Nanjing San Chao New Materials Co., Ltd. Announcement on Indicative Notice of Share Transfer and Change of Equity by Shareholders

Securities Code: 300554

Securities Abbreviation: San Chao New Materials

Announcement Number: 2026-046

Nanjing San Chao New Materials Co., Ltd.

Announcement on Indicative Notice of Share Transfer and Change of Equity by Shareholders

The Company and the entire board of directors guarantee the truthfulness, accuracy, and completeness of the information disclosed herein, and there are no false records, misleading statements, or significant omissions.

Key Content Highlights:

1. On August 1, 2025, Nanjing San Chao New Materials Co., Ltd. (hereinafter referred to as the "Company" or "Listed Company"), its former controlling shareholder and actual controller Mr. Zou Yanyao, and shareholder Mr. Liu Jianxun, who holds more than 5% of the shares, signed the "Share Transfer Agreement Regarding Nanjing San Chao New Materials Co., Ltd." (hereinafter referred to as the "Share Transfer Agreement") with Wuxi Boda Heyi Technology Co., Ltd. (hereinafter referred to as "Boda Heyi") and Wuxi Boda New Energy Technology Co., Ltd. (hereinafter referred to as "Boda New Energy"). According to the "Share Transfer Agreement," Zou Yanyao transferred 6,000,000 shares of the Company (accounting for 5.25% of the total share capital of the Company) to Boda Heyi, and Liu Jianxun transferred 4,250,000 shares of the Company (accounting for 3.72% of the total share capital of the Company) to Boda Heyi.

On the same day, Boda Heyi signed "Voting Rights Abandonment Agreements" with Zou Yanyao and Liu Jianxun respectively. From the first closing date, Zou Yanyao agrees to unconditionally give up all voting rights (including nomination rights and proposal rights, hereinafter referred to as the same) of all remaining shares of the Company he holds at that time, until the expiration of 60 months from the first closing date and the day when Boda Heyi's shareholding ratio exceeds the combined shareholding ratio of Zou Yanyao and his concerted parties (if any) by 5% (5% of the Company's total share capital). From the date of completion of the targeted issuance of shares by the Listed Company or the second closing date (whichever is later), the voting rights of 50% of the shares held by Zou Yanyao at that time will be restored, and the voting rights of the remaining 50% of the shares will continue to be abandoned as per the above agreement. From the first closing date, Liu Jianxun agrees to unconditionally and irrevocably give up all voting rights of all remaining shares of the Company he holds at that time, permanently.

The above share transfer matter was completed on November 21, 2025, with the transfer of shares through agreement, making Boda Heyi the controlling shareholder of the Company and Liu Jingkun the actual controller. For detailed content, please refer to the "Announcement on the Completion of the First Phase of Share Transfer Agreement by Controlling Shareholder, Actual Controller, and Shareholder Holding More Than 5% of Shares, and the Change of Controlling Shareholder and Actual Controller of the Company" disclosed by the Company on the Juchao Information Network on November 24, 2025 (Announcement Number: 2025-079).

1. On June 18, 2026, Boda Heyi and Zou Yanyao signed the "Second Phase Share Transfer Agreement Regarding Nanjing San Chao New Materials Co., Ltd." (hereinafter referred to as the "Second Phase Share Transfer Agreement"). Zou Yanyao intends to transfer 8,735,384 shares of the Company held by him to Boda Heyi, accounting for 7.65% of the Company's total share capital. The transfer price is RMB 24.52 per share, and the total transfer price is RMB 214,191,615.68.

2. After this change in equity, Boda Heyi will hold 18,985,384 shares of the Company, accounting for 16.62% of the Company's total share capital. This change in equity will not cause a change in the controlling shareholder or actual controller of the Company.