Zhongde Securities Co., Ltd. Audit Report on Beijing DaBeiNong Technology Group Co., Ltd.'s Guarantees for Investee Companies and Related Party Transactions
Zhongde Securities Co., Ltd. (hereinafter referred to as "Zhongde Securities" or "Sponsor") as the sponsor of Beijing DaBeiNong Technology Group Co., Ltd. (hereinafter referred to as "DaBeiNong" or "the Company") for its private placement of A shares, in accordance with the "Administrative Measures for Securities Issuance and Listing Sponsorship Business," "Shenzhen Stock Exchange Listed Company Self-Regulatory Supervision Guide No. 1 - Norms for Operation of Main Board Listed Companies," and other relevant regulations, has prudently audited the matter of DaBeiNong's proposed provision of guarantees for its investee companies and related party transactions. The details are as follows:
I. Overview of Related Party Transactions
(I) Basic Situation of This Transaction
In conjunction with the business development needs of its investee companies, the Company proposes to provide joint liability guarantees for its investee company Heilongjiang DaBeiNong Food Technology Group Co., Ltd. (hereinafter referred to as "Heilongjiang DaBeiNong") and its subsidiaries, including Jinzhou DaBeiNong Animal Husbandry Technology Co., Ltd. (hereinafter referred to as "Jinzhou DaBeiNong"), Qian'an DaBeiNong Animal Husbandry and Food Co., Ltd. (hereinafter referred to as "Qian'an DaBeiNong"), Liaoning DaBeiNong Animal Husbandry Co., Ltd. (hereinafter referred to as "Liaoning Animal Husbandry"), Bin County DaBeiNong Animal Husbandry and Food Co., Ltd. (hereinafter referred to as "Bin County DaBeiNong"), Harbin Green Giant Agriculture and Animal Husbandry Co., Ltd. (hereinafter referred to as "Harbin Giant"), and Huludao DaBeiNong Animal Husbandry and Food Co., Ltd. (hereinafter referred to as "Huludao DaBeiNong"), with amounts not exceeding RMB 50 million, RMB 115 million, RMB 50 million, RMB 30 million, RMB 20 million, and RMB 10 million respectively, as joint liability guarantees.
(II) Explanation of Related Party Relationship
Heilongjiang DaBeiNong is an investee company of the Company. Mr. Zhang Lizhong, the current Vice Chairman of the Company, is a natural person shareholder of Heilongjiang DaBeiNong and serves as its Chairman and General Manager. Mr. Lin Sunxiong, a former director of the Company, is a director of Heilongjiang DaBeiNong and has resigned as a director of the Company for less than 12 months. Heilongjiang DaBeiNong is a related party to the Company. Jinzhou DaBeiNong, Qian'an DaBeiNong, Liaoning Animal Husbandry, Bin County DaBeiNong, Harbin Giant, and Huludao DaBeiNong are all wholly-owned subsidiaries of Heilongjiang DaBeiNong.
The Company's provision of guarantees for Heilongjiang DaBeiNong and its subsidiaries, Jinzhou DaBeiNong, Qian'an DaBeiNong, Liaoning Animal Husbandry, Bin County DaBeiNong, Harbin Giant, and Huludao DaBeiNong, constitutes a related party transaction.
(III) Decision-Making Procedures
The Company held the 45th meeting of the 6th Board of Directors on April 22, 2026, and deliberated and passed the "Proposal on Providing Guarantees for Investee Companies and Related Party Transactions." The independent directors of the Company deliberated and issued independent opinions.
This transaction is subject to shareholder approval.
II. Basic Information of Related Parties and the Transaction Subject
(I) Provision of Guarantee for Heilongjiang DaBeiNong's Bank Loan Application
- Basic Guarantee Information
The Company held the 28th (Extraordinary) Meeting of the 6th Board of Directors on March 11, 2025, and the 2025 Second Extraordinary General Meeting of Shareholders on March 27, 2025, and deliberated and passed the "Proposal on Providing Guarantees for Investee Companies and Related Party Transactions." The Company agreed to provide a joint liability guarantee for Heilongjiang DaBeiNong's application for a comprehensive credit line of no more than RMB 50 million from the Harbin Free Trade Zone Branch of China Agricultural Bank of China for working capital loans and other financing businesses.