Jiangxi Xingxing Technology Co., Ltd. (hereinafter referred to as "the Company" or "Xingxing Technology") and all members of the board of directors guarantee that the content of this information disclosure is true, accurate, and complete, without false records, misleading statements, or major omissions.
Special Reminder: Based on the actual situation of Jiangxi Xingxing Technology Co., Ltd.'s strategic and operational development, in order to further optimize the company's business layout and resource allocation, and promote the healthy development of the company, the company intends to transfer all equity (hereinafter referred to as "the Target Equity") of its wholly-owned subsidiary, Shenzhen Precision Technology Co., Ltd. (hereinafter referred to as "Shenzhen Precision," "Transaction Target," or "Target Company"). After the transaction is completed, the company will no longer hold equity in Shenzhen Precision, and Shenzhen Precision will no longer be included in the company's consolidated financial statements.
I. Overview of Related Transactions
(1) Basic Situation of the Transaction
The company intends to transfer 100% equity of its wholly-owned subsidiary Shenzhen Precision to Taizhou Hongliang Enterprise Management Consulting Co., Ltd. (hereinafter referred to as "Taizhou Hongliang"). The specific situation of this transaction is as follows: According to the asset evaluation report issued by Shenzhen Tongzhicheng Deming Asset Appraisal Co., Ltd. (Report No. [2026]ZT-ZQ No. 018), as of April 30, 2026, the book value of Shenzhen Precision's assets is 31,005,300 RMB, and the assessed value is 31,464,900 RMB; the book value of liabilities is 86,677,700 RMB, and the assessed value is 81,725,700 RMB; the book value of total equity is -55,672,400 RMB, and the assessed value is -50,260,800 RMB (in words: Fifty million two hundred sixty thousand eight hundred RMB). Based on the above assessment results, both parties agreed that the transfer price of the Target Equity is set at 1 RMB.
(2) Related Party Transaction
According to the relevant provisions of the Shenzhen Stock Exchange's GEM Listing Rules, Taizhou Hongliang is a company directly controlled by the actual controller of the company, and the company and Taizhou Hongliang are enterprises controlled by the same actual controller, thus this transaction constitutes a related party transaction.
(3) Board of Directors' Voting on Related Transactions
On May 29, 2026, the company held the seventh meeting of the sixth board of directors, which reviewed and approved the proposal on the sale of 100% equity of the wholly-owned subsidiary and related transactions with a voting result of 5 votes in favor, 0 votes against, and 0 abstentions. Related directors Mr. Guo Guangjie and Mr. Luo Dayi abstained from voting. The independent directors of the sixth board of directors also reviewed and approved this matter in a special meeting. This related party transaction does not constitute a major asset reorganization as defined by the "Measures for the Administration of Major Asset Restructuring of Listed Companies." According to the relevant provisions of the Shenzhen Stock Exchange's GEM Listing Rules and the company's articles of association, the above related party transaction does not need to be submitted to the shareholders' meeting for review.