Verification Opinion of Minmetals Securities Co., Ltd. on the Deregistration of a Controlling Subsidiary and Related Transactions of Shenzhen Xince Standard Technology Service Co., Ltd.
Minmetals Securities Co., Ltd. (hereinafter referred to as "Minmetals Securities") serves as the sponsor and ongoing supervisory institution for Shenzhen Xince Standard Technology Service Co., Ltd. (hereinafter referred to as "Xince Standard" or "the Company"). In accordance with relevant regulations including the "Administrative Measures for Sponsoring Securities Issuance and Listing," "Shenzhen Stock Exchange GEM Listing Rules," and "Self-Regulatory Guidelines No. 2 for Listed Companies on the Shenzhen Stock Exchange—Standard Operations for GEM Listed Companies," Minmetals Securities has performed its ongoing supervisory duties and conducted a verification regarding the deregistration of the controlling subsidiary and related transactions of Shenzhen Xince Standard Technology Service Co., Ltd. The specific circumstances are as follows:
I. Overview of the Proposed Deregistration of the Controlling Subsidiary and Related Transactions
On March 30, 2026, the Company held the 15th meeting of the 5th Board of Directors, where it reviewed and approved the proposal on the deregistration of the controlling subsidiary and related transactions. The Board agreed to deregister the controlling subsidiary Shanghai Wanwu Chain Shangzhi Technology Co., Ltd. (hereinafter referred to as "Wanwu Chain Shangzhi") and authorized the management team to handle the relevant liquidation and deregistration matters in accordance with the law. Upon completion of the deregistration of Wanwu Chain Shangzhi, it will no longer be included in the Company's consolidated financial statements. Wanwu Chain Shangzhi was established in July 2025 through investment by the Company and related party Mr. Lü Jiezhong. According to the "Shenzhen Stock Exchange GEM Listing Rules," the deregistration of Wanwu Chain Shangzhi constitutes a related transaction. Related director Mr. Lü Jiezhong abstained from voting, and the other six non-related directors unanimously approved the proposal. The independent directors held a special meeting to review this transaction, and all independent directors agreed to the related transaction. This transaction does not constitute a major asset reorganization as defined by the "Administrative Measures for Major Asset Restructuring of Listed Companies," nor does it require approval from relevant departments. This matter falls within the decision-making authority of the Company's Board of Directors and does not need to be submitted for shareholder meeting approval.
II. Basic Information of Related Parties
Mr. Lü Jiezhong: Chinese nationality, no permanent residence abroad, born in 1970, holds a master's degree, and is not a person subject to enforcement for dishonesty. Mr. Lü is the actual controller of the Company and serves as the Chairman of the Board.
According to the "Shenzhen Stock Exchange GEM Listing Rules," "Self-Regulatory Guidelines No. 7 for Listed Companies on the Shenzhen Stock Exchange—Transactions and Related Transactions," and the Company's Articles of Association, Mr. Lü Jiezhong is a related natural person of the Company.