Jinzhong Shares: Announcement on the proposed establishment of a new subsidiary to purchase assets

Securities code: 301133 Securities abbreviation: Jinzhong Shares Announcement number: 2026-055 Guangzhou Jinzhong Auto Parts Co., Ltd.

Announcement on the proposed establishment of a new subsidiary to purchase assets

The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete, and contains no false records, misleading statements or major omissions.

Special tips:

1. Guangzhou Jinzhong Auto Parts Co., Ltd. (hereinafter referred to as the "Company") plans to use a new subsidiary as the implementation entity to acquire 100% equity of Hefei Kaichi Auto Parts Co., Ltd. (hereinafter referred to as "Kaichi") for 159 million yuan in cash, and at the same time purchase Mondachi Automotive Systems (Anhui) Co., Ltd. (hereinafter referred to as "Mondachi") for 25 million yuan in cash as of 2026. All fixed assets held as of July 31, 2018 (hereinafter referred to as the "subject assets", and the aforementioned equity interests in Kaichi to be acquired are hereinafter collectively referred to as the "transaction target").

2. According to the "Shenzhen Stock Exchange GEM Stock Listing Rules" and "Administrative Measures for Major Asset Reorganization of Listed Companies" and other regulations, this transaction does not constitute a related transaction or a major asset reorganization.

3. This transaction has been reviewed and approved at the 24th meeting of the company's third board of directors and still needs to be submitted to the company's shareholders' meeting for review and approval. There is still uncertainty as to whether it can be passed smoothly.

4. This transaction can only be implemented after all the conditions for its effectiveness and prerequisites for delivery have been completed. There is still uncertainty as to whether the delivery, transfer, industrial and commercial changes and other matters of related assets can be successfully completed.

5. Although this transaction has been fully and carefully analyzed and demonstrated by the company, and the industry to which the transaction target belongs has good prospects, the business premises and production lines have obtained project certification from the original customer, and it has certain business foundation advantages, the future performance of the transaction target may still be affected by multiple factors such as macroeconomics, industry policies, market competition, customer demand, etc. If there are adverse changes in the above factors, or if the operation management and business expansion of the transaction target are not as expected, it may have an adverse impact on the company's overall operating performance.

6. The source of funds for this acquisition is the company's own funds or self-raised funds. This transaction will occupy a large amount of the company's liquidity. If self-raised funds are used, the company's financing costs will be increased accordingly, which may put certain pressure on the company's cash flow. If the company's future operating repayments are less than expected and the external financing environment undergoes adverse changes, it may cause the company's cash flow to be tight, which will have an adverse impact on the company's daily operating turnover and debt solvency. Investors are kindly requested to make rational investment decisions prudently and pay attention to investment risks.

1. Transaction Overview

(1) Basic information about this transaction

On July 23, 2026, the company signed a "Letter of Intent for Acquisition" with Kaichi and its sole shareholder Ningbo Dechi Automotive Technology Co., Ltd. (hereinafter referred to as "Ningbo Dechi"), and signed an "Asset Acquisition Term Sheet" with Mondachi and its sole shareholder Mondachi Automotive Systems (Suzhou Industrial Park) Co., Ltd. (hereinafter referred to as "Suzhou Mondachi"). As of the disclosure date of this announcement, verification work such as due diligence, auditing or evaluation corresponding to the transaction target has been completed. In conjunction with the company's overall development strategy, the company plans to acquire all ownership of the transaction subject through a newly established subsidiary (hereinafter referred to as the "newly established company") as the implementation entity. The newly established company has currently carried out preparatory work related to industrial and commercial establishment registration, but the specific name, registered address, registered capital and other industrial and commercial registration information have not yet been finalized. The relevant information is ultimately subject to the approval results of the market supervision and management department.

After equal and friendly negotiation between all parties, the company has reached an agreement with the counterparties of this transaction on the core terms of this transaction, and on August 31, 2026 On the same day, the "Equity Transfer Agreement between Guangzhou Jinzhong Auto Parts Co., Ltd., Ningbo Dechi Automotive Technology Co., Ltd., and Huakai Holding Group Co., Ltd. regarding Hefei Kaichi Auto Parts Co., Ltd." (hereinafter referred to as " Equity Transfer Agreement"), and signed the "Asset Transfer Agreement between Guangzhou Jinzhong Auto Parts Co., Ltd. and Mondachi Automotive Systems (Anhui) Co., Ltd. and Mondachi Automotive Systems (Suzhou Industrial Park) Co., Ltd." (hereinafter referred to as the "Asset Transfer Agreement") with Mondachi and Suzhou Mondachi. The company plans to acquire 100% of the equity of Kaichi for RMB 159 million; at the same time, it plans to purchase all fixed assets held by Mondachi as of July 31, 2026 for RMB 25 million. After the establishment of the new company is completed, the newly established company will serve as the implementation entity and implement the transaction in accordance with the provisions of the above-mentioned transfer agreement. After the completion of this transaction, the company will indirectly hold 100% of the equity of Kaichi, and Kaichi will be included in the company's consolidated financial statements.

(2) Approval procedures for the execution of this transaction

The company held the 24th meeting of the third board of directors on August 31, 2026, and reviewed and approved the "Relevant

Proposal to Purchase Assets in the Plan to Establish a New Subsidiary". This transaction still needs to be submitted to the company's shareholders' meeting for review. Dong

The board of directors requested the shareholders' meeting to authorize the chairman of the company or his authorized person to handle all matters related to this transaction with full authority.

Follow-up matters, including but not limited to signing, revising and supplementing relevant legal documents, handling asset delivery and ownership

Matters such as transfer of ownership, industrial and commercial change registration, etc.

According to the "Shenzhen Stock Exchange GEM Stock Listing Rules" and "Major Asset Restructuring Management of Listed Companies"

According to the Measures and other regulations, this transaction does not constitute a related transaction or a major asset reorganization.

As of the disclosure date of this announcement, except for the review procedures of the company’s shareholders’ meeting, there are no other conditions for this transaction.

He needs to fulfill the statutory approval procedures, and there are no major legal obstacles that hinder the implementation of this transaction.

2. Basic information of the counterparty

(1) Ningbo Dechi Automobile Technology Co., Ltd.

Name Ningbo Dechi Automotive Technology Co., Ltd.

Unified social credit code 91330201MA2H79CR60

Enterprise type Limited liability company (natural person investment or holding)

Registered capital 10 million yuan

Legal representative Wang Ming

Registered address: No. 19, Binhai 2nd Road, Qianwan New District, Ningbo, Zhejiang Province

General projects: manufacturing of auto parts and accessories; technical services, technology development, technical consulting, business scope technology exchange, technology transfer, technology promotion (except for projects that require approval according to law, business activities can be carried out independently with a business license in accordance with the law)

Huakai Holdings Group Co., Ltd. (hereinafter referred to as "Huakai Holdings") holds 70% of its equity; equity structure

Xu Hongyan holds 30% of its shares.

Hu Keqing is the actual controller of Ningbo Dechi. As of the disclosure date of this announcement, Hu Keqing serves as the executive director and manager of Huakai Holdings, and holds 99% of the equity of Huakai Holdings, with Huakai Holdings as the actual controller

The controlling shareholder of Ningbo Dechi holds 70% of the equity of Ningbo Dechi; Hu Keqing indirectly controls Ningbo Dechi through Huakai Holdings and indirectly holds 69.30% of the equity.

(2) Mengdachi Automotive Systems (Anhui) Co., Ltd.

Name Mengdachi Automotive Systems (Anhui) Co., Ltd.

Unified social credit code 91340111MA8NL7Q44Y

Enterprise type: Limited liability company (a sole proprietorship of a legal person that is not invested or controlled by a natural person)

Registered capital 5 million yuan

Legal representative CHRISTIANALBERTSTULZ

Registered address: No. 552, Zhengding Road, Economic and Technological Development Zone, Hefei City, Anhui Province

General projects: manufacturing of auto parts and accessories; manufacturing of auto hubs; manufacturing of auto decorative products; wholesale of auto parts; retail of auto parts; sales of auto decorative products; mold manufacturing; mold sales; auto parts research and development; technical services, technology development, technical consultation, technology exchange, technology transfer, technology promotion; import and export of goods; new material technology promotion services; business scope Spraying processing; general parts manufacturing; plastic product manufacturing; plastic surface treatment; high-performance fiber and composite material manufacturing; plastic product sales; new material technology research and development; professional design services; general equipment repair; special equipment repair; motor vehicle repair and maintenance; metal cutting and welding equipment sales; plastic processing special equipment sales (except for licensed businesses, projects that are not prohibited or restricted by laws and regulations can be independently operated in accordance with the law)

Equity structure Suzhou Mengdachi holds 100% of its equity

ALDEBARAN INVESTMENTASIAPACIFIC PTE.LTD. holds the actual controller of Suzhou Mengda

100% of the equity of Chi is its actual controller.

