Announcement on Signing a Conditional Share Subscription Agreement with a Specific Subject and Related Party Transaction
The company and all members of the board of directors guarantee that the information disclosed is true, accurate, and complete, and contains no false records, misleading statements, or significant omissions.
Important Notice:
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Jiangsu Zhongqi Technology Co., Ltd. (hereinafter referred to as "the Company" or "Zhongqi Shares") plans to issue A shares to specific subjects (hereinafter referred to as "this Issuance"). The subjects of this Issuance are no more than 35 (inclusive) specific investors that meet the requirements of the China Securities Regulatory Commission (CSRC), including one of the Company's actual controllers, Mr. Wu Yaojun. These include fund management companies, securities companies, trust investment companies, financial companies, insurance institutional investors, and qualified foreign institutional investors that meet the CSRC's regulations, as well as other legal persons, natural persons, or other qualified investors that meet the CSRC's regulations. Among them, fund management companies, securities companies, qualified foreign institutional investors, and RMB qualified foreign institutional investors that manage two or more products are considered one issuing subject; trust investment companies, as issuing subjects, can only subscribe with their own funds.
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Mr. Wu Yaojun, as one of the Company's actual controllers, currently serves as the Chairman and General Manager of the Company. In accordance with the relevant provisions of the "Shenzhen Stock Exchange GEM Stock Listing Rules," this issuance constitutes a related party transaction. This related party transaction does not constitute a major asset restructuring as defined by the "Measures for the Administration of Major Asset Restructuring of Listed Companies," nor does it constitute a restructuring for listing.
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The 21st meeting of the fourth board of directors of the Company deliberated and passed the "Proposal on the Plan for Issuing A Shares to Specific Subjects in 2026," the "Proposal on Signing a Conditional Share Subscription Agreement with Specific Subjects," and the "Proposal on the Related Party Transaction Involved in the Issuance of A Shares to Specific Subjects." Related directors Mr. Wu Yaojun and Ms. Zhang Jié abstained from voting on these proposals. These proposals were passed by non-related directors. The related party transaction matters involved in this issuance still need to be submitted for shareholder approval, and related shareholders will abstain from voting.
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This issuance is still subject to approval by the Company's shareholders' meeting, review by the Shenzhen Stock Exchange (hereinafter referred to as "SZSE"), and registration approval by the China Securities Regulatory Commission (hereinafter referred to as "CSRC") before it can be implemented. Whether this issuance can be approved by the relevant regulatory authorities and the time it takes to obtain such approval are uncertain.
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Regarding subsequent matters related to this issuance, the Company will fulfill its information disclosure obligations in a timely manner based on the progress. This issuance is still subject to uncertainty, and investors are kindly reminded to pay attention to investment risks.
I. Overview of Related Party Transactions
On July 2, 2026, the Company signed a "Conditional Share Subscription Agreement" (hereinafter referred to as the "Subscription Agreement") with Mr. Wu Yaojun. Mr. Wu Yaojun will subscribe for a portion of the Company's A shares to be issued in this issuance with cash, at the conditions, price, and quantity agreed upon in the "Subscription Agreement," with a total subscription amount of not less than RMB 50 million. As one of the Company's actual controllers and concurrently serving as the Company's Chairman and General Manager, Mr. Wu Yaojun's subscription for a portion of the Company's shares in this issuance constitutes a related party transaction.