Zhonglan Environmental Protection Technology Co., Ltd.
Announcement on Signing of Major Contract and Related Party Transaction
The company and the board of directors guarantee the truthfulness, accuracy, and completeness of the information disclosed, and are not aware of any false representations, misleading statements, or material omissions.
Special Notice:
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On July 13, 2026, Zhonglan Environmental Protection Technology Co., Ltd. (hereinafter referred to as "the Company") at its sixteenth meeting of the fourth Board of Directors deliberated and passed the "Proposal on Signing of Major Contract and Related Party Transaction" (hereinafter referred to as the "Proposal"). On the same day, Beijing Zhonglan Environmental Engineering Co., Ltd. (hereinafter referred to as "Beijing Zhonglan"), a wholly-owned subsidiary of the Company, as the general contractor, signed the "Construction Project General Contract" (hereinafter referred to as the "General Contract") with Shaoguan Futong New Material Co., Ltd. (hereinafter referred to as "Shaoguan Futong"). This transaction constitutes a related party transaction. According to the "Shenzhen Stock Exchange GEM Stock Listing Rules," and the "Articles of Association" of the Company, this transaction needs to be submitted to the Company's shareholders' meeting for deliberation and approval before it can be implemented.
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If this transaction is successfully implemented, it is expected to have a positive impact on the Company's operating performance in the current and future years. The specific amount and timing of the impact will depend on the specific circumstances of the transaction.
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The execution of this transaction is subject to uncertainty. Investors are advised to pay attention to investment risks.
The implementation of the "General Contract" project mentioned in this announcement may be affected by relevant government approval procedures, and there is a risk of delayed acceptance due to construction period delays, as well as risks from extreme weather, other natural disasters, and other force majeure events.
If this transaction is not approved by the Company's shareholders' meeting, it will face the risk of not being implemented.
I. Overview of Related Party Transaction
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On July 13, 2026, Beijing Zhonglan, a wholly-owned subsidiary of the Company, as the general contractor, and Shaoguan Futong reached a consensus in Shaoguan City, Guangdong Province, on the construction general contracting and related matters for the "Waste Resource Recycling - Inorganic Fiber New Material Project." They jointly signed the "General Contract," with a contract price (including tax) of RMB 185.6 million.
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Shaoguan Futong is an indirectly invested company of the Company. The Company holds a 35% equity interest in Shaoguan Futong through its wholly-owned subsidiary Zhonglan Environmental Protection (Hong Kong) Technology Co., Ltd. Additionally, Mr. Wang Guangqing, the Company's Vice Chairman and Director, serves as a Director of Shaoguan Futong. According to the "Shenzhen Stock Exchange GEM Stock Listing Rules," "Accounting Standards for Business Enterprises No. 36 - Related Party Disclosures," and the "Articles of Association" of the Company, Shaoguan Futong is identified as a related party of the Company, and this transaction constitutes a related party transaction.
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On July 13, 2026, the Company's fourth Board of Directors at its sixteenth meeting deliberated and passed the "Proposal on Signing of Major Contract and Related Party Transaction." Director Wang Guangqing, as a related party, recused himself from voting. This related party transaction has been reviewed and approved by the Independent Directors' Special Committee, which has issued its opinion. According to the "Shenzhen Stock Exchange GEM Stock Listing Rules" and the "Articles of Association" of the Company, this transaction needs to be approved by the shareholders' meeting, and related parties with a conflict of interest in this related party transaction should recuse themselves from voting.
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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 of the listing. It does not require approval from relevant departments.