As of the disclosure date of this announcement, the above-mentioned counterparties are not persons subject to enforcement for breach of trust. After self-examination by the company, the above

The relationship between the counterparty and the company and the company’s top ten shareholders, directors and senior managers regarding property rights, business, assets,

There is no related relationship in terms of creditor's rights, debts, personnel, etc. or any other relationship that may or has caused the company's interests in it.

Other relationships that are beneficially tilted. There have been no similar transactions between the company and the above-mentioned counterparties in the past three years.

3. Basic information about the transaction object

(1) Hefei Kaichi Auto Parts Co., Ltd.

1. Basic situation

Name Hefei Kaichi Auto Parts Co., Ltd.

Unified social credit code 91340111MA8NLLUG6G

Enterprise type Limited liability company (a sole proprietorship of a legal person invested or controlled by a natural person)

Registered capital 100 million yuan

Legal representative Wang Ming

Registered address: No. 2280, Airport East Road, Economic and Technological Development Zone, Hefei City, Anhui Province

General projects: manufacturing of automobile parts and accessories; technical services, technology development, technical consultation, technology exchange, technology transfer, and technology promotion; rubber product sales; leasing services (excluding licensed leasing services); land use rights leasing; non-residential real estate leasing; electronic components business scope

Sales of electromechanical component equipment; maintenance of electronic and mechanical equipment (excluding special equipment); sales of plastic products (except for licensed businesses, projects that are not prohibited or restricted by laws and regulations can be independently operated in accordance with the law)

2. Equity structure

Kaichi is a limited liability company invested and established by Ningbo Dechi on January 13, 2022. The registered capital at the time of establishment was 10 million yuan. In July 2026, Ningbo Dechi made a shareholder meeting decision and agreed to increase capital for Kaichi. After the capital increase, Kaichi's registered capital will be 100 million yuan. The industrial and commercial change registration procedures corresponding to this capital increase will be completed in August 2026. As of the disclosure date of this announcement, the shareholders and equity structure of Ningbo Dechi are as follows:

Serial number Name of shareholder Capital contribution (10,000 yuan) Shareholding ratio

1 Ningbo Dechi 10,000.00 100.00%

3. Main business and core assets

Kaichi's main business is real estate and equipment leasing. Its core assets mainly include self-owned properties, land use rights and an automotive plastic parts coating production line. The aforementioned core assets are all leased to Montage. The specific situation is as follows:

(1) Real property rights

As of the disclosure date of this announcement, Kaichi’s land use rights and building ownership are as follows:

Certificate of construction

Order Rights Category Building Area Use Year of Completion

Rights Warrant number Name of property Location Land status Other rights number Model (㎡) Tu month

person name

Anhui (2024) State-owned Construction Economic Development Zone Airport East Road

Nature of the land: No land is available in Hefei City except for the one that has been leased. Hefei Mengda No. 2280

Hazardous industry 2023 State-owned transfer; Give Mengda 1 Kaichi movable property rights and use rights/Chi Auto Parts Factory 140.36

Pinku Industry July Land use: Chisui 1191993 Housing and painting line construction

Industry: Land Industrial Number Rights Project Hazardous Goods Library

Service life: Used in Anhui (2024) State-owned Construction Airport East Road, Economic Development Zone

Except for September 2022, there is no land in Hefei City No. 2280 Hefei Mengda

Work Date: October 10, 2023. Other 2 Kaichi movable property rights. Factory use rights/Chichi Auto Parts Factory 27,150.64

Business July 2072 September Other project rights 1191994 Housing and painting line construction

As of March 9th, Lihao has the right to project assembly workshop

(2) Tangible movable property

Kaichi owns an automobile plastic parts coating production line, which mainly consists of 2 bridge cranes and 2 paint lines. The related equipment is well maintained, has a neat appearance, a clear nameplate, can meet the process requirements, and is in stable operation.

4. Main financial data

The company hired Guangdong Sinong Accounting Firm (Special General Partnership) to audit Kaichi's financial statements, including the balance sheet on December 31, 2025, and July 31, 2026, the income statement, cash flow statement, statement of changes in owner's equity, and notes to relevant financial statements for 2025 and January-July 2026. According to the standard unqualified opinion issued by Guangdong Sinong Accounting Firm (Special General Partnership), the "Audit Report of Hefei Kaichi Auto Parts Co., Ltd. for 2025 and January-July 2026" (Sinong Shenzi)

[2026]26009920013). The main audited financial data of Kaichi in the past year and the latest period are as follows: Unit: 10,000 yuan

Item July 31, 2026 Total assets on December 31, 2025 12,345.74 11,852.46 Total liabilities 2,095.52 8,248.37 Net assets 10,250.22 3,604.09

Project January-July 2026 2025

Operating income 1,948.86 3,293.63 Operating profit 1,273.72 1,599.28 Net profit 955.15 1,215.04 Net cash flow from operating activities 159.29 1,484.18

Kaichi's main business is property and equipment leasing, which are all leased to Mengdachi. Its operating income comes from

Rent charged to Montage. After the completion of this transaction, Mengdachi will withdraw from the relevant business segments, and Kaichi and Mengdachi will

The relevant leasing agreement for Dachi will be terminated. The company will use Kaichi as its business entity, utilize the underlying assets, and undertake the dream

Dachi related business.

5. Evaluate the situation

The company hired Guangdong Lianxin Asset Appraisal Land and Real Estate Valuation Co., Ltd. (hereinafter referred to as "Lianxin Appraisal").

"Valuation") Taking July 31, 2026 as the valuation base date, the asset-based method and the income method were used to evaluate the value of all shareholders' equity of Kaichi, and the conclusion of the asset-based method was finally selected as the asset valuation

assessment conclusion, and issued the "Guangzhou Jinzhong Auto Parts Co., Ltd.'s Equity Acquisition Matters Involved"

And Hefei Kaichi Auto Parts Co., Ltd. All shareholders’ equity value asset evaluation report” (Lianxin (certificate)

Ping Bao Zi [2026] No. A0517) (hereinafter referred to as the "Kaichi Asset Assessment Report").

After evaluation, as of the evaluation base date, Kaichi's book net assets were 102.5022 million yuan, and the evaluated value of all shareholders' equity was 147.3539 million yuan, an increase of 43.76%. The specific situation is as follows:

Unit: 10,000 yuan

Item Book value Appraisal value Increase or decrease Appreciation rate % Current assets 1,572.68 1,572.68 - - Non-current assets 10,773.06 15,258.23 4,485.17 41.63 Including: investment real estate 6,260.13 11,050.31 4,790.18 76.52 Fixed assets 4,502.53 4,197.51 -305.02 -6.77 Deferred income tax assets 10.41 10.41 - -

Total assets 12,345.74 16,830.91 4,485.17 36.33 Current liabilities 2,083.40 2,083.40 - - Non-current liabilities 12.12 12.12 - - Total liabilities 2,095.52 2,095.52 - - Net assets (owners’ equity) 10,250.22 14,735.39 4,485.17 43.76

The increase in valuation this time is mainly due to the increase in valuation of investment real estate. The investment real estate involved in this evaluation includes the factory buildings, dangerous goods warehouses and occupied land use rights rented by Kaichi from Mengdachi. The original book value of the above-mentioned investment real estate is 71.9426 million yuan, the net book value is 62.6013 million yuan, the appraised value is 110.5031 million yuan, and the appraised value added is 47.9018 million yuan. According to the "Kaichi Asset Appraisal Report", the assessed unit price of the above-mentioned investment real estate is 4,070.00 yuan/square meter.

Lianxin Appraisal used the market comparison method to carry out this valuation work, collecting market transaction and rental price data of similar real estate in the vicinity during a similar period to the valuation base date, and screening to form comparable transaction samples. The market listed unit price range for similar industrial plants ranges from 3,400 yuan/square meter to 3,833 yuan/square meter. During the appraisal process, Lianxin Appraisal comprehensively considers core comparative factors such as transaction conditions, market conditions, and real estate conditions to compile a real estate condition adjustment index. The correction range and adjustment coefficient of each factor are carefully determined by the appraiser based on the actual market transactions of the current period. After being revised item by item, the corresponding price range for comparable cases is 3,697.27 yuan/square meter to 4,433.74 yuan/square meter. The unit price of this evaluation is within the above-mentioned comparison price range and is reasonable.

6. Pricing basis

According to the "Kaichi Asset Appraisal Report" issued by Lianxin Appraisal, as of July 31, 2026, the base date of assessment, the assessed value of all the equity of Kaichi shareholders is 147.3539 million yuan. At the same time, according to the "Equity Transfer Agreement", as of the valuation base date, Kaichi's accounts receivable of RMB 7.9279 million (book value), other receivables of RMB 541,500 (book value), and other payables of RMB 16.658 million are all owned by the counterparty. The appraised value of all Kaichi shareholders' equity is RMB 147.3539 million, which is RMB 155.5425 million after adjusting for the above-mentioned relevant agreements on the attribution of creditor's rights and debts. After friendly negotiation between the two parties, the transaction price was determined to be 159 million yuan.

