1. Overview of Related Transactions
To further improve the long-term incentive and restraint mechanism of Mankalon Jewelry Co., Ltd. (hereinafter referred to as "the Company") subsidiary Zhejiang Mucan Jewelry Co., Ltd. (hereinafter referred to as "Mucan Jewelry"), stabilize and attract outstanding industry talent, enhance the sense of responsibility and mission of the subsidiary's management personnel for sustainable and healthy development, fully mobilize the initiative and creativity of management personnel, and deeply bind the company's interests with the long-term interests of employees, the shareholders of Mucan Jewelry, Wang Yan, Lin Lulu, and Jiang Xiao (hereinafter referred to as "the counterparty") signed the "Equity Transfer Agreement of Zhejiang Mucan Jewelry Co., Ltd." (hereinafter referred to as "the Transfer Agreement") in Hangzhou on February 27, 2026. After mutual agreement, the Company, Wang Yan, and Lin Lulu plan to transfer 4.25%, 0.5%, and 0.25% of Mucan Jewelry's equity to Jiang Xiao for 425,000 RMB, 50,000 RMB, and 25,000 RMB, respectively. After the completion of this equity transfer, Mucan Jewelry's registered capital will remain unchanged, and its equity structure will be adjusted to 80.75% held by the Company, 9.5% by Wang Yan, 4.75% by Lin Lulu, and 5% by Jiang Xiao, with Mucan Jewelry still being a consolidated subsidiary of the Company. According to the relevant provisions of the "Shenzhen Stock Exchange GEM Stock Listing Rules" and the Company's "Articles of Association," Jiang Xiao is the child of the Company's employee director Qu Wuzhen, making this transaction a related party transaction. Director Qu Wuzhen abstained from voting during the board review process for this transaction. This related party transaction has been approved by a majority of the Company's independent directors and has been reviewed and approved by the independent directors' special meeting and the board's audit committee. This related party transaction does not constitute a major asset reorganization as defined by the "Measures for the Administration of Major Asset Restructuring of Listed Companies" and does not require submission for approval by the Company's shareholders' meeting.
2. Basic Information of Related Transaction Parties
Name: Jiang Xiao
Address: Xiaoshan District, Hangzhou, Zhejiang Province
ID Number: 3390****27
Position: Operations Head of Mucan Jewelry
Relationship: Child of the Company's director Qu Wuzhen
Is a dishonest executor: No
3. Basic Information of the Transaction Target
- Overview of the Sale Target
Name: Zhejiang Mucan Jewelry Co., Ltd.
Unified Social Credit Code: 91310120MABLWQ9F1N
Type: Other limited liability company
Establishment Date: May 20, 2022
Registered Capital: 10 million RMB
Registered Address: Room B2-303-313, No. 198 Qidi Road, Economic and Technological Development Zone, Xiaoshan District, Hangzhou, Zhejiang Province
Business Scope: General items: wholesale of jewelry; retail of jewelry; sales of gold and silver products; wholesale of arts and crafts and collectibles (excluding ivory and its products); retail of arts and crafts and collectibles (excluding ivory and its products); internet sales (excluding sales of goods requiring permits); marketing planning; sales of watches; technical services, technical development, technical consulting, technical exchanges, technical transfers, technical promotion; network technology services; advertising design and agency; professional design services; brand management; enterprise management; software development (except for projects that require approval according to law, operating activities independently based on business licenses).
Recent Major Financial Indicators:Item As of December 31, 2025 (Unaudited) Total Assets 9,059,800 RMB Total Liabilities 3,666,100 RMB Total Receivables 286,000 RMB Contingent Items - Net Assets 5,393,800 RMB Revenue 16,709,900 RMB Operating Profit 2,827,800 RMB Net Profit 2,827,300 RMB Net Cash Flow from Operating Activities 3,324,100 RMB Note: Any discrepancies in the totals in the table are due to rounding. Is a dishonest executor: No