Securities Code: 002297 Securities Abbreviation: Boyun New Materials Serial Number: 2026-013 Hunan Boyun New Materials Co., Ltd. Announcement on Estimated Related Party Transactions for 2026 The Company and all members of the Board of Directors guarantee the content of this information disclosure is true, accurate, and complete, and that there are no false records, misleading statements, or major omissions. To strengthen the management of related party transactions and improve decision-making efficiency, in accordance with the relevant requirements of the "Shenzhen Stock Exchange Stock Listing Rules" and other regulations regarding listed companies' related party transactions, Hunan Boyun New Materials Co., Ltd. (hereinafter referred to as the "Company") has estimated the related party transactions to be conducted by the Company and its subsidiaries in 2026. I. Basic情况 of Related Party Transactions (I) Overview of Related Party Transactions In 2026, the Company and its subsidiaries will conduct related party transactions with Honeywell Boyun Aviation Systems (Hunan) Co., Ltd. (hereinafter referred to as "Honeywell Boyun"), Boyun Automotive Braking Materials Co., Ltd. (hereinafter referred to as "Boyun Auto"), Weipin New Materials Technology Co., Ltd. (hereinafter referred to as "Weipin Technology"), Wolbo Precision Tools Co., Ltd. (hereinafter referred to as "Wolbo") and its subsidiaries, and Hunan Provincial Architectural Design Institute Group Co., Ltd. (hereinafter referred to as "Architectural Design Institute"), and Hunan Guojin Xiang'an Industrial Co., Ltd. (hereinafter referred to as "Guojin Xiang'an"). These transactions include the purchase or sale of goods, provision or receipt of services, and related leases. The total estimated amount of related party transactions for the Company and its subsidiaries in 2026 is RMB 20.9167 million. On April 8, 2026, the 25th meeting of the 7th Board of Directors of the Company deliberated and approved the "Proposal on the Estimated Related Party Transactions of Hunan Boyun New Materials Co., Ltd. for 2026". Related directors Mr. Dai Zhili, Mr. Jiang Feng, Mr. Feng Zhirong, Mr. Jiang Jianxiang, Mr. Liu Yong, and Mr. Li Hanbo abstained from voting. This estimated related party transaction matter had been reviewed and approved by the 7th special meeting of independent directors of the 7th Board of Directors prior to its submission to the Board of Directors for deliberation. In accordance with the "Shenzhen Stock Exchange Stock Listing Rules", "Company Articles of Association", and other relevant regulations, this related party transaction does not require submission to the shareholders' meeting for approval, nor does it constitute a major asset restructuring as defined by the "Measures for the Administration of Major Asset Restructuring of Listed Companies". (II) Categories and Amounts of Estimated Related Party Transactions
- Sale of Goods/Provision of Services The Company and its subsidiaries will conduct related party transactions with Honeywell Boyun and Wolbo and its subsidiaries in 2026 for the sale of goods and provision of services. The details are as follows: | Related Party | Transaction Content | Pricing Principle | 2026 Estimated Total Amount (RMB) | 2025 Estimated Amount (RMB) | 2025 Actual Amount (RMB) | |---|---|---|---|---|---| | Honeywell Boyun | Equipment Sales/Technical Development and Other Services | Market Price | 5,985,000.00 | 6,061,300.00 | 4,076,851.89 | | Wolbo and its subsidiaries | Product Sales | Market Price | 5,330,000.00 | 1,077,500.00 | 3,137,383.54 | | Total | | | 11,315,000.00 | 7,403,500.00 | 7,214,235.43 |
- Purchase of Goods/Receipt of Services The Company and its subsidiaries will conduct related party transactions with Guojin Xiang'an and Wolbo and its subsidiaries in 2026 for the purchase of goods and receipt of services. The details are as follows: | Related Party | Transaction Content | Pricing Principle | 2026 Estimated Total Amount (RMB) | 2025 Estimated Amount (RMB) | 2025 Actual Amount (RMB) | |---|---|---|---|---|---| | Guojin Xiang'an | Purchase of Work Clothes | Market Price | 200,000.00 | 224,000.00 | 155,043.37 | | Wolbo and its subsidiaries | Product Processing Fees | Market Price | 450,000.00 | — | 322,123.87 | | | Equipment Procurement | Market Price | 5,500,000.00 | — | 0 | | Total | | | 6,150,000.00 | 224,000.00 | 477,167.24 |
