ZhengYuan Smart Group Co., Ltd. Announcement on the Progress of Guarantee Implementation
The Company and all members of the Board of Directors guarantee that the information disclosed is true, accurate, and complete, and that there are no false records, misleading statements, or material omissions.
I. Overview of Guarantee Situation
(I) Basic Guarantee Information
ZhengYuan Smart Group Co., Ltd. (hereinafter referred to as the "Company" or "ZhengYuan Smart")'s holding subsidiary, Zhejiang Xiaolan Smart Technology Co., Ltd. (hereinafter referred to as "Xiaolan Smart"), needs to borrow RMB 1,000,000,000 from Shanghai Pudong Development Bank Co., Ltd. Hangzhou Baoshu Branch for business development. The Company will provide a joint liability guarantee of RMB 1,000,000,000 for this loan.
To protect the Company's future recourse against Xiaolan Smart, other shareholders of Xiaolan Smart, Hangzhou Lanmi Business Consulting Partnership (Limited Partnership) and Liu Jun, have provided counter-guarantees to the Company. They have provided irrevocable joint liability guarantees to the Company for recourse against Xiaolan Smart, based on their respective shareholding ratios in Xiaolan Smart at the time the debt occurs.
Of the above guarantees, RMB 5,000,000 was approved by the twelfth meeting of the fifth Board of Directors and the first extraordinary general meeting of shareholders in 2026. The remaining RMB 5,000,000 will use the guarantee quota approved by the fourteenth meeting of the fifth Board of Directors and the 2025 annual general meeting of shareholders. The specific guarantee quota usage is as follows:
| Guarantor | Guaranteed Party | ZhengYuan Smart's Shareholding Ratio in the Guaranteed Party | Latest Balance Sheet Debt-to-Asset Ratio | Amount of Guarantee Before This Guarantee | Approved Guarantee Quota | Amount Used for This Guarantee | Remaining Available Guarantee Quota | Whether Related Party Guarantee |
|---|---|---|---|---|---|---|---|---|
| ZhengYuan Smart | Xiaolan Smart | 69.70% | 94.58% | 4,600.00 | 800.00 | 500.00 | 300.00 | 5,600.00 |
(II) Decision-Making Procedures for Guarantee Matters
The Company held the twelfth meeting of the fifth Board of Directors on March 16, 2026, and the first extraordinary general meeting of shareholders on April 1, 2026, respectively. They deliberated and approved the "Proposal on Canceling Part of the Guarantees for the Holding Subsidiary and Increasing Guarantees for the Holding Subsidiary". Xiaolan Smart intends to apply for a comprehensive credit line of RMB 5,000,000 from Shanghai Pudong Development Bank Co., Ltd. Hangzhou Baoshu Branch, with a term of one year. The Company will provide a joint liability guarantee of RMB 5,000,000 for this comprehensive credit line. The aforementioned RMB 5,000,000 guarantee quota will be fully used for the joint liability guarantee of RMB 1,000,000 provided by the Company to Xiaolan Smart for the loan from Shanghai Pudong Development Bank Co., Ltd. Hangzhou Baoshu Branch.