Announcement on Capital Increase and Related Party Guarantee for Wholly-Owned Subsidiary
The company and all members of 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.
Xilong Scientific Co., Ltd. (hereinafter referred to as "Xilong Scientific" or "the Company") held the 20th meeting of the Sixth Board of Directors on July 30, 2026, and deliberated and passed the "Proposal on Capital Increase and Related Party Guarantee for Wholly-Owned Subsidiary." The details are as follows:
I. Transaction Overview
According to the Company's operational plan, Guangdong Xilong Chemical Co., Ltd. (hereinafter referred to as "Guangdong Xilong" or "the Target Company"), a wholly-owned subsidiary of Xilong Scientific, plans to implement a capital increase and introduce a new investor, Guangdong Provincial State-owned Assets Technology Equity Investment Fund Partnership (Limited Partnership) (hereinafter referred to as "Yuecai Equity Investment Fund" or "Investor"). Yuecai Equity Investment Fund intends to subscribe for RMB 100 million of the Target Company's newly increased registered capital ("This Capital Increase"). Concurrently, Guangzhou Xilong Chemical Co., Ltd. (hereinafter referred to as "Guangzhou Xilong"), a subsidiary of Xilong Scientific, plans to subscribe for RMB 10 million of the Target Company's newly increased registered capital. The Company waives its preemptive right to subscribe for this capital increase.
Before this capital increase, Guangdong Xilong's registered capital was RMB 250 million, and the Company held a 100% equity interest. After this capital increase, Guangdong Xilong's registered capital will be increased to RMB 360 million. The Company will hold 69.44% equity, Yuecai Equity Investment Fund will hold 27.78% equity, and Guangzhou Xilong will hold 2.78% equity. Guangdong Xilong will remain the Company's controlling subsidiary.
This capital increase involves potential equity repurchase obligations. If specific circumstances stipulated in the capital increase agreement occur, the Company may trigger equity repurchase obligations. Mr. Huang Shaoqun, the actual controller of the Company, and Mr. Huang Weipeng have provided irrevocable joint and several liability guarantees for the potential payment obligations of equity repurchase funds and liquidated damages (if any) to the Company. In accordance with the "Shenzhen Stock Exchange Stock Listing Rules," "Articles of Association," and other relevant regulations, the acceptance of related party gratuitous guarantees constitutes a related party transaction.
The "Proposal on Capital Increase and Related Party Guarantee for Wholly-Owned Subsidiary" was deliberated and passed by the independent directors' special committee and the 20th meeting of the Sixth Board of Directors. In accordance with the "Shenzhen Stock Exchange Stock Listing Rules," "Articles of Association," and other relevant regulations, this transaction is within the scope of the Company's board of directors' authority and does not constitute a major asset restructuring as defined by the "Measures for the Administration of Major Asset Restructuring of Listed Companies," thus not requiring submission to the Company's shareholders' meeting for deliberation.
II. Basic Information of the Transaction Counterparty
- Basic Information
Name: Guangdong Provincial State-owned Assets Technology Equity Investment Fund Partnership (Limited Partnership)
Unified Social Credit Code: 91440115MAEXG91Y9X
Address: Room A158, Building 1, Mingzhu 1st Street, Hengli Town, Nansha District, Guangzhou City
Enterprise Type: Limited Partnership Enterprise
General Partner: Yuecai Private Equity Investment (Guangdong) Co., Ltd.
Registered Capital: RMB 400,100 million
Date of Establishment: 2025-9-18
Business Scope: Engaging in equity investment, investment management, and asset management activities as a private fund (business activities can only be carried out after completing filing and registration with the Asset Management Association of China).
- Equity Control Structure of the Transaction Counterparty