Announcement on Changing the Counterparty of the Sale of a Subsidiary's Equity, Related Party Transaction, and Passive Formation of Related Guarantees and Financial Support
This announcement is about the change of the counterparty for the sale of a subsidiary's equity, the related party transaction, and the passive formation of related guarantees and financial support.
Special Reminder:
This transaction has been reviewed and approved by the Second Extraordinary Meeting of Independent Directors of the Sixth Board of Directors and the Eleventh Meeting of the Sixth Board of Directors of Beijing Wanbangda New Material Group Co., Ltd. (hereinafter referred to as the "Company"). It is subject to the approval of the shareholders' meeting. Related parties with interests in this related party transaction will recuse themselves from voting at the shareholders' meeting. There may be subsequent uncertainties such as the contract failing to take effect or the transaction failing to proceed.
The Company will continue to pay attention to the subsequent progress of this matter and fulfill its information disclosure obligations in a timely manner. We kindly remind investors to invest rationally and be aware of investment risks.
I. Sale of Subsidiary's Equity and Change of Transaction Counterparty and Related Party Transaction
(I) Overview of the Termination Agreement for the Equity Transfer
The Company held the Eighth Meeting of the Sixth Board of Directors on April 15, 2026, and reviewed and approved the "Proposal on the Sale of Subsidiary's Equity." The Company signed an "Equity Transfer Agreement" with Mr. Chen Ziqing, another shareholder of Heilongjiang Jingshenghua Environmental Protection Technology Co., Ltd. (hereinafter referred to as "Heilongjiang Jingshenghua"), selling its 87.55% equity in Heilongjiang Jingshenghua to Mr. Chen Ziqing for RMB 284 million. On June 30, 2026, the Company held the Tenth Meeting of the Sixth Board of Directors and reviewed and approved the "Proposal on the Deferral of Payment for the Sale of Subsidiary's Equity." Given that Mr. Chen Ziqing's fundraising progress has not met expectations, after multiple negotiations, the Company signed an "Equity Transfer Supplementary Agreement" with Mr. Chen Ziqing, agreeing to defer the payment of the first installment of the transaction until before July 30, 2026. Interest will be charged at the benchmark loan interest rate of the People's Bank of China during the deferral period, with an annualized interest rate of 3.0%, and the interest calculation period will be determined by the actual number of days of deferral.
Recently, due to Mr. Chen Ziqing's personal reasons, the aforementioned two agreements could not be performed as agreed. After friendly negotiation between the two parties, the Company and Mr. Chen Ziqing signed a "Termination Agreement for the Equity Transfer Agreement and Supplementary Agreement." The main terms are as follows:
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The parties confirm that from the effective date of this agreement, the "Equity Transfer Agreement" and the "Supplementary Agreement" signed by both parties shall be terminated. The rights and obligations not performed under the "Equity Transfer Agreement" and the "Supplementary Agreement" shall be terminated.
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The parties confirm that, unless otherwise stipulated in this agreement, after the termination of the original two agreements, neither party shall pursue the other for breach of contract liability (excluding accrued LPR interest).
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This agreement is made in duplicate, with each party holding one copy, and has the same legal effect. Any disputes arising from the equity transfer agreement and this agreement that cannot be resolved through negotiation shall be submitted to the Beijing Chaoyang District People's Court for litigation.