- Related Party Leases The Company and its subsidiaries will have related party transactions with Boyun Auto, Wolbo, Architectural Design Institute, and Weipin Technology in 2026, mainly including the lease of factory buildings, office buildings, and dormitories to related parties and the associated water and electricity fees. The details are as follows: | Related Party | Transaction Content | Rental Area (m²) | Rental Price (RMB/m²) | Pricing Principle | 2026 Estimated Total Amount (RMB) | 2025 Estimated Amount (RMB) | 2025 Actual Amount (RMB) | |---|---|---|---|---|---|---|---| | Boyun Auto | Office Building Lease | 909.00 | 18 | Market Price | 640,200.00 | 640,200.00 | See Note | | | Factory Building Lease | 1330.5 | 27.8 | Market Price | | | | | Architectural Design Institute | Factory Building Lease | 2990.75 | 27.8 | Market Price | 997,770.00 | 997,770.00 | 915,334.12 | | Wolbo | Factory Building Lease | 1011.22 | 27.8 | Market Price | 337,343.00 | 337,343.00 | 314,270.83 | | | Office Building Lease | 554.81 | 28 | Market Price | 186,416.16 | 186,416.16 | 171,024.00 | | | Water and Electricity Fees | / | / | Market Price | 800,000.00 | 800,000.00 | 811,749.15 | | Weipin Technology | Office Building Lease | 1440.09 | 28 | Market Price | 500,000.00 | 350,000.00 | 348,876.02 | | Total | | | | | 3,451,729.16 | 3,311,729.16 | 2,561,254.12 | Note: According to the agreement, Boyun Auto is responsible for land tax, property tax, greening maintenance, and property management fees, which will be offset against the rent receivable by the Company. (III) Actual Situation of Related Party Transactions On April 7, 2025, the 17th meeting of the 7th Board of Directors of the Company deliberated and approved the "Proposal on the Estimated Related Party Transactions of Hunan Boyun New Materials Co., Ltd. for 2025". It was estimated that in 2025, the total amount of related party transactions for the Company and its subsidiaries with Honeywell Boyun, Boyun Auto, Weipin Technology, Wolbo and its subsidiaries, Architectural Design Institute, and Guojin Xiang'an, including the purchase or sale of goods, provision or receipt of services, and related leases, would be RMB 16.7374 million. The actual amount of these related party transactions in 2025 was RMB 10.2527 million. II. Introduction to Related Parties and Related Relationships (I) Related Party: Honeywell Boyun Company Name: Honeywell Boyun Aviation Systems (Hunan) Co., Ltd. Company Type: Limited Liability Company (Foreign-invested, Non-wholly-owned) Address: No. 1888, Yue Lu West Avenue, High-tech Zone, Changsha Date of Establishment: October 26, 2012 Legal Representative: Feng Zhirong Registered Capital: USD 98 million Unified Social Credit Code: 91430100055814597X Business Scope: Licensed Projects: Design and production of civil aircraft components (projects subject to approval according to law shall be carried out after approval by relevant departments; specific business projects shall be subject to the approval documents or permits of relevant departments). General Items: Sales of mechanical parts and components; technical services, technology development, technical consulting, technology exchange, technology transfer, technology promotion; general component manufacturing; leasing of non-residential real estate (projects that can be independently operated with a business license according to law, except for projects subject to approval according to law). Equity Structure: Boyun New Materials holds 49% of its equity, and Honeywell (China) Co., Ltd. holds 51% of its equity. Related Relationship: Honeywell Boyun is an enterprise where a related natural person of the Company serves as a director, thus it is a related legal person of the Company. Honeywell Boyun's latest financial data: As of December 31, 2025, its total assets were RMB 215.2632 million and its net assets were RMB -30.7207 million. (II) Related Party: Boyun Auto Company Name: Hunan Boyun Automotive Braking Materials Co., Ltd. Company Type: Other Limited Liability Company Address: No. 500, Lunsong Road, High-tech Zone, Changsha Date of Establishment: June 21, 2002 Legal Representative: Li Duocheng Registered Capital: RMB 135 million Unified Social Credit Code: 91430100738989433G Business Scope: Development, production, and sales of automotive braking materials and other powder metallurgy braking new materials; provision of technical services related to the above businesses; sales of hardware and mechanical equipment; self-operated and agency import and export of various commodities and technologies, except for commodities and technologies restricted or prohibited from import and export by the state. Equity Structure: Powder Metallurgy Center holds 90% of its equity, and the Company holds 10% of its equity. Related Relationship: Boyun Auto is a company controlled by the same controlling shareholder as the Company. According