Securities Code: 300270 Securities Abbreviation: Zhongwei Electronics Announcement No.: 2026-033 Hangzhou Zhongwei Electronics Co., Ltd. Announcement on Signing the Debt Transfer Agreement and Related Party Transaction The Company and all members of the Board of Directors guarantee the truthfulness, accuracy, and completeness of the information disclosed, and there are no false records, misleading statements, or major omissions.
I. Overview of Related Party Transactions
Hangzhou Zhongwei Electronics Co., Ltd. (hereinafter referred to as the "Company") signed a "Debt Transfer Agreement" with Henan Xintou Cloud Software Development Co., Ltd. (hereinafter referred to as "Xintou Cloud") on June 18, 2026. The Company transferred its account receivable from China Railway 19th Bureau Group Co., Ltd. (hereinafter referred to as "China Railway 19th Bureau") to Xintou Cloud for a transfer price of RMB 3.40 million. Xintou Cloud is a company indirectly controlled by Henan Xinxiang Investment Group Co., Ltd., which has indirectly controlled the Company within the past twelve months. In accordance with the "Shenzhen Stock Exchange GEM Stock Listing Rules" and other relevant regulations, Xintou Cloud is a related party to the Company, and this transaction constitutes a related party transaction.
On June 18, 2026, the Company held the Second Extraordinary Independent Directors' Special Committee Meeting of the Sixth Board of Directors. The proposal "Regarding the Signing of the <Debt Transfer Agreement> and Related Party Transaction" was deliberated and approved by 3 votes in favor, 0 votes against, and 0 abstentions, and it was agreed to submit this proposal to the Board of Directors for deliberation. On the same day, the Company held the Fourth Meeting of the Sixth Board of Directors. Related director Mr. Chen Haijun recused himself from voting. The Board of Directors deliberated and approved the "Regarding the Signing of the <Debt Transfer Agreement> and Related Party Transaction" proposal by 8 votes in favor, 0 votes against, and 0 abstentions. This related party transaction does not need to be submitted for approval by the Company's shareholders' meeting.
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 and listing. It does not require approval from relevant departments.
II. Basic Information of the Related Party
- Basic Information Name: Henan Xintou Cloud Software Development Co., Ltd. Legal Representative: Geng Xiao Registered Capital: RMB 10 million Registered Address: 3rd Floor, Building C, Data Building #14, Xinxiang Big Data Industrial Park, No. 1625, Xin'er Street, High-tech Zone, Xinxiang City, Henan Province Enterprise Nature: Limited Liability Company (Wholly-owned by a legal person without natural person investment or control)