Xiangyang Boya Precision Machinery Equipment Co., Ltd.
Announcement on the Acquisition of Equity in Hubei Haotian Boneng Electromechanical Technology Co., Ltd. and Related Party Transaction
The Company and the Board of Directors guarantee that the information disclosed is true, accurate, and complete, and that there are no false records, misleading statements, or significant omissions.
I. Basic情况 of Related Party Transaction
(I) Overview of Related Party Transaction
Xiangyang Boya Precision Machinery Equipment Co., Ltd. (hereinafter referred to as "the Company" or "Boya Precision") intends to acquire 100% of the equity of Hubei Haotian Boneng Electromechanical Technology Co., Ltd. (hereinafter referred to as "Haotian Boneng" or "the Target Company") with its own funds of RMB 16.5 million. Upon completion of this transaction, Haotian Boneng will become a wholly-owned subsidiary of the Company and will be included in the consolidated financial statements. Due to this acquisition, the Company will passively receive loans from related parties. Upon completion of this acquisition, the Company will repay these related loans as soon as possible based on the financial status of the Target Company. The above transaction constitutes a related party transaction but does not constitute a major asset restructuring as defined by the "Administrative Measures for Major Asset Restructuring of Listed Companies," nor does it constitute a restructuring for listing.
(II) Explanation of Related Party Relationship
Mr. Li Wenxi, one of the transaction counterparties (holding 50.36% of Haotian Boneng's equity and serving as the executive director of Haotian Boneng), is the controlling shareholder of the Company. Mr. Tan Zhizhi, another counterparty, is the son of the sister of Mr. Li Wenxi, the controlling shareholder of the Company. Therefore, this transaction constitutes a related party transaction.
(III) Deliberation Procedures
On July 21, 2026, the Company held the third meeting of the sixth Board of Directors, which reviewed and approved the "Proposal on the Acquisition of Equity in Hubei Haotian Boneng Electromechanical Technology Co., Ltd. and Related Party Transaction" and the "Proposal on Loans from Related Parties Arising from the Acquisition of Equity in Hubei Haotian Boneng Electromechanical Technology Co., Ltd." Related director Li Wenxi recused himself from voting on these proposals. The above proposals have also been reviewed and approved by the independent directors' special committee meeting of the sixth Board of Directors in its second meeting of 2026.
According to the "Shenzhen Stock Exchange GEM Stock Listing Rules" and the "Articles of Association" and other relevant regulations, this related party transaction is within the scope of the Board of Directors' approval authority and does not require shareholder approval.
II. Basic Situation of Transaction Counterparties
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Li Wenxi, male, residing in Xiangcheng District, Xiangyang City, Hubei Province;
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Huang Xianghai, male, residing in Xiangcheng District, Xiangyang City, Hubei Province;
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Chen Qiong, male, residing in Huanggang County, Hubei Province;
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Tan Zhizhi, male, residing in Chaling County, Hunan Province;
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Bi Shaoping, female, residing in Xiangzhou District, Xiangyang City, Hubei Province;
As of the disclosure date of this announcement, the above transaction counterparties have not been listed as dishonest judgment debtors.
III. Situation of the Target Company
(I) Basic Situation of the Target Company
Company Name: Hubei Haotian Boneng Electromechanical Technology Co., Ltd.
Unified Social Credit Code: 91420600MA48YFCG5Y
Company Type: Limited Liability Company (Invested or Controlled by Natural Persons)
Legal Representative: Li Wenxi
Date of Establishment: April 6, 2017
Registered Capital: RMB 50 million
Address: Tuoxin Road, High-tech Zone, Xiangyang City (Free Trade Zone)
Business Scope: Research and development, manufacturing of new energy vehicle parts; research and development, manufacturing of metal products and molds; research and development, manufacturing in the electromechanical field; sales of electromechanical products. (For projects subject to approval according to law, business activities can only be carried out after approval by relevant departments)