1. Overview of Related Transactions
- To meet the funding needs for the business development and daily operations of the company and its subsidiaries within the consolidated financial statements, and to broaden financing channels and reduce financing costs, the company and its subsidiaries plan to apply for comprehensive credit from financial institutions in 2026. The controlling shareholder, actual controller, chairman, and general manager Mr. Zhu Guolai, along with his spouse Ms. Zhu Ying, and the shareholder holding more than 5%, director, and deputy general manager Mr. Zhu Haofeng, along with his spouse Ms. Qian Yuping, intend to provide joint liability guarantees for the relevant credit, with an estimated guarantee amount not exceeding RMB 250 million. The aforementioned related parties will not charge any fees during the guarantee period, and the company and its subsidiaries will not need to provide counter-guarantees for this guarantee. The specific guarantee forms, amounts, and durations will be subject to the actual guarantee agreements signed with the relevant financial institutions. The credit limit is intended for various banking operations, including working capital loans, bank acceptance bills, letter of credit issuance, bid guarantees, performance guarantees, advance payment guarantees, payment guarantees, quality guarantees, commercial bill endorsements, and acquisition loans.
- According to the relevant provisions of the Shenzhen Stock Exchange's GEM Listing Rules, Mr. Zhu Guolai and his spouse Ms. Zhu Ying, as well as Mr. Zhu Haofeng and his spouse Ms. Qian Yuping, are considered related parties of the company. The aforementioned matters constitute related transactions, and related directors Mr. Zhu Guolai and Mr. Zhu Haofeng abstained from voting. This proposal was approved by the special meeting of independent directors and the audit committee before being submitted to the board of directors for review.
- According to the relevant provisions of the Shenzhen Stock Exchange's GEM Listing Rules, transactions where the listed company unilaterally benefits, including receiving cash assets, debt relief, guarantees, and funding, can be exempted from submission to the shareholders' meeting for review. Therefore, this proposal is within the scope of the board of directors' review and does not need to be submitted to the shareholders' meeting.
- The resolution regarding the acceptance of related party guarantees and related transactions by the company and its subsidiaries is valid for 12 months from the date the board resolution takes effect. The board of directors authorizes the chairman or his designated agent to sign all legal documents related to the guarantee amount (including but not limited to applications, contracts, agreements related to credit, loans, financing, guarantees, etc.).
- This related transaction does not constitute a major asset restructuring as defined by the Measures for the Administration of Major Asset Restructuring of Listed Companies and does not require approval from relevant authorities.