to the "Shenzhen Stock Exchange Stock Listing Rules", it is a related legal person of the Company. (III) Related Party: Weipin Technology Company Name: Hunan Weipin New Materials Technology Co., Ltd. Company Type: Limited Liability Company Address: Unit A332, Entrepreneurship Building, University Science Park, Section 283, Xiaoxiang Avenue, Yuelu Mountain University Science City, Changsha, Hunan Province Date of Establishment: February 8, 2024 Legal Representative: Huang Weiming Registered Capital: RMB 330.396 million Unified Social Credit Code: 91430104MADA9DBL6G Business Scope: General Items: Research and development of mechanical equipment; research and development of electronic special materials; software development; engineering and technology research and experimental development; special equipment manufacturing (excluding licensed professional equipment manufacturing); industrial engineering design services; professional design services; industrial design services; development of rail transit communication signal systems; information system integration services; satellite navigation multi-mode enhancement application system integration; cloud computing equipment technology services. (Projects subject to approval according to law shall be carried out after approval by relevant departments, and business activities shall be independently carried out according to the business license). Related Relationship: Weipin Technology is a company controlled by the same controlling shareholder as the Company. According to the "Shenzhen Stock Exchange Stock Listing Rules", it is a related legal person of the Company. Weipin Technology's latest financial data: As of December 31, 2025, its total assets were RMB 147.0078 million and its net assets were RMB 145.9427 million. (This data is unaudited) (IV) Related Party: Wolbo Company Name: Hunan Wolbo Precision Tools Co., Ltd. Company Type: Other Limited Liability Company Address: R&D Building, No. 5, Jinqiao Road, Dongfanghong Street, Xiangjiang New Area, Hunan Date of Establishment: November 13, 2015 Legal Representative: Jiang Feng Registered Capital: RMB 450.712667 million Unified Social Credit Code: 91310000MA1K327K7W Business Scope: General Items: Manufacturing of metal tools; sales of metal tools; manufacturing of special equipment (excluding licensed professional equipment manufacturing); metal cutting processing services; sales of surface functional materials; research and development of new material technologies; import and export of goods; import and export of technology; technical services, technology development, technical consulting, technology exchange, technology transfer, technology promotion. (Projects subject to approval according to law shall be carried out after approval by relevant departments, and business activities shall be independently carried out according to the business license). Related Relationship: Wolbo is a company controlled by the same controlling shareholder as the Company. According to the "Shenzhen Stock Exchange Stock Listing Rules", it is a related legal person of the Company. Wolbo's latest financial data: As of December 31, 2025, its total assets were RMB 488.7271 million and its net assets were RMB 360.4754 million. (This data is unaudited) (V) Related Party: Architectural Design Institute Company Name: Hunan Provincial Architectural Design Institute Group Co., Ltd. Company Type: Other Joint Stock Limited Company (Unlisted) Address: No. 65, Fuxiang Road, Yuelu District, Changsha Date of Establishment: March 23, 1990 Legal Representative: Xia Xin Hong Registered Capital: RMB 242.352941 million Unified Social Credit Code: 91430100444877137A Business Scope: Undertaking domestic and foreign architectural engineering design; municipal engineering design; landscape architecture engineering design; architectural decoration engineering design; urban and rural planning; engineering survey and geotechnical engineering; engineering measurement; cost engineering consulting; full-process engineering consulting; general contracting of construction projects; construction project agency; construction drawing review; construction project testing and appraisal; engineering supervision; equipment supervision; sales of building materials; self-operated and agency import and export of various commodities and technologies, except for commodities and technologies restricted or prohibited from import and export by the state; dispatching domestic and foreign survey, design, and supervision personnel according to national regulations; research and development of technology and materials; investment in urban