This transaction uses the results of the appraisal report as the reference basis for pricing the equity transfer price, combined with the transaction's agreement on the attribution of relevant claims and debts on the appraisal base date, the expected synergy and resource integration value after the purchase of Kaichi's equity, and the transaction price determined through further negotiation. This is the true expression of the wishes of the parties to the transaction, and there is no harm to the interests of the company and shareholders. The appraisal agency that issued the appraisal report this time is independent, the appraisal assumptions of the relevant appraisal report are reasonable, the appraisal method is relevant to the appraisal purpose, and the appraisal results are fair and reasonable as the reference basis for the pricing of this transaction.

7. Other instructions

(1) As of the disclosure date of this announcement, after the company’s self-examination, Kaichi has no related relationship with the company, its controlling shareholders, actual controllers, shareholders holding more than 5% of the company’s shares, directors and senior managers and other related parties, nor is it a person subject to execution for breach of trust.

(2) Kaichi’s property rights are clear, and there are no mortgages, pledges or any other restrictions on transfer, no transfer of claims and debts, and no provision of guarantees or financial assistance to others. As of the disclosure date of this announcement, Kaichi has not been involved in any other major disputes, litigation, arbitration matters or judicial measures such as seizure or freezing, and there are no other circumstances that would hinder the transfer of ownership. There are no other provisions in the Kaichi Articles of Association or other documents that restrict the rights of shareholders other than laws and regulations.

(3) After the completion of this transaction, the company will hold 100% of the equity of Kaichi, and Kaichi will be included in the company's consolidated statements after the equity delivery is completed. The company has not provided guarantees or financial assistance to Kaichi, entrusted Kaichi with financial management, or otherwise occupied the company's funds with Kaichi. There is no business dealings between Kaichi and the company and its subsidiaries. There is no business dealings between Kaichi and the counterparty of this transaction. After the completion of this transaction, the company will not provide financial assistance to others in disguised form in the form of operating capital transactions.

(2) Fixed assets purchased

1. Fixed assets and their evaluation

The company plans to purchase all fixed assets held by Mengdachi as of July 31, 2026, mainly including injection molding machines, assembly lines and other production-related equipment and supporting facilities.

In this transaction, Lianxin Appraisal used the market method and cost method to evaluate the equipment assets held by Mengdachi. For equipment with sufficient market transaction cases and where valid inquiry and comparable market price data can be obtained, the market method is used for evaluation; for equipment with few open market transactions and it is difficult to obtain reliable market inquiry, the cost method is used for evaluation, and based on the assessed values of different assets. The assessment conclusions were summarized and the "Asset Assessment Report on the Market Value of Equipment Assets Held by Mengdachi Automotive Systems (Anhui) Co., Ltd. Involved in the Purchase of Assets by Guangzhou Jinzhong Auto Parts Co., Ltd." (Lianxin (Certificate) Evaluation Report [2026] No. C0500 No.) (hereinafter referred to as "Mondachi Asset Valuation Report"). After evaluation and calculation, as of the evaluation base date of July 31, 2026, the market value of the equipment assets held by Mengdachi that the company intends to purchase is 40.3637 million yuan including tax (including 13% value-added tax), and the tax-excluding evaluated value is 35.7201 million yuan. The original book value of the underlying assets in this transaction was RMB 63.3183 million, and the net book value was RMB 51.4374 million. The relevant circumstances are as follows:

Unit: Ten thousand yuan Asset Book value Appraisal value (including value-added tax) Value-added value Value-added rate number Type Original book value Net book value Replacement value Net value Original value Net value Original value Net value machine

1 6,096.26 5,039.84 4,562.77 3,927.97 -1,533.48 -1,111.87 -25.15 -22.06Equipment

electronic

2 235.57 103.90 108.41 108.41 -127.16 4.51 -53.98 4.34Equipment

Total 6,331.83 5,143.74 4,671.18 4,036.37 -1,660.64 -1,107.37 -26.23 -21.53

2. Pricing basis

According to the "Mondachi Asset Appraisal Report" issued by Lianxin Appraisal, as of July 31, 2026, the base date of assessment, the tax-included assessed value of all fixed assets held by Mondachi is 40.3637 million yuan (including 13% value-added tax). After negotiation and confirmation by all parties to the transaction, the asset transaction price was RMB 25 million.

The price of this transaction is lower than the net book value and appraisal amount, mainly because Mengdachi intends to withdraw from the relevant business segments. The price of this transaction was determined after full and equal consultation between all parties to the transaction.

3. Asset ownership status

The relevant fixed assets purchased this time are legally owned by Mengdachi and have clear property rights. Except for the fact that some assets have been mortgaged to financial institutions for financing needs, there are no pledges or any other restrictions on transfer. There are no judicial enforcement measures such as seizure or freezing. There are no disputes such as litigation or arbitration involving the subject assets, and there are no other circumstances that hinder the transfer of ownership. Mengdachi promises that before the completion of the delivery of the mortgaged assets involved in this transaction, all mortgages will be released to ensure that there are no mortgage or other encumbrances on the underlying assets at the time of delivery.

4. Main contents of the "Equity Transfer Agreement"

In order to ensure the completeness of the content of the agreement, the clause numbers are those of the original text of the agreement. The main contents of the "Equity Transfer Agreement" are as follows:

(1) Subject of the agreement

Party A (Transferee): Guangzhou Jinzhong Auto Parts Co., Ltd.

Party B (transferor): Ningbo Dechi Automotive Technology Co., Ltd.

Party C: Huakai Holding Group Co., Ltd.

(2) Main content

Article 2 The specific contents of this equity transfer

2.1 All parties have unanimously confirmed through consultation that this equity transfer will include the following specific contents:

2.1.1 Party B intends to transfer the target equity directly held by it (i.e., 100% equity of the target company, corresponding to the registered capital of the target company of 100 million yuan) and all corresponding rights and interests to Party A in accordance with the law.

2.1.2 After the completion of this equity transfer, Party A or its designated subsidiary will directly hold 100% of the equity of the target company, corresponding to the target company’s registered capital of 100 million yuan; Party B will no longer hold any equity or equity in the target company.

2.2 All parties unanimously confirm that there are no encumbrances of any kind on the subject equity of this equity transfer.

2.3 All parties agree that in order to ensure that the shareholding ratio of Party A or its designated subsidiary after the completion of this equity transfer complies with the purpose of this agreement, from the signing date of this agreement to the delivery date, if the target company uses capital reserve funds or surplus reserve funds to increase its registered capital, the amount of the target equity under this agreement will increase accordingly. The increased target equity is: Target company directly held by Party B 10,000 The sum of the capital contribution of RMB 10,000 and the increased capital contribution held for such equity. At the same time, the total price of the equity transfer remains unchanged.

Article 3 Transfer Price and Payment Arrangements

3.1 Transfer price of this equity transfer

3.1.1 In this equity transfer, the total equity transfer price for Party B to transfer the target equity directly held by it is RMB [159,000,000] yuan (in capital letters: RMB [one hundred and fifty-nine million yuan]), and the price includes tax.

3.2 Payment arrangements for equity transfer price

3.2.1 The payment arrangements for the equity transfer price are as follows:

3.2.1.1 The first-phase transfer price: The first-phase transfer price paid by Party A or its designated subsidiary to Party B is RMB [31,800,000] yuan (in capital letters: RMB [three thousand one hundred and eighty thousand yuan]), and shall be paid to Party B’s bank account within 15 working days after all the following conditions are met:

3.2.1.1.1 This Equity Transfer Agreement has come into effect.

3.2.1.2 The second-phase transfer price: The second-phase transfer price paid by Party A or its designated subsidiary to Party B is RMB [127,200,000] yuan (in capital letters: RMB [one hundred million, two thousand, seven hundred and twenty thousand yuan]), and shall be paid to Party B’s bank account within 30 working days after the delivery date.

Article 4 Transition Period Arrangements

4.1 The transition period for this transaction is from the audit base date (i.e. July 31, 2026, the same below) to the delivery date.

4.2 During the transition period, all parties shall abide by the provisions of Chinese law on the parties involved in this transaction, perform their due obligations and responsibilities, and shall not damage the rights and interests of the target company.

4.3 During the transition period, unless otherwise agreed in this Agreement, Party B shall ensure that the following situations will not occur in its target company during the transition period without the prior written consent of Party A:

4.3.1. Dispose of any interest in the subject equity in any way or place rights restrictions or encumbrances on it, or engage in any behavior that results in any adverse change in the interest in the subject equity;

4.3.2. Change and adjust the existing business principles and policies of the target company before the signing of this agreement, make substantial changes to the existing main business, or carry out any business other than the existing business, or suspend or terminate the existing main business;

4.3.3. Increase or reduce the registered capital of the target company, merge, split, dissolve, liquidate or change the company's organizational form, introduce new shareholders or change the existing equity structure of the target company in any way;

4.3.4. The target company plans to make any proposal/proposal to distribute profits;

4.3.5. The target company signs or reaches an agreement or arrangement to borrow money from a third party, provide guarantees to a third party, or provide loans to any third party, but does not include borrowings or loans required for daily operations;

4.3.6. In addition to matters arising from the current normal production, sales, and operation and management, any sale, transfer, license, mortgage, pledge or other disposal of the target company's assets (including intangible assets) exceeding RMB 500,000 (¥500,000.00) in a single transaction; disposal matters arising from normal production, sales, and operation and management shall be carried out in accordance with the internal system of the target company;

4.3.7. Take the initiative to exempt or give up the target company’s claims and rights of recourse against others;

4.3.8. Modify existing contracts or agreements (except to satisfy the prerequisites for delivery and effective conditions stipulated in Articles 5.1 and 11.1 of this Agreement), and the relevant modifications have a significant adverse impact on the target company or this transaction;

4.3.9. Other related matters that may cause significant losses to the interests of the target company and/or Party A, as well as any actions or inactions that may lead to the above situations.

