Huatai Securities Co., Ltd. Audit Report on Shengfeng Wind Energy Group Co., Ltd.'s Capital Increase with Related Parties and Related Party Transaction
Huatai Securities Co., Ltd. (hereinafter referred to as "Huatai Securities" or "Sponsor") as the sponsor for Shengfeng Wind Energy Group Co., Ltd. (hereinafter referred to as "Shengfeng Wind Energy", "Company", or "Issuer") for its 2024 private placement of shares, in accordance with the "Administrative Measures for Securities Issuance and Listing Sponsorship", the "Shenzhen Stock Exchange GEM Stock Listing Rules", and the "Shenzhen Stock Exchange Listed Company Self-Regulatory Supervision Guide No. 2 - Normative Operation of GEM Listed Companies", has audited the Company's capital increase with related parties and related party transaction, the details of which are as follows:
I. Overview of Related Party Transactions
(I) Main Content of Related Party Transaction
Shengfeng Wind Energy Group Co., Ltd. (hereinafter referred to as the "Company") at its Eleventh Meeting of the Sixth Board of Directors held on June 2, 2026, deliberated and passed the "Proposal on Capital Increase with Related Parties for a Wholly-Owned Subsidiary and Related Party Transaction". It was agreed that the Company's wholly-owned subsidiary, Guangdong Shengfeng Investment Holding Co., Ltd. (hereinafter referred to as "Shengfeng Investment Holding"), and the Company's controlling shareholder, Guangzhou Kaide Investment Holding Co., Ltd. (hereinafter referred to as "Guangzhou Kaide"), would jointly inject RMB 994 million into the Company's controlled subsidiary, Guangzhou Shengfeng New Energy Investment Co., Ltd. (hereinafter referred to as "Shengfeng New Energy" or "Joint Venture Company"). Among them, Shengfeng Investment Holding will contribute approximately RMB 507 million from its own funds, accounting for 51% of the new capital of the Joint Venture Company; Guangzhou Kaide will contribute approximately RMB 487 million, accounting for 49% of the new capital of the Joint Venture Company.
(II) Related Party Relationship
Guangzhou Kaide is the controlling shareholder of the Company. According to the "Shenzhen Stock Exchange GEM Stock Listing Rules", it is a related legal person of the Company, and therefore this capital increase constitutes a related party transaction.
(III) Approval Procedures
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On June 2, 2026, the Eleventh Meeting of the Sixth Board of Directors of the Company deliberated and passed the "Proposal on Capital Increase with Related Parties for a Wholly-Owned Subsidiary and Related Party Transaction". Related directors Mr. Li Weitao and Mr. Tang Qingrong recused themselves from voting. This proposal was deliberated and approved by non-related directors with 4 votes in favor, 0 votes against, and 0 abstentions.
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On June 1, 2026, the Second Meeting of the Independent Directors' Special Committee in 2026 deliberated and passed the "Proposal on Capital Increase with Related Parties for a Wholly-Owned Subsidiary and Related Party Transaction" with 3 votes in favor, 0 votes against, and 0 abstentions.
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In accordance with the "Shenzhen Stock Exchange GEM Stock Listing Rules", the "Articles of Association", and other relevant regulations, this matter still requires approval from the shareholders' meeting, and related parties with a conflict of interest in this related party transaction will recuse themselves from voting.
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This related party transaction does not constitute a major asset restructuring as stipulated in the "Measures for the Administration of Major Asset Restructuring of Listed Companies", nor does it constitute a restructuring for backdoor listing. This transaction still requires approval from Guangzhou Kaide's internal decision-making body.
II. Basic Information of the Related Party
(I) Basic Profile