significant Differences Between Actual and Estimated Related Party Transactions (if applicable) | Not applicable | |||||
| II. Introduction to Related Parties and Related Party Relationships |
- Basic Information Related Party Name: Shanghai YiZhi Electronics Technology Co., Ltd. Legal Representative: Xu Ruohao Registered Capital: RMB 50.296585 million Address: Room 2601, No. 3000 North Zhongshan Road, Putuo District, Shanghai Main Business: YiZhi Electronics' main business is the research, development, design, and sales of high-end processors for servers, workstations, and other computing and storage devices, while also providing customers with rich chip product solutions. YiZhi Electronics positions itself as a high-end server processor chip design company, having completed the design of 3 generations of processor chips, with its current products recognized by many well-known terminal customers. YiZhi Electronics is one of the few companies in China that has commercially deployed ARM server processor chips, and its TF7000 series has achieved advanced domestic performance in actual tests. At the same time, YiZhi Electronics has completed product adaptation with several well-known domestic GPU R&D companies, establishing a stable cooperative relationship in computing servers and large model integrated machines. YiZhi Electronics is a core enterprise in the field of domestic processors, possessing advanced processor architecture, with products applied in various industries, aiming to design intelligent chips with advanced manufacturing processes. Most Recent Financial Data (Unaudited): As of December 31, 2025, YiZhi Electronics had total assets of RMB 142.2002 million, liabilities of RMB 75.0772 million, owners' equity of RMB 67.1230 million, operating income of RMB 78.8373 million, and total profit of RMB -9.56684 million.
- Related Party Relationship YiZhi Electronics is an investee company of the Company. The Company has appointed Mr. Luo Yinghua as a director of YiZhi Electronics. Currently, the industrial and commercial registration procedures for the change of directors of YiZhi Electronics have not yet been completed. According to Article 6.3.3 of the "Shenzhen Stock Exchange Stock Listing Rules," YiZhi Electronics is a related legal entity of the Company.
- Analysis of Performance Capability Both HaiXi Technology and YiZhi Electronics are legally established and continuously operating legal entities with good performance capabilities and are not listed as dishonest judgment debtors. III. Main Content of Related Party Transactions Shanghai HaiXi Technology Co., Ltd. (hereinafter referred to as "Party A," "the Buyer") and Shanghai YiZhi Electronics Technology Co., Ltd. (hereinafter referred to as "Party B," "the Seller") plan to sign an annual framework procurement agreement (hereinafter referred to as "this Agreement"). The main content of this Agreement is as follows:
- Purchase Amount and Price The total amount of annual purchase orders under this Agreement is capped at RMB 200 million (tax inclusive) (¥200,000,000.00), subject to the actual transaction amount between the two parties. The amounts under this Agreement are calculated in RMB tax inclusive. The Seller undertakes to provide products to the Buyer at the lowest price for similar products under the same commercial terms (including but not limited to payment terms, delivery methods, purchase quantities, etc.), which shall not be higher than the industry average price, nor higher than the lowest price offered by the Seller to any other customer for the same product. Otherwise, the Buyer has the right to demand double the difference as liquidated damages from the Seller, and also has the right to demand that the prices of subsequent orders be adjusted to the aforementioned lowest price.
- Confirmation of Purchase Requirements The Buyer shall issue purchase orders to the Seller. The Seller shall confirm in writing within 2 working days of receiving the written order. Failure to reject within the time limit shall be deemed as acceptance. The Seller shall deliver the goods to the location designated by the Buyer within 5 days of acceptance or deemed acceptance. The specific product names, quantities, unit prices, total amounts, delivery times, and locations shall be subject to the order. The production date of the delivered products shall not be earlier than 6 months before the delivery date, otherwise the Buyer has the right to refuse acceptance.
- Packaging, Transportation, Insurance, Delivery, and Acceptance The Seller shall provide original factory standard packaging and bear all risks of transportation, insurance, and product acceptance. If the delivered goods are not up to standard upon inspection, the Buyer may request a return or exchange. The Seller shall complete the process within 5 days and bear all related costs. A daily penalty of 0.05% of the order amount will be charged for overdue performance. Acceptance of goods does not exempt the Seller from warranty obligations.
- Payment Settlement The Buyer shall pay the purchase price within fifteen working days after the goods are delivered and accepted, upon receiving the compliant special VAT invoice issued by the Seller.
- After-Sales Service and Technical Support The warranty period for the products shall commence from the date of acceptance of the products and shall be for a period of three years (the "Warranty Period"), excluding any longer warranty period agreed upon by both parties. During the warranty period, the Seller shall provide free warranty services for product failures and free updates and upgrades for software products. The terms of the above agreement shall be subject to the final agreement signed by both parties. IV. Purpose of Related Party Transactions and Impact on the Company The related party transactions between HaiXi Technology and YiZhi Electronics related to daily operations are intended to fully leverage the respective advantages of HaiXi Technology and YiZhi Electronics and meet the normal business development needs of HaiXi Technology. The related transactions will promote the Company's operations, do not harm the interests of the Company and shareholders, will not affect the Company's independence, and will not cause the Company to become dependent on the related party due to these transactions. The aforementioned related party transactions will have a positive impact on the Company's future financial condition and operating results. V. Documents for Inspection
- Resolution of the Seventh Board of Directors' Ninth Meeting signed by the attendees;
- "Annual Framework Procurement Agreement." Hereby announced. Suzhou HeSheng New Material Co., Ltd. Board of Directors March 27, 2026