4.4 Notwithstanding the provisions of Article 4.3, upon unanimous agreement of all parties:

4.4.1. In order to satisfy the effective conditions agreed in Article 11.1 of this Agreement, the debt settlement arrangements implemented by the parties in accordance with this Article are not subject to the restrictions in Article 4.3.

4.4.2. The parties’ arrangements for the target company’s profit and loss during the transition period in accordance with Article 4.6 of this Agreement are not subject to the restrictions of Article 4.3.

4.5 During the transition period, Party B shall not harm the interests of the target company and ensure that the target company fulfills the following obligations:

4.5.1 The target company’s business will continue its previous operations normally in all significant aspects, and ensure that there will be no major adverse changes in the target company’s assets and operations to the maximum extent that it can control;

4.5.2 Not to violate the commitments and warranty terms under this Agreement through actions or omissions;

4.5.3 Notify Party A in writing in a timely manner of any events, facts, conditions, changes or other circumstances that have had or may have a significant adverse impact on the target company.

4.6 During the transition period, the profits or losses arising from the underlying equity will be enjoyed or borne by Party A, but the profits or losses arising from the following matters will be enjoyed or borne by Party B:

4.6.1 The 2026 rights and interests enjoyed by the target company arising from the "Factory Leasing Contract" (the lease period is from August 1, 2023 to July 31, 2033) and the "Equipment Leasing Contract" (the lease period is from September 1, 2023 to August 31, 2033) signed by the target company with Suzhou Mengdachi and Mengdachi The rental income of the plant and equipment from August 2019 to the delivery date shall be enjoyed by Party B;

4.6.2 The liquidated damages (if any) paid by Suzhou Mengdachi or Mengdachi due to the termination of the above-mentioned "Factory Leasing Contract" and "Equipment Leasing Contract" by the target company and Suzhou Mengdachi or Mengdachi shall be enjoyed by Party B. Party B shall make its best efforts to determine the amount of the aforementioned liquidated damages on August 31, 2026;

4.6.3 The value-added tax, real estate tax, and corporate income tax (calculated as tax-exclusive income - depreciation fee for the corresponding period - real estate tax - land use tax) × 25% incurred by the target company due to the above-mentioned rent and liquidated damages from September 2026 to the delivery date shall be borne by Party B.

4.7 All parties agree and confirm that, except that the amounts involved in Article 4.6 belong to Party B, the target company’s accounts receivable, other payables, and other receivables as of the audit base date (the specific amount shall be based on the audited financial statements) all belong to Party B.

4.8 All parties agree and confirm that the claims corresponding to the income attributable to Party B as stipulated in Articles 4.6.1 and 4.6.2 of this Agreement and the claims and debts owned by Party B as stipulated in Article 4.7 shall be transferred to Party B through the transfer of claims and debts, and the relevant claims and debts shall be transferred to Party B through a written agreement document jointly signed by the target company, Party B, Mengdachi/Suzhou Mengdachi and Huakai Holding Group Co., Ltd.; Article 1 of this Agreement Party A has the right to deduct the taxes and fees agreed in Article 4.6.3 from the second-phase equity transfer price. Party A and Party B shall sign a supplementary agreement to adjust the second-phase transfer price after the relevant taxes and fees are determined. The adjusted amount (that is, the amount after deducting the taxes and fees in Article 4.6.3 from the original transfer price) is the equity transfer price.

Article 5 Delivery Arrangements

5.1 The conditions precedent for the delivery of this transaction are subject to the following matters being fully satisfied or waived by Party A in writing: 5.1.1 The conditions for the agreement to take effect as stipulated in Article 11.1 of this Agreement have been fulfilled;

5.1.2 Party A has paid the first equity transfer price to Party B in accordance with Article 3.2.1.1 of this Agreement;

5.1.3 The target company terminates all housing and equipment rental contracts signed with Suzhou Mengdachi and Mengdachi and signs a written termination agreement with them;

5.1.4 Party B transfers all existing information of the target company to Party A, including but not limited to originals and copies of certificates, seals, financial accounts, asset ownership certificates, contract documents, bank account information, audit reports and other complete financial accounting information, and Party B signs the "Target Company Transfer List" to Party A. 5.2 Both parties promise to use their best efforts to ensure that the conditions precedent to delivery listed in Article 5.1 are fulfilled within [3] months after the effective date of this Agreement or other deadlines as otherwise agreed upon by both parties.

5.3 From the date the target equity is transferred and registered in the name of Party A, Party A becomes the legal owner of the target equity and enjoys and assumes all rights, interests, obligations and responsibilities related to the target equity.

5.4 Within [10] working days from the date when the delivery conditions agreed in Article 5.1 are all met or waived in writing by Party A, the target company and Party B shall actively cooperate with Party A to complete the industrial and commercial change registration procedures for this equity transfer.

Article 6 Statements, Guarantees and Commitments

6.1 Party A declares and warrants as follows, and ensures that the following statements and warranties are true, accurate and effective: 6.1.1 Party A is a joint-stock company established in accordance with Chinese laws and legally and validly existing; Party A has all necessary rights and abilities to enter into this Agreement and perform all obligations and responsibilities under this Agreement; this Agreement will be legally binding on Party A once it takes effect.

6.1.2 Party A guarantees that all documents, materials and information related to this agreement provided to Party B and the target company are true, accurate and valid, and that there are no known or should-be-known illegal facts and legal obstacles that have not been disclosed to Party B and the target company and affect the signing of this agreement.

6.1.3 Party A’s obligations in this agreement are legal and valid, and its performance will not conflict with Party A’s other agreement obligations, nor will it violate any laws.

6.1.4 Party A guarantees that the source of funds used to pay the equity transfer price is legal.

6.2 Party B and Party C individually and jointly make the following statements and warranties to Party A, and ensure that the following statements and warranties are true, accurate and effective:

6.2.1 Statements and warranties regarding the approval and authorization related to this Agreement and this transaction:

6.2.1.1 Party B and Party C are limited liability companies established in accordance with Chinese laws and legally and effectively existing. Party B has all necessary rights and abilities to enter into this Agreement and perform all obligations and responsibilities under this Agreement. This Agreement will be legally binding on Party B once it takes effect.

6.2.1.2 Party B guarantees to provide all kinds of information and documents required to complete this transaction and to sign all documents necessary to complete this transaction, including but not limited to actively handling this transaction and cooperating with other relevant parties to sign this agreement and performing relevant internal decision-making procedures and handling industrial and commercial change registration procedures.

6.2.1.3 Party B guarantees that all documents, materials and information related to this transaction provided to Party A and the intermediaries hired by Party B are true, accurate and valid in all material aspects; guarantees that there are no illegal facts and legal obstacles that are known or should be known but have not been disclosed to Party A and will affect the signing of this agreement; nor are there any false records, misleading statements or major omissions in any material aspects.

6.2.1.4 As of the signing date of this Agreement, except for all documents, materials and information related to this transaction provided by Party B or the target company to Party A and its hired intermediaries, Party B or the target company does not have any major debts and contingent liabilities that have not been disclosed to Party A that may have a significant adverse impact on the target company (including but not limited to: external loans that have not been disclosed to Party A). payments, advances, accounts payable, taxes payable, external guarantees that have not been disclosed to Party A; any major infringement debts arising from environmental protection, intellectual property rights, product quality, production safety, personal rights, etc.; any major disputes, litigation, arbitration, taxation, administrative penalties and any major potential disputes that have not been settled or foreseeable, etc.). If before the closing date of this equity transfer, the target company has any undisclosed circumstances that have not been disclosed in the relevant materials before the signing date of this agreement and Party B has not notified Party A in writing, such as major debts, related party fund occupation, external guarantees, administrative penalties that have or will occur or will occur, or any undisclosed circumstances that have caused or are reasonably expected to have a significant adverse impact, Party B shall notify Party B within 30 days from the date of the occurrence of the aforementioned circumstances. Party A will be compensated for these losses within a few days, and Party C will be jointly and severally liable for compensation.

6.2.1.5 Before the completion date of this equity transfer, except for all documents, materials and information related to this transaction provided by Party B or the target company to Party A and its hired intermediaries, the target company has no illegal or illegal activities that will cause significant adverse effects in the aspects of industry and commerce, taxation, environmental protection, production safety, social insurance, housing provident funds, etc. If it is subject to administrative penalties or has debts recovered or is sued or arbitrated due to the aforementioned illegal activities, Party B will voluntarily assume the payment obligations for such amounts and will start from the date of the occurrence of the above-mentioned circumstances 30 The corresponding amount will be compensated to Party A within days, and Party C will bear joint liability for compensation.

