Announcement on Signing a Conditional Share Subscription Agreement with a Specific Target and Related Party Transaction

Securities Code: 300554 Securities Abbreviation: San Chao New Materials Announcement No.: 2026-044

Nanjing San Chao New Materials Co., Ltd.

Announcement on Signing a Conditional Share Subscription Agreement with a Specific Target and Related Party Transaction

The Company and the Board of Directors guarantee the truthfulness, accuracy, and completeness of the information disclosed herein, and are free from any false records, misleading statements, or material omissions.

Special Reminder:

1. On June 9, 2026, the seventeenth meeting of the fourth Board of Directors of the Company deliberated and passed the "Proposal on Adjusting the Issue Price and Issue Size of A-share Stocks for Specific Target Issuance by the Company in 2025 and the Proposal on Adjustments to the Current Issuance Plan," among other related proposals, adjusting the price and size of the current issuance. Accordingly, on June 9, 2026, the Company signed the "Conditional Share Subscription Agreement" (hereinafter referred to as the "Share Subscription Agreement") with Wuxi Boda Heyi Technology Co., Ltd. (hereinafter referred to as "Boda Heyi"), the intended subscriber for the current issuance.
2. The current issuance is subject to review and approval by the Shenzhen Stock Exchange (hereinafter referred to as "SZSE") and the approval and registration from the China Securities Regulatory Commission (hereinafter referred to as "CSRC"). The implementation of this issuance is contingent upon obtaining the approval from the relevant regulatory authorities and the timing of such approvals is uncertain.
3. The Company will fulfill its information disclosure obligations in a timely manner regarding subsequent matters related to this issuance based on the progress. This issuance is subject to uncertainty, and investors are advised to pay attention to investment risks.

I. Overview of Related Party Transaction

(I) Overview of Transaction Content

The Company has signed the "Share Subscription Agreement" with the specific target Boda Heyi for the current issuance. Boda Heyi agrees to subscribe for the shares to be issued by the Company for a cash consideration of RMB 425.7312 million.

(II) Related Party Relationship

On August 1, 2025, Zou Yuanyao and Liu Jianshun signed the "Share Transfer Agreement of Nanjing San Chao New Materials Co., Ltd." (hereinafter referred to as the "Share Transfer Agreement") with Boda Heyi and Wuxi Boda New Energy Technology Co., Ltd. (hereinafter referred to as "Boda New Energy"). Zou Yuanyao and Liu Jianshun also signed the "Voting Rights Abandonment Agreement" with Boda Heyi, reaching an agreement on Boda Heyi acquiring control of the Company. In November 2025, the first phase of delivery and voting rights abandonment was completed, and Boda Heyi became the controlling shareholder of the Company, with Liu Jingkun becoming the actual controller. For details, please refer to the "Announcement on the Completion of the First Phase of Share Transfer and Change of Controlling Shareholder and Actual Controller of Nanjing San Chao New Materials Co., Ltd." (No.: 2025-079). According to the relevant regulations on related parties and related party transactions in the "Shenzhen Stock Exchange GEM Stock Listing Rules," Boda Heyi is a related party of the Company, and the signing of the "Share Subscription Agreement" with the Company constitutes a related party transaction (hereinafter referred to as the "Current Related Party Transaction").

(III) Approval Procedures

The Current Related Party Transaction was deliberated and approved at the seventeenth meeting of the fourth Board of Directors held on June 9, 2026. Related directors abstained from voting. Prior to the Board's deliberation, the independent directors of the Company had held a special meeting and expressed their consent. According to the authorization granted by the shareholders' meeting to the Board of Directors in 2025, this related party transaction does not need to be submitted to the shareholders' meeting for deliberation. The Current Related Party Transaction is subject to review by the SZSE and approval and registration by the CSRC before it can be implemented.