Securities Code: 301098
Securities Abbreviation: Jinpu Garden
Announcement Number: 2026-107
Jinpu Garden Co., Ltd.
Announcement on Company's Joint Investment with Related Party to Establish a Holding Subsidiary and Related Party Transaction
The Company and all members of the Board of Directors guarantee the truthfulness, accuracy, and completeness of the information disclosed herein, and are free from any false representations, misleading statements, or material omissions.
Key Content Highlights:
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Jinpu Garden Co., Ltd. (hereinafter referred to as the "Company" or "Jinpu Garden") plans to jointly invest with Nanjing Zhizhiyun Chuang Technology Co., Ltd. (hereinafter referred to as "Zhizhiyun Chuang") and Nanjing Lisen Enterprise Management Center (Limited Partnership) (hereinafter referred to as "Nanjing Lisen") to establish Nanjing Jinpu Zhizhi Zhizhiyun Technology Co., Ltd. (tentative name, subject to the name approved and registered by the market supervision and administration department, hereinafter referred to as the "Joint Venture Company"), engaging in businesses such as green new infrastructure.
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Nanjing Lisen, one of the cooperative parties, is an enterprise controlled by Mr. Wang Yisen, the controlling shareholder and actual controller of the Company. Therefore, this joint investment constitutes a related party transaction.
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This matter has been reviewed and approved by the Fifth Special Committee of Independent Directors of the Company in 2026, the Tenth Meeting of the Fifth Board of Directors' Development Strategy Committee, and the Thirty-eighth Meeting of the Fifth Board of Directors. Related directors abstained from voting. This transaction did not reach the standard for shareholder meeting approval and does not need to be submitted to the shareholder meeting.
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As of the disclosure date of this announcement, the Joint Venture Company has not yet been established, and its specific implementation status and progress are subject to uncertainty. Potential operating risks include the industrial and commercial registration of the Joint Venture Company, business landing, phased capital contributions from cooperative parties, and competition in new business sectors, technological iteration, and policy changes. Investors are advised to make prudent decisions and pay attention to investment risks.
I. Overview of External Investment
(I) Overview of This Transaction
To adapt to the national strategy for the development of the digital economy and promote the Company's transformation from traditional ecological environment construction to digital and intelligent new infrastructure construction, thereby creating a second growth curve for the Company. The Company plans to jointly sign an "Investment Cooperation Agreement" with Zhizhiyun Chuang and Nanjing Lisen to jointly establish a joint venture company engaging in green new infrastructure construction and operation businesses.
The registered capital of the Joint Venture Company is RMB 10 million, all of which will be contributed in cash. The equity structure is as follows:
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Jinpu Garden: Subscribed capital of RMB 5.5 million, holding 55%;
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Zhizhiyun Chuang: Subscribed capital of RMB 3.5 million, holding 35%;
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Nanjing Lisen: Subscribed capital of RMB 1 million, holding 10%.
Upon completion of this investment, the Joint Venture Company will be included in the Company's consolidated financial statements.
(II) Deliberation Status
On July 3, 2026, the Company convened the Fifth Special Committee of Independent Directors and the Tenth Meeting of the Fifth Board of Directors' Development Strategy Committee in 2026. The meetings reviewed and approved the "Proposal on the Company's Joint Investment with Related Party to Establish a Holding Subsidiary and Related Party Transaction" and agreed to submit this proposal to the Board of Directors for review.
On July 6, 2026, the Company held the Thirty-eighth Meeting of the Fifth Board of Directors in 2026. The meeting reviewed and approved the "Proposal on the Company's Joint Investment with Related Party to Establish a Holding Subsidiary and Related Party Transaction." Related director Mr. Wang Yisen abstained from voting. This transaction did not reach the standard for shareholder meeting approval and does not need to be submitted to the shareholder meeting.