6.2.2 Statements and warranties regarding the underlying equity:

6.2.1.1 Party B is the sole legal owner of the underlying equity.

6.2.1.2 Party B guarantees that there is no pledge or any form of encumbrance on the underlying equity held by it. Party B guarantees that there are no judgments or awards restricting the transfer of equity in the target company's equity held by it, and there are no unresolved or potential lawsuits, arbitrations and other disputes involving the transfer of equity and ownership, or any third-party rights, etc.

6.2.3 Party B and Party C will jointly bear the economic and legal liabilities arising from violation of the above paragraphs and compensate Party A for all direct or indirect economic losses suffered thereby.

6.3 Each party commits to assume its obligations and responsibilities as stipulated in this Agreement, and to provide necessary assistance when other parties make other reasonable requests related to the transaction matters mentioned in this Agreement.

6.4 After the signing of this agreement, if any other party outside the agreement raises objections, claims rights or applies for restrictive measures regarding the subject equity, Party B and Party C are obliged to coordinate with the relevant parties so that this transaction will not be adversely affected.

6.5 Each of the above statements, undertakings and warranties of the parties to this Agreement shall be deemed to be a separate statement, undertaking and warranty (unless otherwise expressly provided to the contrary in this Agreement), and each of the foregoing statements, undertakings and warranties shall not be limited or restricted by reference to or reference to any other representations and warranties or any other terms of this Agreement.

Article 7 Taxes and Fees

7.1 All parties agree that any taxes or fees payable by each party for the performance of this Agreement in accordance with Chinese laws shall be borne by each party.

7.2 All parties agree that Party B shall declare the income tax payable by Party B to the relevant tax authorities in a timely manner in accordance with Chinese laws and regulations, and Party A is not responsible for withholding and payment. If Party B fails to declare taxes to the relevant tax authorities in a timely manner and causes any losses to Party A, Party B shall be liable for compensation.

7.3 All parties agree that the relevant expenses incurred by each party due to the performance of this Agreement, which cannot be determined according to Chinese law, shall be borne by all parties through negotiation.

Article 8 Force Majeure

8.1 The term "force majeure" as used in this Agreement refers to events such as earthquakes, typhoons, floods, fires, wars, epidemics, etc. that are unforeseen, insurmountable, and inevitably cause obstacles to the parties' performance of their obligations under this Agreement.

8.2 If a force majeure event occurs, which directly affects the performance of this Agreement or the conditions stipulated in this Agreement cannot be performed, the party where the force majeure event occurs shall immediately notify the other parties of the event by email or other reasonable means, and shall notify the other party within 15 days from the date of the force majeure event. Provide sufficient evidence to prove the occurrence, expected duration and impact of the force majeure event within 12 days, and issue valid supporting documents on the reasons for the inability to perform or partial inability to perform or the need to postpone the performance of this agreement; based on the degree of impact of the force majeure event on the performance of this agreement, the parties shall negotiate and decide whether to change, terminate or terminate this agreement.

8.3 No party has the right to claim compensation from the other party for losses caused by force majeure events.

Article 9 Liability for breach of contract

9.1 All parties agree that if any party to this Agreement (the "breaching party") fails to perform or does not fully or appropriately perform its obligations under this Agreement, or breaches any of its representations, warranties and commitments in this Agreement or any terms of this Agreement, it shall constitute a breach of contract; in this case, the other party ("the non-defaulting party") has the right to decide to take one or more of the following remedies:

9.1.1 Require the defaulting party to make timely and effective remedies for its breach of contract to eliminate the adverse effects or consequences or require the defaulting party to continue to fully perform its commitments and obligations.

9.1.2 If the defaulting party's breach of contract seriously damages the interests of the non-defaulting party, or if the defaulting party fails to make up for it within a reasonable time although it can be made up, resulting in the failure to achieve the purpose of this agreement, the non-defaulting party may unilaterally terminate this agreement by sending a written notice to the defaulting party, and the cancellation notice will be effective from the date of delivery. 9.1.3 Require the breaching party to compensate for all direct economic losses it suffers.

9.1.4 Other relief measures stipulated in Chinese laws and this Agreement.

9.2 After this Agreement comes into force, except for force majeure and Party B’s reasons, if Party A fails to pay the price on time in accordance with the payment arrangement of this Agreement and has not paid for more than 15 days, Party B has the right to require Party A to pay Party B a liquidated damages calculated daily of three ten thousandths of the unpaid transfer price payable for that period. If Party A fails to pay for more than 30 days, Party B has the right to unilaterally terminate this Agreement and require Party A to pay an additional [2,000] Ten thousand yuan] as liquidated damages and Party A will be held accountable for other breach of contract liabilities in accordance with this agreement.

9.3 After this Agreement comes into force, except for force majeure and Party A’s reasons, if Party B fails to cooperate in handling the industrial and commercial change registration procedures in accordance with Article 5.4 of this Agreement and fails to do so within 15 days after the agreed time limit, Party A has the right to require Party B to calculate a daily liquidated damages of three ten thousandths of the transfer price paid by Party B and pay it to Party A. If Party B exceeds the agreed time limit of 30 If Party A fails to cooperate with the industrial and commercial change registration procedures on the date of the change, Party A has the right to unilaterally terminate this agreement and require Party B to pay an additional [20 million yuan] liquidated damages and pursue Party B's other breach of contract liabilities in accordance with this agreement.

9.4 If the liquidated damages stipulated in this Agreement for the breaching party are insufficient to compensate for the actual losses of other parties to this Agreement, the breaching party shall also compensate the other parties for the difference between the actual losses and the liquidated damages.

9.5 All parties agree that if the payment time is delayed due to legal, regulatory or policy restrictions, or due to government departments and/or securities trading regulatory agencies (including but not limited to China Securities Regulatory Commission, Shenzhen Stock Exchange) imposing regulatory requirements or performing review procedures based on this transaction, or causing the underlying equity to be unable to be transferred and/or registered for industrial and commercial changes as stipulated in this agreement, and ultimately resulting in the inability to perform this agreement, neither party will be deemed to have breached the contract.

9.6 The rights and remedies stipulated in this Agreement are cumulative and do not exclude other rights or remedies provided by applicable laws and regulations.

9.7 A waiver by each party to this Agreement of remedies for breach of contract will be effective only if made in writing. A party's failure or delay in exercising any of its rights or remedies under this Agreement will not constitute a waiver, nor will a party's partial exercise of a right or remedy prevent it from exercising other rights or remedies.

9.8 The rights and remedies of the non-breaching party stipulated in this Agreement shall remain valid in the event that this Agreement or any other provision of this Agreement is invalid or terminated; any party who breaches this Agreement shall bear liability for breach of contract and shall not be relieved by the termination or rescission of this Agreement.

Article 10 Law Application and Dispute Resolution

10.1 The formation, validity, interpretation, performance and dispute resolution of this Agreement shall be governed by and interpreted in accordance with Chinese laws.

10.2 All disputes arising out of or related to the execution of this Agreement shall be resolved through friendly negotiation between the parties. If any dispute cannot be resolved through negotiation within sixty (60) days after the dispute occurs, either party has the right to submit the dispute to the Shenzhen Court of International Arbitration for arbitration.

10.3 During the dispute resolution period, except for the disputed matters, all parties shall continue to fully perform the provisions of this Agreement. If any provision of this Agreement is deemed invalid by a people's court or arbitration institution, the validity of the other provisions of this Agreement will not be affected in any way.

Article 11 Effectiveness, modification and termination of the agreement

11.1 This Agreement is established when signed and sealed by all parties and their legal representatives or authorized representatives, and will take effect after all the following conditions are met:

11.1.1 All parties involved in this agreement have completed their internal approval procedures for this transaction and obtained all necessary authorizations to sign this agreement;

11.1.2 The target company has paid off all debts between it and Huakai Holding Group Co., Ltd. as of the audit base date (the details and amounts shall be subject to the audited financial statements, the same below), and has terminated the loan agreements with Huakai Holding Group Co., Ltd. and Tianjin Dechi Auto Parts Co., Ltd. After consultation, all parties agreed to repay the target company’s debt to Huakai Holding Group Co., Ltd. through the following methods:

11.1.2.1 The target company will transfer the credits and debts it enjoys or assumes in accordance with Articles 4.6.1, 4.6.2, and 4.7 of this Agreement to Party B by jointly signing a written agreement with Party B, Mengdachi/Suzhou Mengdachi, and Huakai Holding Group Co., Ltd.;

11.1.2.2 If Party B’s claims under Articles 4.6.1, 4.6.2, and 4.7 cannot fully cover its debt to Huakai Holding Group Co., Ltd., Party B shall increase capital in the target company in the form of currency, and all the capital increase shall be used exclusively to repay the above debts and shall not be misappropriated for other purposes until the target company’s debt to Huakai Holding Group Co., Ltd. is fully paid off.