infrastructure construction projects with own legal assets (excluding equity investment, bond investment, short-term financial investment, and entrusted asset management for specific targets and other financial businesses, and not engaging in deposit-taking, fundraising, entrusted loans, bill issuance, loan issuance, etc. subject to national financial supervision and credit policies); engineering information technology services. (Projects subject to approval according to law shall be carried out after approval by relevant departments). Related Relationship: Architectural Design Institute is a company controlled by the same indirect controlling shareholder as the Company. According to the "Shenzhen Stock Exchange Stock Listing Rules", it is a related legal person of the Company. (VI) Related Party: Guojin Xiang'an Company Name: Hunan Guojin Xiang'an Industrial Co., Ltd. Company Type: Limited Liability Company Address: No. 346, Tian Ding Street, Fenglin 3rd Road, Yuelu District, Changsha, Hunan Province Date of Establishment: January 9, 1988 Legal Representative: Zheng Xiaoru Registered Capital: RMB 130 million Unified Social Credit Code: 914301048841835933 Business Scope: General Items: Apparel manufacturing; wholesale and retail of clothing and apparel; apparel design; leather product manufacturing; feather (down) and product manufacturing; household textile finished product manufacturing; knitted or crocheted fabrics and product manufacturing; leather tanning and processing; sales of leather products; footwear manufacturing; wholesale and retail of shoes and hats; sales of eyeglasses (excluding contact lenses); sales of metal products; sales of labor protection products; sales of special labor protection products; manufacturing and sales of security equipment; sales of leather. (Projects subject to approval according to law shall be carried out after approval by relevant departments, and business activities shall be independently carried out according to the business license). Related Relationship: Guojin Xiang'an is a company controlled by the same indirect controlling shareholder as the Company. According to the "Shenzhen Stock Exchange Stock Listing Rules", it is a related legal person of the Company. Guojin Xiang'an's latest financial data: As of December 31, 2025, its total assets were RMB 226.46 million and its net assets were RMB 153.07 million. (This data is unaudited) III. Main Content of Related Party Transactions (I) Pricing Policy and Basis
- Determined through negotiation at fair market prices.
- Payments for sales, purchases, and lease-related businesses shall be made periodically as agreed by both parties. (II) Signing of Related Party Transaction Agreements The Company's related party transactions are based on the actual production and operation needs of both parties, and specific contracts will be signed in a timely manner based on the progress of negotiations between the parties. IV. Purpose of the Transaction and Impact on the Company The transactions between the Company and its related parties are priced and conducted based on market prices. The above transactions account for a small proportion of the Company's operating income and do not affect the independence of the Company's operations. The Company's main business will not rely on related parties because of these transactions. The related party transactions do not harm the interests of the Company and all shareholders. V. Review Opinion of the Independent Directors' Special Committee Meeting On March 29, 2026, the 7th special meeting of independent directors of the 7th Board of Directors of the Company deliberated and approved the "Proposal on the Estimated Related Party Transactions of Hunan Boyun New Materials Co., Ltd. for 2026". The independent directors believe that the estimated related party transactions for 2026 are normal transactions required for the Company's development and production and operation. The prices of the related party transactions are determined based on market prices, and the pricing is fair and reasonable, and does not harm the interests of the Company and all shareholders, especially small and medium shareholders. All independent directors agree with the related matters of these related party transactions and agree to submit this proposal to the Board of Directors for deliberation. VI. Documents for Reference
- Resolution of the 25th meeting of the 7th Board of Directors of the Company;
- Resolution of the 7th special meeting of independent directors of the 7th Board of Directors of the Company. Hereby announced. Hunan Boyun New Materials Co., Ltd. Board of Directors April 8, 2026