Stock Listing Venue: Shenzhen Stock Exchange
Stock Abbreviation: Xinzhu Shares
Stock Code: 002480
[Chart: Company Logo]
Chengdu Xinzhu Road & Bridge Machinery Co., Ltd.
Asset Sale, Issuance of Shares and Cash Payment for Asset Acquisition and Raising of Supporting Funds and Related Party Transaction Report (Draft) (Revised)
| Project | Counterparty/Issuance Target |
|---|---|
| Asset Sale | Sichuan Shudao Rail Transit Group Co., Ltd. |
| Asset Acquisition via Share Issuance and Cash Payment | Sichuan Road & Bridge Construction Group Co., Ltd. |
| Raising of Supporting Funds | Shudao Investment Group Co., Ltd. |
| No more than 35 specific investors |
Independent Financial Advisor
CITIC Securities Company Limited
July 2026
Declaration
The terms or abbreviations used in this section have the same meanings as those defined in the "Definitions" section of this report summary.
I. Listed Company Declaration
The Company and all directors and senior management guarantee that the contents of this report and its summary are true, accurate, and complete, and contain no false records, misleading statements, or major omissions, and they bear corresponding legal liability for any false records, misleading statements, or major omissions in this report and its summary.
The Company's controlling shareholder and its persons acting in concert, all directors, and senior management undertake: If this transaction is subject to investigation by judicial authorities or the China Securities Regulatory Commission (CSRC) due to suspected false records, misleading statements, or major omissions in the information provided or disclosed, they will suspend the transfer of shares in the listed company held by them (if any) until the investigation conclusion is clear. The undertaking party shall submit a written application for suspension of transfer and the stock account to the Company's Board of Directors within two trading days of receiving the notice of investigation, and the Board of Directors shall apply for locking on their behalf to the stock exchange and the registration and clearing company. If the locking application is not submitted within two trading days, the Board of Directors is authorized to verify and directly report the undertaking party's subject information and account information to the stock exchange and the registration and clearing company to apply for locking. If the Board of Directors fails to report the information, the stock exchange and the registration and clearing company are authorized to directly lock the relevant shares. If the investigation concludes that there are violations, the undertaking party promises that the locked shares will be voluntarily used for relevant investor compensation arrangements.
The matters described in this report and its summary do not represent a substantive judgment, confirmation, or approval by the CSRC or the Shenzhen Stock Exchange regarding the relevant matters of this reorganization. Any decision or opinion made by the approval authorities regarding the relevant matters of this transaction does not indicate a substantive judgment or guarantee regarding the value of the Company's stock or investor returns.
After the completion of this reorganization, the Company is solely responsible for changes in its operations and earnings; investors are solely responsible for investment risks arising from this reorganization.
When evaluating this reorganization, in addition to the contents of this report and relevant documents disclosed simultaneously, investors should carefully consider the various risk factors disclosed in this report. If investors have any questions about this report and its summary, they should consult their stockbroker, lawyer, professional accountant, or other professional advisor.