Stock Code: 002931 Stock Abbreviation: Fenglong Shares Announcement No.: 2026-078
Zhejiang Fenglong Electric Co., Ltd.
Announcement Regarding the Transfer of 100% Equity of a Subsidiary and Acceptance of Related-Party Guarantee
Special Risk Warning:
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This equity transfer does not constitute a related-party transaction, but involves the acceptance of a related-party guarantee. This transaction does not constitute a major asset restructuring as defined by the "Administrative Measures for Major Asset Restructuring of Listed Companies."
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This transaction has not yet been finalized and involves uncertainty risks. The company will fulfill its information disclosure obligations based on actual progress. Investors are advised to pay attention to investment risks.
I. Overview of the Transaction
1. Basic Information
On August 11, 2026, Zhejiang Fenglong Electric Co., Ltd. (hereinafter "the Company" or "Listed Company") signed an "Equity Transfer Agreement" with Shaoxing Jinchang Electric Co., Ltd. (hereinafter "Jinchang Electric"). The Company intends to transfer its 100% equity in its wholly-owned subsidiary, Zhejiang Maisheng Machinery Co., Ltd. (hereinafter "Maisheng Machinery"), to Jinchang Electric for a tentative price of RMB 34 million. Simultaneously, Mr. Dong Jiangang, a shareholder holding more than 5% of the Company's shares, will provide a free joint and several liability guarantee for the Company's performance of this agreement (no guarantee fees will be charged to the Listed Company, and no counter-guarantee is required). Upon completion of the transfer, Maisheng Machinery will no longer be a subsidiary and will be excluded from the Company's consolidated financial statements.
2. According to the "Shenzhen Stock Exchange Listing Rules," this equity transfer does not constitute a related-party transaction, but the transaction involves the acceptance of a guarantee from related party Mr. Dong Jiangang.
3. According to the "Administrative Measures for Major Asset Restructuring of Listed Companies," this transaction does not constitute a major asset restructuring or a restructuring-related listing, and does not require approval from relevant departments.
4. Approval Status
On August 12, 2026, the Company's 5th Board of Directors held its 4th meeting to deliberate the "Proposal on the Transfer of 100% Equity of a Subsidiary and Acceptance of Related-Party Guarantee." Related director Dong Siyu abstained from voting. The non-related directors approved the proposal with 7 votes in favor, 0 against, and 0 abstentions. The Company's independent directors held a special meeting to review and approve the transaction. This transaction still requires submission to the shareholders' meeting for approval, where related shareholder Mr. Dong Jiangang and related parties must abstain from voting.
II. Basic Information of the Counterparty
| Item | Details |
|---|---|
| Company Name | Shaoxing Jinchang Electric Co., Ltd. |
| Unified Social Credit Code | 91330604MAKHN01E5F |
| Enterprise Type | Other Limited Liability Company |
| Registered Address | Room 306, 3rd Floor, No. 1 Zhujiazhuang Road, Industrial Park, Lianghu Street, Shangyu District, Shaoxing City, Zhejiang Province |
| Main Office Address | Room 306, 3rd Floor, No. 1 Zhujiazhuang Road, Industrial Park, Lianghu Street, Shangyu District, Shaoxing City, Zhejiang Province |
| Legal Representative | Zhu Yulin |
| Registered Capital | RMB 1 million |
| Main Business | General items: Manufacturing of mechanical and electrical equipment (except for items subject to approval according to law, business activities are carried out independently with a business license). |
| Major Shareholders and Shareholding Ratio | Zhu Yulin 99%, Xu Guorong 1% |
| Actual Controller | Zhu Yulin |
2. Main Financial Data
Jinchang Electric was established on July 24, 2026, and has no financial data.
3. Relationship with the Listed Company
The counterparty has no relationship with the Listed Company or its top ten shareholders regarding property rights, business, assets, creditor-debtor relationships, personnel, or other relationships that may or have caused a tilt in interests toward the Listed Company.