11.2 Unless the relevant conditions for the effectiveness of the agreement listed in Article 11.1 above are waived or expressly waived by both parties (and are permitted by laws and regulations), the date on which the last of the conditions for the effectiveness of the agreement listed in Article 11.1 above is achieved shall be the effective date of this Agreement.

11.3 If before the implementation of this transaction, the laws and regulations applicable to this transaction are revised, other mandatory approval requirements are proposed or some administrative licensing matters are exempted, the effective conditions of this agreement will be adjusted based on the laws and regulations in effect at that time.

11.4 This Agreement may be changed by consensus of all parties.

11.4.1 Any modifications to this Agreement must be agreed by all parties and made in the form of a signed written document, otherwise, they will not be binding on the other parties; important or substantive modifications to this Agreement must obtain the required approvals, licenses, and filings with reference to the provisions of this Agreement before they can take effect; such modifications and additions to the Agreement in the form of written documents will become an integral part of this Agreement. Changes to the agreement do not affect the rights of the parties to claim damages.

11.4.2 If the relevant terms under this Agreement or the relevant conditions of this transaction are changed due to changes in relevant laws, regulations or policies, or in accordance with the requirements of government departments and/or securities trading regulatory agencies (including but not limited to the China Securities Regulatory Commission, the Shenzhen Stock Exchange and the Clearing Company), the parties shall do their best to reach an agreement and accept such changes. 11.5 This agreement may be terminated when one of the following circumstances occurs:

11.5.1 The parties may terminate this Agreement by consensus. In this case, this Agreement shall be terminated on the date on which all parties agree in writing to terminate this Agreement.

11.5.2 If this agreement fails to take effect within [180 days] after signing due to reasons not attributable to any party to this agreement, either party to this agreement has the right to terminate this agreement, and the parties will not bear each other's liability for breach of contract; however, upon consensus reached by all parties, the parties may negotiate to adjust relevant transaction arrangements and sign written documents such as supplementary agreements.

11.5.3 If this Agreement is terminated in accordance with the provisions of Articles 11.5.1 and 11.5.2 above, each party to this Agreement shall, in accordance with the principle of restoration to the original status quo, sign all documents and take all necessary actions or respond to the reasonable and legal requirements of the other party (the request shall not be unreasonably rejected).

5. Main contents of the "Asset Transfer Agreement"

In order to ensure the completeness of the content of the agreement, the clause numbers are those of the original text of the agreement. The main contents of the "Asset Transfer Agreement" are as follows:

(1) Subject of the agreement

Party A (Transferee): Guangzhou Jinzhong Auto Parts Co., Ltd.

Party B (Transferor): Mengdachi Automotive Systems (Anhui) Co., Ltd.

Party C: Mondachi Automotive Systems (Suzhou Industrial Park) Co., Ltd.

(2) Main content

Article 2 Underlying Assets

2.1. Scope of assets: The subject assets under this agreement are all fixed assets legally owned by Party B as of July 31, 2026 (including but not limited to machinery and equipment, electronic equipment, etc.). The scope of the subject assets shall be based on the assessment details in the "Asset Appraisal Report".

For the avoidance of doubt, the scope of assets mentioned in this article includes the equipment listed in Article 11.1.2. As of the signing date of this agreement, this batch of equipment is under financial lease. Party B promises to complete the purchase and obtain complete ownership before this agreement takes effect.

2.2. Valuation base date: The valuation base date for this asset transfer is July 31, 2026.

Article 3 Transfer Price and Payment

3.1. Transfer price of this asset transfer

3.1.1. Pricing basis: All parties have unanimously confirmed through consultation that the transfer price of this asset transfer is based on the assessed value of the net value of fixed assets stated in the "Asset Appraisal Report" issued by an appraisal institution with securities and futures-related business qualifications, and is priced through negotiation between Party A and Party B.

3.1.2. All parties have unanimously confirmed through consultation that the transfer price of this asset transfer is determined to be [25,000,000.00] yuan including value-added tax (in capital letters: RMB [two hundred and five million yuan]).

3.2. Payment arrangement for asset transfer price

3.2.1. The first-phase transfer price: The first-phase transfer price paid by Party A to Party B is RMB [5,000,000.00] yuan (in capital letters: RMB [five million yuan]), and shall be paid to the transferor's bank account within 15 working days after all the following conditions are met:

3.2.1.1. This asset transfer agreement comes into effect.

3.2.2. The second-phase transfer price: The second-phase transfer price paid by Party A to Party B is RMB [17,500,000.00] yuan (in capital letters: RMB [one thousand seven hundred and fifty thousand yuan]), and shall be paid to the transferor's bank account within 15 working days after all the following conditions are met:

3.2.2.1. The conditions precedent to delivery specified in Article 5.2 of this Asset Transfer Agreement are all met (or waived by Party A).

3.2.3. The third phase transfer price: The third phase transfer price paid by Party A to Party B is RMB [2,500,000.00] million (in capital letters: RMB [two hundred and fifty thousand yuan]), and shall be paid to the transferor's bank account within 15 working days after all the following conditions are met:

3.2.3.1. The underlying assets have been operating normally for 6 months since the delivery date without major failures.

3.2.4. Party B shall issue a special value-added tax invoice to Party A based on the current payment amount on the day when Party A pays each transfer price.

Article 4 Transition Period Arrangements

4.1. All parties unanimously confirm that the transition period of this transaction is from the valuation base date to the delivery date. During the transition period, Party B shall be fully responsible for the depreciation and damage of the subject assets due to natural wear and tear or Party B's poor custody, and Party A has the right to directly deduct the corresponding amount from the transfer price or require Party B to compensate in equal amounts, and Party C shall bear joint and several liability.

4.2. During the transition period, unless otherwise agreed in this Agreement or agreed in writing by Party A or exempted, Party B shall: 4.2.1. Not adjust the specific scope of the underlying assets;

4.2.2. Contracts and transactions related to the subject assets shall not be signed, changed, modified or terminated (except to satisfy the prerequisites for delivery and effective conditions specified in Articles 5.2 and 11.1 of this Agreement);

4.2.3. Shall not assume liabilities or other liabilities related to the subject assets or give up rights related to the subject assets;

4.2.4. No disposal of the underlying assets is allowed;

4.2.5. Perform good management of the underlying assets and liabilities.

Article 5 Delivery Arrangements

5.1. Provided that all conditions precedent to delivery are fulfilled or satisfied, delivery shall occur at the location designated by Party A and Party B on the delivery date.

5.2. The delivery date of this transaction shall be subject to the following conditions precedent being met or waived, and shall be subject to the date stated in the written confirmation document issued by Party A:

5.2.1. The conditions for the agreement to take effect as stipulated in Article 11.1 of this Agreement have been fulfilled.

5.2.2. Party A and Party B shall jointly check, count, and hand over all the subject assets at the designated place agreed in Article 5.1 and on the day of payment of the first installment of the transfer price as agreed in Article 3.2.1 of this Agreement (the scope of the assets shall be subject to the evaluation schedule in the "Asset Appraisal Report"), and sign the asset transfer confirmation form.

5.2.3. Party B shall hand over to Party A all data related to the subject assets (whether written in writing or saved in a computer or otherwise), including but not limited to equipment purchase contracts, invoices, payment vouchers and other original acquisition documents, equipment technical parameters, instructions for use, operating manuals, equipment maintenance records, repair records and other data.

5.2.4. Party B contacts the lessor to negotiate the termination of the housing and equipment rental contract listed in Appendix 1 or assists Party A in handling the sublease procedures of the relevant lease contract, and actively cooperates to complete the cleanup of the relevant leased equipment (if necessary) in the Mengdachi Hefei factory (specifically refers to the industrial factory leased by Party B located at No. 2280 Airport East Road, Hefei Economic and Technological Development Zone, Anhui Province, the same below).

5.2.5. Party B completes the cleanup of other equipment, materials, shelves and other assets in the Hefei factory of Mengdachi that are not owned by Party B.

5.3. Both parties promise to do their best to ensure that the conditions precedent to delivery listed in Article 5.2 are fulfilled within 3 months after the effective date of this agreement or other deadlines otherwise agreed by the parties.

5.4. Upon completion of delivery, Party A becomes the legal owner of the subject assets and enjoys and assumes all rights, interests, obligations and responsibilities related to the subject assets.

Article 6 Representations and Warranties

6.1. Party A declares and warrants as follows, and ensures that the following statements and warranties are true, accurate and effective: 6.1.1. Party A is a joint-stock company established in accordance with Chinese laws and legally and validly existing. Party A has all necessary rights and abilities to sign this Agreement and perform all obligations and responsibilities under this Agreement; this Agreement will be legally binding on Party A once it takes effect.

6.1.2. Party A guarantees that all documents, materials and information related to this Agreement provided to Party B and Party C are true, accurate and valid, and that there are no illegal facts or legal obstacles that are known or should be known but have not been disclosed to Party B and Party C that would affect the signing of this Agreement.

