Changzhou Yingzhong Technology Co., Ltd.
Announcement Number: 2026-031
The Board of Directors and all members of the Board of Directors guarantee the truthfulness, accuracy, and completeness of the information disclosed, and are free from false records, misleading statements, or major omissions.
I. Board Meeting Convening Situation
The fifth meeting of the fourth Board of Directors of Changzhou Yingzhong Technology Co., Ltd. (hereinafter referred to as the "Company") was held on August 20, 2026, in the Company's meeting room through on-site and teleconference methods. The notice and meeting materials for this board meeting were delivered to all directors by telephone and other communication methods on August 20, 2026. With the unanimous consent of all directors, the requirement for advance notice was waived. Seven directors were eligible to attend, and seven directors were present. Independent directors Mr. Li Xingyao, Mr. Shao Jiaxu, and Mr. Jing Ran attended the meeting via written voting. The meeting was presided over by Chairman and General Manager Yu Weizhong, and senior management personnel were present. The meeting was convened in accordance with relevant laws, regulations, rules, and the "Articles of Association."
II. Board Meeting Deliberation Situation
(I) Deliberation and Approval of the Proposal on the Company's Transaction Complying with Relevant Laws and Regulations
The Company is planning to acquire 51% of the equity of Changzhou Yingzhong Electric Co., Ltd. (hereinafter referred to as "Yingzhong Electric") held by Yu Biao, Yu Yingzhong, and Zhu Lijuan (collectively referred to as the "Transaction Counterparties") by paying cash.
In accordance with the relevant provisions of the "Company Law of the People's Republic of China," the "Securities Law of the People's Republic of China," the "Administrative Measures for Major Asset Restructuring of Listed Companies," and the "Guiding Opinions on Self-Regulation of Listed Companies of the Shenzhen Stock Exchange No. 8 - Major Asset Restructuring," and other relevant laws, administrative regulations, departmental rules, and other normative documents, after careful self-inspection and due diligence on the Company's actual situation and related matters, the Board of Directors believes that the Company's transaction is in compliance with the aforementioned relevant laws, regulations, and normative documents.
This proposal involves related-party transactions. Related directors Yu Weizhong, Dai Lifang, and Yu Cheng abstained from voting.
Voting results: 4 votes in favor, 0 votes against, 0 abstentions. The proposal was approved.
This proposal was previously deliberated and approved by the first meeting of the independent directors' special committee of the fourth Board of Directors, but it still needs to be submitted to the Company's shareholders' meeting for deliberation.
(II) Deliberation and Approval of Each Item of the Proposal on the Company's Transaction Plan
- Overview of the Transaction Plan
The Company plans to pay cash to Yu Biao, Yu Yingzhong, and Zhu Lijuan for the acquisition of their combined 51% equity in Yingzhong Electric. Upon completion of this transaction, the Company will directly hold 51% of Yingzhong Electric's equity, obtaining its controlling interest, and will include the target company and its subsidiaries in the consolidated financial statements.
- Transaction Counterparties
The transaction counterparties are the shareholders of the target company: Yu Biao, Yu Yingzhong, and Zhu Lijuan.
- Subject Matter of the Transaction
The subject matter of the transaction is 51% of the equity in Yingzhong Electric.