Review Opinion on Investment and Related Transactions
Ping An Securities Co., Ltd. (hereinafter referred to as "Sponsor" or "Ping An Securities") has conducted a prudent review of Beijing Capital Online Technology Co., Ltd. (hereinafter referred to as "Capital Online" or "Company") regarding its external investment to establish a joint venture and related transactions, as the sponsor for the issuance of shares to specific targets. This review is based on the relevant regulations including the "Regulations on the Management of Securities Issuance and Listing Sponsorship Business," "Shenzhen Stock Exchange GEM Listing Rules," "Shenzhen Stock Exchange Self-Regulatory Guidelines No. 2 - Standard Operation of GEM Listed Companies," and "Shenzhen Stock Exchange Self-Regulatory Guidelines No. 7 - Transactions and Related Transactions." The specific review situation and opinions are as follows:
I. Overview of External Investment
(1) Basic Transaction Information
On June 4, 2026, the Company signed a "Joint Venture Agreement" with Tianyang Hongye Technology Co., Ltd. (hereinafter referred to as "Tianyang Technology") in Beijing. Both parties will jointly invest to establish Gansu Tianyang Shujin Zhiyun Technology Co., Ltd. (tentative name, subject to final business registration). The joint venture aims to integrate both parties' resource advantages, engage in computing power leasing-related businesses, achieve mutual benefits, enhance market competitiveness, and obtain reasonable investment returns. The registered capital of Gansu Tianyang Shujin Zhiyun is 100 million RMB, with the Company contributing 30 million RMB (30% shareholding) and Tianyang Technology contributing 70 million RMB (70% shareholding). This matter is subject to approval by the industrial and commercial administrative department, and the final establishment time, name, and registration information of the joint venture will depend on the approval results of the industrial and commercial administrative department.
On June 4, 2026, the Company held the 17th meeting of the 6th Board of Directors, which reviewed and approved the "Proposal on External Investment to Establish a Joint Venture and Related Transactions." This matter was reviewed and approved by the 4th special meeting of independent directors of the 6th Board of Directors prior to submission for board review, and was voted on by all independent directors. According to the relevant provisions of the "Shenzhen Stock Exchange GEM Listing Rules" and the Company's Articles of Association, this matter falls within the approval authority of the Company's Board of Directors and does not require submission to the shareholders' meeting for review. This matter does not constitute a major asset reorganization as defined by the "Measures for the Administration of Major Asset Restructuring of Listed Companies," nor does it constitute a restructuring listing.
As of now, Tianyang Technology holds 4.9990% of the Company's shares and was a shareholder holding more than 5% of the shares in the past twelve months. According to the relevant provisions of the "Shenzhen Stock Exchange GEM Listing Rules," Tianyang Technology constitutes a related legal entity of the Company, and this transaction constitutes a related transaction; however, it does not involve related directors and does not require abstention from voting.