6.1.3. Party A guarantees that the source of funds used to pay the asset transfer price is legal.

6.1.4. Regarding the relevant approvals or authorizations required for the transaction mentioned in this Agreement after the signing of the agreement, Party A shall use its best efforts to obtain them.

6.1.5. Party A guarantees to assume other obligations and responsibilities that should be borne by it as stipulated in this Agreement, and to provide necessary assistance when Party B raises other reasonable requirements related to the transaction matters mentioned in this Agreement.

6.2. Party B and Party C respectively and jointly make the following statements and warranties to Party A, and ensure that the following statements and warranties are true, accurate and effective:

6.2.1. Both Party B and Party C are limited liability companies established in accordance with Chinese laws and legally and effectively existing. Party B and Party C have all necessary rights and abilities to sign this Agreement and perform all obligations and responsibilities under this Agreement; this Agreement will be legally binding on Party B and Party C once it takes effect.

6.2.2. Party B guarantees that all documents, materials and information related to this transaction provided to Party A and the intermediaries hired by Party B are true, accurate and valid in all material aspects; guarantees that there are no illegal facts and legal obstacles that are known or should be known but have not been disclosed to Party A and will affect the signing of this agreement; nor are there any false records, misleading statements or major omissions in any material aspects.

6.2.3. Party B is the sole legal owner of the subject assets, and Party B has the right to transfer the subject assets to Party A. 6.2.4. As of the signing date of this Agreement, except for the equipment listed in Article 11.1.2 which is under financial lease, Party B guarantees that the subject assets do not have any mortgage, pledge, lien, seizure, freezing or other rights that are restricted or recourse by any third party, and that there are no ongoing or potential disputes.

6.2.5. The acquisition and use of the subject assets are in compliance with national laws, regulations and industrial policies, and there is no risk of the subject assets being confiscated, sealed or restricted in use due to violations of laws and regulations in environmental protection, taxation, labor and employment, intellectual property rights, etc.

6.2.6. Party B and Party C guarantee to properly handle the employee placement and third-party debt settlement matters agreed in Articles 11.1.3 and 11.1.4. If Party A’s production and operation in Mengdachi’s Hefei factory is hindered due to the aforementioned problems after this agreement comes into effect, Party B will bear all direct or indirect economic losses suffered by Party A, and Party C shall bear joint and several liability for compensation.

6.2.7. Party B and Party C will be fully responsible for Party B’s subsequent production suspension and relocation in Mengdachi’s Hefei factory, and will jointly bear all expenses incurred by Party B during the production suspension and relocation process (including but not limited to the settlement of all third-party supplier debts and financial debts of Party B, employee resettlement expenses, liquidated damages, etc.).

6.2.8. Party B and Party C will jointly bear the economic and legal liabilities arising from violation of the above paragraphs and compensate Party A for all direct or indirect economic losses suffered thereby.

Article 7 Taxes and Fees

7.1. All parties agree that any taxes or fees payable by each party for the performance of this Agreement in accordance with Chinese laws shall be borne by each party.

7.2. All parties agree that Party B shall declare the income tax payable by Party B on this asset transfer to the relevant tax authorities in a timely manner in accordance with Chinese laws and regulations. Party A is not responsible for withholding and payment. If Party B fails to declare taxes to the relevant tax authorities in a timely manner and causes any losses to the transferee, Party B shall bear liability for compensation.

7.3. All parties agree that the relevant expenses incurred by each party due to the performance of this Agreement, which cannot be determined according to Chinese law, shall be borne by all parties through negotiation.

Article 8 Force Majeure

8.1. The term "force majeure" as mentioned in this Agreement refers to events such as earthquakes, typhoons, floods, fires, wars, etc. that are unforeseen, insurmountable, and inevitably cause obstacles to the parties' performance of their obligations under this Agreement.

8.2. If a force majeure event occurs, which directly affects the performance of this Agreement or the conditions stipulated in this Agreement cannot be performed, the party where the force majeure event occurs shall immediately notify the other parties of the event by email or other reasonable means, and shall notify the other party within 15 days from the date of the force majeure event. Provide sufficient evidence to prove the occurrence, expected duration and impact of the force majeure event within 12 days, and issue valid supporting documents on the reasons for the inability to perform or partial inability to perform or the need to postpone the performance of this agreement; based on the degree of impact of the force majeure event on the performance of this agreement, the parties shall negotiate and decide whether to change, terminate or terminate this agreement.

8.3. No party has the right to claim compensation from the other party for losses caused by force majeure events.

Article 9 Liability for breach of contract

9.1. All parties agree that if any party to this Agreement (the "breaching party") fails to perform or does not fully or appropriately perform its obligations under this Agreement, or breaches any of its representations, warranties and commitments in this Agreement or any terms of this Agreement, it shall constitute a breach of contract; in this case, the other party ("the non-defaulting party") has the right to decide to take one or more of the following remedies:

9.1.1. Require the defaulting party to make timely and effective remedies for its breach of contract to eliminate adverse effects or consequences or require the defaulting party to continue to fully perform its commitments and obligations.

9.1.2. If the defaulting party's breach of contract seriously damages the interests of the non-defaulting party, or if the defaulting party fails to make up for it within a reasonable time although it can be made up, resulting in the failure to achieve the purpose of this agreement, the non-defaulting party may unilaterally terminate this agreement by sending a written notice to the defaulting party, and the cancellation notice will be effective from the date of delivery.

9.2. After this Agreement comes into effect, except for force majeure and Party B’s reasons, if Party A fails to pay the price on time in accordance with the payment arrangement of this Agreement and has not paid for more than 10 days, Party B has the right to require Party A to pay Party B a liquidated damages calculated daily of three ten thousandths of the unpaid transfer price payable. If Party A fails to pay for more than 30 days, Party B has the right to unilaterally terminate this Agreement and hold Party A accountable for other breach of contract liabilities in accordance with this Agreement.

9.3. After this Agreement comes into effect, except for force majeure, other agreements between the parties and Party A’s reasons, if Party B fails to handle the delivery procedures for the underlying assets to Party A according to the time agreed in this Agreement and fails to do so 10 days after the agreed time limit, Party A has the right to require Party B to pay Party A a liquidated damages calculated daily of three ten thousandths of the transfer price paid. If Party B exceeds 30 If the underlying asset delivery procedures are not completed on the date, Party A has the right to unilaterally terminate this agreement and require Party B to refund part of the transfer price paid by Party A with interest, and hold Party B accountable for other breach of contract liabilities in accordance with this agreement.

9.4. If the liquidated damages stipulated in this Agreement for the breaching party are insufficient to compensate for the actual losses of other parties to this Agreement, the breaching party shall also compensate the other parties for the difference between the actual losses and the liquidated damages.

9.5. All parties agree that if the payment time is delayed or the underlying assets cannot be delivered as stipulated in this Agreement due to legal, regulatory or policy restrictions, or due to the failure of government departments and/or securities trading regulatory agencies (including but not limited to China Securities Regulatory Commission, Shenzhen Stock Exchange) to approve or approve, or other reasons beyond the control of any party and cannot be attributed to any party, resulting in the inability to complete delivery of the underlying assets as stipulated in this Agreement, which ultimately leads to the inability to perform this Agreement, it will not be deemed as a breach of contract by either party. 9.6. The rights and remedies stipulated in this Agreement are cumulative and do not exclude other rights or remedies provided by applicable laws and regulations.

9.7. A waiver by each party to this Agreement of remedies for breach of contract will only be effective if made in writing. A party's failure or delay in exercising any of its rights or remedies under this Agreement will not constitute a waiver, nor will a party's partial exercise of a right or remedy prevent it from exercising other rights or remedies.

9.8. The rights and remedies of the non-breaching party stipulated in this Agreement shall remain valid in the event that this Agreement or any other provision of this Agreement is invalid or terminated; any party that breaches this Agreement shall bear liability for breach of contract and shall not be exempted by the termination or rescission of this Agreement.

Article 10 Law Application and Dispute Resolution

10.1. The formation, validity, interpretation, performance and resolution of disputes of this Agreement shall be governed by and interpreted in accordance with Chinese laws.

10.2. All disputes arising out of or related to the execution of this Agreement shall be resolved through friendly negotiation between the parties. If any dispute cannot be resolved through negotiation within thirty (30) days after the dispute occurs, either party has the right to submit the dispute to the Shenzhen Court of International Arbitration for arbitration.

10.3. During the dispute resolution period, except for the disputed matters, all parties shall continue to fully perform the provisions of this Agreement. If any provision of this Agreement is deemed invalid by a people's court or arbitration institution, the validity of the other provisions of this Agreement will not be affected in any way.

