Securities Code: 002542 Securities Abbreviation: *ST Zhongyan Announcement No.: 2025-051 Zhongyan Rock Soil Group Co., Ltd. Announcement on Progress of Related Party Transactions Regarding Guarantee by Controlling Shareholder, Counter-Guarantee, and Payment of Guarantee Fees
The Company and the Board of Directors guarantee the truthfulness, accuracy, and completeness of the information disclosed, and that there are no false records, misleading statements, or material omissions.
I. Overview of Related Party Transactions
The Fifth Board of Directors of Zhongyan Rock Soil Group Co., Ltd. (hereinafter referred to as the "Company") at its 18th extraordinary meeting and the third extraordinary shareholders' meeting in 2025 deliberated and passed the "Proposal on Guarantee by Controlling Shareholder, Counter-Guarantee, and Payment of Guarantee Fees and Related Party Transactions." It was agreed that based on financing arrangements and daily operational needs, the Company would apply to its controlling shareholder, Chengdu Xingcheng Investment Group Co., Ltd. (hereinafter referred to as "Xingcheng Group"), for a joint liability guarantee for future bank loans or other financing for the Company and its subsidiaries, with a total credit line not exceeding RMB 2 billion, valid for three years. Chengdu Xingcheng Group holds a 29.27% stake in the Company. For the portion of the guarantee exceeding the shareholding ratio (i.e., 70.73% of the guarantee amount), the Company will provide a counter-guarantee to Chengdu Xingcheng Group through pledge or mortgage of its subsidiary equity and relevant assets within its holdings. The Company will fulfill the obligations of the guaranteed party based on market-oriented principles and pay a guarantee fee to Chengdu Xingcheng Group at a rate not exceeding 1.0% per annum based on the actual guarantee amount (exceeding the shareholding ratio). For specific details, please refer to the "Announcement on Guarantee by Controlling Shareholder, Counter-Guarantee, and Payment of Guarantee Fees and Related Party Transactions" disclosed by the Company on August 14, 2025, in the Securities Times and on Juchao Information Network (Announcement No.: 2025-073).
On September 5, 2025, the Company disclosed the "Announcement on Progress of Related Party Transactions Regarding Guarantee by Controlling Shareholder, Counter-Guarantee, and Payment of Guarantee Fees" (Announcement No.: 2025-081) in the Securities Times and on Juchao Information Network. The Company signed a "RMB Working Capital Loan Contract" with the Fifth Branch of China Construction Bank Corporation Chengdu. Chengdu Xingcheng Group and China Construction Bank Corporation Chengdu Fifth Branch signed a "Maximum Principal Guarantee Contract" with a guarantee amount of RMB 500 million. The Company or its subsidiaries signed "Guarantee Fee Contract," "Equity Pledge Contract," and "Mortgage Contract" with Chengdu Xingcheng Group.
On September 5, 2025, the Company disclosed the "Announcement on Progress of Related Party Transactions Regarding Guarantee by Controlling Shareholder, Counter-Guarantee, and Payment of Guarantee Fees" (Announcement No.: 2025-082) in the Securities Times and on Juchao Information Network. The Company signed "Working Capital Loan Contracts" with the Chengdu High-tech Industrial Development Zone Branch of Bank of China Limited and the Chengdu Branch of Hua Xia Bank Co., Ltd. respectively. Chengdu Xingcheng Group signed "Maximum Guarantee Contracts" with the Chengdu High-tech Industrial Development Zone Branch of Bank of China Limited and the Chengdu Branch of Hua Xia Bank Co., Ltd. respectively, with guarantee amounts of RMB 400 million and RMB 300 million, respectively.