Guangdong Tosida Technology Co., Ltd. (hereinafter referred to as "the Company") and all members of the Board of Directors guarantee that the content of the information disclosure is true, accurate, and complete, without false records, misleading statements, or major omissions.
I. Overview of External Investment
On February 25, 2026, the Company held the 31st meeting of the fourth Board of Directors, which reviewed and approved the proposal to participate as a cornerstone investor in the Hong Kong IPO of Shenzhen Zhaowei Electromechanical Co., Ltd. (hereinafter referred to as "Zhaowei Electromechanical" or "the Target Company"). The Company plans to use no more than 30 million RMB equivalent in HKD of its own funds (excluding brokerage commissions and related fees) through its wholly-owned subsidiary, Tosida Global Group Limited (hereinafter referred to as "Tosida Global"), to subscribe as a cornerstone investor for the shares to be issued by Zhaowei Electromechanical on the Hong Kong Stock Exchange (hereinafter referred to as "HKEX"). On February 25, 2026, the Company signed the Cornerstone Investment Agreement with Zhaowei Electromechanical, China Merchants Securities (Hong Kong) Co., Ltd., Deutsche Securities Asia Limited, and Deutsche Bank Hong Kong Branch. The Board of Directors authorized the Company's legal representative or an authorized agent designated by the legal representative to handle matters related to the Company's participation as a cornerstone investor in Zhaowei Electromechanical's Hong Kong IPO, including but not limited to signing the Cornerstone Investment Agreement. According to the "Shenzhen Stock Exchange GEM Listing Rules" and the "Articles of Association," this external investment does not require submission for shareholder approval as it falls within the Board's approval authority. This external investment does not constitute a related party transaction and does not constitute a major asset restructuring as defined by the "Measures for the Administration of Major Asset Restructuring of Listed Companies," and does not require approval from relevant authorities.
II. Basic Information of the Investment Target
(1) Basic Information of the Target Company
- Company Name: Shenzhen Zhaowei Electromechanical Co., Ltd.
- Company Type: Other Joint Stock Limited Company (Listed)
- Unified Social Credit Code: 91440300728548191B
- Legal Representative: Li Haizhou
- Registered Capital: 240,203,500 RMB
- Establishment Date: April 19, 2001
- Registered Address: Office Building 101, No. 62, Yanhua Road, Yanchuan Community, Yanluo Street, Bao'an District, Shenzhen
- Business Scope: Technical development of molds, plastic hardware products, gearboxes, transmission systems, and electronic control products; sales of molds, plastic hardware products, gearboxes, transmission systems, electromechanical complete sets of equipment, and electronic control products; domestic trade (excluding specialized, exclusive, and controlled goods); import and export of goods and technology (excluding projects prohibited by laws, administrative regulations, or decisions of the State Council; restricted projects must obtain permission before operation).
Zhaowei Electromechanical (Stock Code: 003021.SZ) was established in 2001 and is headquartered in Shenzhen. It focuses on providing high-performance micro drive and drive system solutions, primarily engaged in the R&D, production, and sales of micro drive and drive systems. The main products feature high precision, small size, and low noise, meeting the application needs of downstream industries. The company's products can be applied in various fields, including smart vehicles, consumer and medical technology, advanced industry and intelligent manufacturing, and robotics.
(2) Recent Major Financial Data of the Target Company
| Item | December 31, 2024 (Audited) | September 30, 2025 (Unaudited) |
|---|---|---|
| Total Assets | 412,191.03 | 423,637.46 |
| Total Liabilities | 89,569.95 | 82,940.80 |
| Net Assets | 322,621.08 | 340,696.66 |