Article 11 Effectiveness, modification and termination of the agreement

11.1. This agreement is established when signed and sealed by all parties and their legal representatives or authorized representatives, and will take effect after all the following conditions are met:

11.1.1. All parties involved in this agreement have completed their internal approval procedures for this transaction and obtained all necessary authorizations to sign this agreement;

11.1.2. Party B completes the purchase of the leased equipment under the "Financial Lease Contract" signed between it and Suzhou Financial Leasing Co., Ltd. (Contract No.: Suzhou Jinzhu [2025] Hui Zi No. 2510767, Suzhou Jinzhu [2026] Hui Zi No. 2610390) and obtains ownership of the equipment;

11.1.3. Party B employee placement matters: Party B and Party C must properly resettle all employees of Party B and labor outsourcing personnel by transferring employees, terminating labor contracts, terminating labor outsourcing contracts with labor outsourcing units, etc., and complete the evacuation of these personnel from the Mengdachi Hefei factory accordingly, and provide Party A with complete and fully probative legal documents regarding the above matters, including but not limited to the labor contract/labor outsourcing contract termination agreement signed and stamped by both parties, resignation certificate, expense settlement certificate, etc.;

11.1.4. Party B's third-party debt settlement matters: Party B and Party C need to pay off Party B's third-party supplier debts and financial debts as of July 31, 2026, and provide Party A with complete and fully provable legal documents, including but not limited to statement letters issued by Party B and Party C to third-party suppliers and financial institutions, confirmation letters issued by third-party suppliers, details of third-party debts and their corresponding repayment vouchers, Party B's corporate credit report, etc.;

11.1.5. Party B assists Hefei Kaichi Auto Parts Co., Ltd. in obtaining the emission permit required for its production of automotive plastic parts coating lines at its registered address (i.e. No. 2280, Airport East Road, Economic and Technological Development Zone, Hefei City, Anhui Province).

11.2. Unless the relevant conditions for the effectiveness of the agreement listed in the above Article 11.1 are waived or expressly waived by both parties (and are permitted by laws and regulations), the date on which the last of the conditions for the effectiveness of the Agreement listed in the above Article 11.1 is achieved shall be the effective date of this Agreement.

11.3. If before the implementation of this transaction, the laws and regulations applicable to this transaction are revised, other mandatory approval requirements are proposed or some administrative licensing matters are exempted, the effective conditions of this agreement will be adjusted based on the laws and regulations in effect at that time.

11.4. This agreement may be changed by consensus of all parties.

11.4.1. Any modifications to this Agreement must be agreed by all parties and made in the form of a signed written document, otherwise, they will not be binding on the other parties; important or substantive modifications to this Agreement must obtain the required approvals, licenses, and filings with reference to the provisions of this Agreement before they can take effect; such modifications and additions to the Agreement in the form of written documents will become an integral part of this Agreement. Changes to the agreement do not affect the rights of the parties to claim damages.

11.4.2. If the relevant terms under this Agreement or the relevant conditions of this transaction are changed due to adjustments to relevant laws, regulations or policies, or in accordance with the requirements of government departments and/or securities trading regulatory agencies (including but not limited to the China Securities Regulatory Commission and the Shenzhen Stock Exchange), the parties shall do their best to reach an agreement and accept such changes.

11.5. This agreement can be terminated when one of the following circumstances occurs:

11.5.1. The parties may terminate this Agreement through consensus. In this case, this Agreement shall be terminated on the date on which all parties agree in writing to terminate this Agreement.

11.5.2. If the agreement fails to take effect within [120 days] after the signing of this agreement for reasons that are not attributable to either party (except for delays caused by changes in administrative regulatory policies), either party to this agreement has the right to terminate this agreement, and each party will not bear liability for breach of contract; however, upon consensus reached by all parties, the parties may negotiate to adjust relevant transaction arrangements and sign written documents such as supplementary agreements.

6. Other arrangements involving the purchase of assets

This transaction does not involve personnel placement, land leasing, debt restructuring, etc. After the completion of this transaction, it will not cause horizontal competition between the company and the controlling shareholder, actual controller and their related persons, there will be no new related transactions, and it will not affect the independence of the company and the controlling shareholder and their related persons in personnel, assets, finance and other aspects.

7. The purpose of this transaction and its impact on the company

(1) Purpose of this transaction

Mengdachi is mainly engaged in automobile interior and exterior decoration parts. Its core products are automobile exterior decoration parts such as automobile bumpers, spoilers, and door guards. Part of the fixed assets involved in its production and operation are its own machinery and equipment, and part of them are buildings and machinery and equipment leased from Kaichi. Apart from owning the above-mentioned relevant fixed assets and leasing them to Mengdachi, Kaichi has not carried out other business activities so far. In view of the fact that Mondachi's business premises and production lines have passed the certification of its existing vehicle manufacturer customers and are in a stable state of mass production and delivery, the company plans to purchase the above-mentioned transaction objects to undertake the related business of Mondachi, thereby entering the field of automobile bumpers, spoilers, door guards and other exterior parts, further improving the company's product layout and enhancing the company's comprehensive competitiveness in the field of automotive interior and exterior decorations.

(2) The impact of this transaction on the company

The company's main products include automobile wheel hub decorations, logo decorations, body decorations and interior decorations. It has been deeply involved in the field of automobile interior and exterior decorations for many years. It has formed full-chain business capabilities covering product research and development, process design and large-scale manufacturing, and has accumulated deep technical reserves, mature production experience and high-quality customer resources. After the completion of this transaction, the company can quickly enter the automobile bumper, spoiler, door guard and other market segments, and further enrich the product layout based on the existing product matrix. Relying on the mature mass-produced production lines of the underlying assets, the company can effectively shorten the cycle required for customer certification, production capacity construction and production ramp-up. By adding the company's existing industrial accumulation and customer resources in the field of automotive interior and exterior trims, it can quickly achieve market expansion and business synergy, cultivate new performance growth points, and enhance the company's comprehensive competitiveness in the field of automotive interior and exterior trims. At the same time, after the completion of this transaction, the company's production capacity layout will be further improved, which will help the company rely on its location advantages to further develop the supporting product market of the Yangtze River Delta automobile industry cluster, improve the level of supporting services for regional customers, and enhance the company's market competitiveness.

8. Risk warning

1. This transaction has been reviewed and approved at the 24th meeting of the company's third board of directors and still needs to be submitted to the company's shareholders' meeting for review and approval. There is still uncertainty as to whether it can be passed smoothly.

2. This transaction can only be implemented after all the conditions for its effectiveness and prerequisites for delivery have been completed. There is still uncertainty as to whether the delivery, transfer, industrial and commercial changes and other matters of related assets can be successfully completed.

3. Although this transaction has been fully and carefully analyzed and demonstrated by the company, and the industry to which the transaction target belongs has good prospects, the business premises and production lines have obtained customer project certification, and it has certain business foundation advantages, the future performance of the transaction target may still be affected by multiple factors such as macroeconomics, industry policies, market competition, and customer demand. If there are adverse changes in the above factors, or if the operation management and business expansion of the transaction target are not as expected, it may have an adverse impact on the company's overall operating performance.

4. The source of funds for this acquisition is the company's own funds or self-raised funds. This transaction will occupy a large amount of the company's liquidity. If self-raised funds are used, the company's financing costs will be increased accordingly, which may put certain pressure on the company's cash flow. If the company's future operating repayments are less than expected and the external financing environment undergoes adverse changes, it may cause the company's cash flow to be tight, which will have an adverse impact on the company's daily operating turnover and debt solvency. Investors are kindly requested to make rational investment decisions prudently and pay attention to investment risks.

9. Documents for reference

1. Resolution of the 24th meeting of the third board of directors;

2. "Equity Transfer Agreement between Guangzhou Jinzhong Auto Parts Co., Ltd., Ningbo Dechi Automotive Technology Co., Ltd., and Huakai Holding Group Co., Ltd. regarding Hefei Kaichi Auto Parts Co., Ltd.";

3. "Asset Transfer Agreement between Guangzhou Jinzhong Auto Parts Co., Ltd. and Mondachi Automotive Systems (Anhui) Co., Ltd. and Mondachi Automotive Systems (Suzhou Industrial Park) Co., Ltd.";

4. "Asset Assessment Report on the Market Value of Equipment Assets Held by Mengdachi Automotive Systems (Anhui) Co., Ltd. Involved in the Purchase of Assets by Guangzhou Jinzhong Auto Parts Co., Ltd." issued by Guangdong Lianxin Asset Appraisal Land and Real Estate Valuation Co., Ltd. (Lianxin (Zheng) Pingbao Zi [2026] No. C0500);

5. "Asset Valuation Report on the Value of All Equity Interests of Hefei Kaichi Auto Parts Co., Ltd. Shareholders Involved in the Equity Acquisition of Guangzhou Jinzhong Auto Parts Co., Ltd." issued by Guangdong Lianxin Asset Appraisal Land and Real Estate Valuation Co., Ltd. (Lianxin (Zheng) Pingbao Zi [2026] No. A0517);

6. "Audit Report of Hefei Kaichi Auto Parts Co., Ltd. for 2025 and January-July 2026" issued by Guangdong Sinong Accounting Firm (Special General Partnership) (Sinong Shen Zi [2026] No. 26009920013).

Announcement is hereby made.

Board of Directors of Guangzhou Jinzhong Auto Parts Co., Ltd.

September 2, 2026