Gude Electric Materials System (Suzhou) Co., Ltd. (hereinafter referred to as "the Company") and all members of the Board of Directors guarantee that the content of this information disclosure is true, accurate, and complete, without any false records, misleading statements, or significant omissions.
I. Transaction Overview
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Basic Situation of Signing the "Equity Transfer and Capital Increase Framework Agreement" On April 7, 2026, the Company signed the "Equity Transfer and Capital Increase Framework Agreement" with the shareholders of Gurede New Energy Materials (Shandong) Co., Ltd. (hereinafter referred to as "the Target Company" or "Gurede"), including Xiamen Xinke Huanqi Equity Investment Partnership (Limited Partnership) (hereinafter referred to as "Xiamen Xinke"), Chen Qiang, Zibo Shique Haohan Equity Investment Partnership (Limited Partnership) (hereinafter referred to as "Zibo Shique"), Ye Jianxing, Zhu Jianfeng, Zhang Jianfang, Yuan Feng, Tian Yanci, Xue Jiliang, You Jinhua, Cheng Xiaodi, Huang Weiguo, and Zhou Ying. The Company intends to acquire a total registered capital of RMB 27.985 million (corresponding to a pre-increase equity of 26.0059%) held by the aforementioned 13 shareholders in cash. At the same time, the Company plans to subscribe for the Target Company's newly increased registered capital of no more than RMB 15 million. The specific transfer price and capital increase price will be determined based on the valuation provided by the asset appraisal agency hired by the Company and negotiated by all parties, and shall be subject to the final formally signed equity transfer agreement and capital increase agreement. For details, please refer to the announcement disclosed by the Company on April 8, 2026, on the Giant Tide Information Network (Announcement No.: 2026-007).
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Basic Situation of Signing the "Equity Transfer Agreement" and "Capital Increase Agreement" On April 23, 2026, the Company held the 19th meeting of the 5th Board of Directors, which approved the proposal to sign the "Equity Transfer Agreement" with the shareholders of Gurede, including Xiamen Xinke, Chen Qiang, Zibo Shique, Ye Jianxing, Zhu Jianfeng, Zhang Jianfang, Yuan Feng, Tian Yanci, Xue Jiliang, You Jinhua, Cheng Xiaodi, Huang Weiguo, and Zhou Ying. The Company will acquire a total registered capital of RMB 27.985 million (corresponding to a pre-increase equity of 26.01%) from the aforementioned 13 shareholders in cash. At the same time, the Company agreed to sign the "Capital Increase Agreement" with Gurede, intending to subscribe for the newly increased registered capital of RMB 15 million. According to the asset appraisal report issued by Zhongshui Zhiyuan Asset Appraisal Co., Ltd., the total equity value of the Target Company's shareholders as of the appraisal benchmark date of February 28, 2026, is RMB 692.7 million. The parties confirmed that the overall valuation of the Target Company as of February 28, 2026, is RMB 691.2 million. The transaction amount for the Company's acquisition of 26.01% equity in Gurede is RMB 179.6637 million, and the Company will subscribe for Gurede's newly increased registered capital of RMB 15 million, which includes RMB 96.3 million for capital increase, with RMB 15 million counted as registered capital and the remaining RMB 81.3 million counted as capital reserve. After the completion of the equity transfer and capital increase, the Company's equity in Gurede will increase from 55.0228% to 83.3496%. The scope of the Company's consolidated financial statements will remain unchanged after this transaction. According to the "Shenzhen Stock Exchange Growth Enterprise Market Stock Listing Rules," "Management Measures for Major Asset Restructuring of Listed Companies," and "Articles of Association," this matter does not require the approval of the shareholders' meeting. This transaction does not constitute a related party transaction and does not constitute a major asset restructuring as defined by the "Management Measures for Major Asset Restructuring of Listed Companies."