[Temporary Announcement] Jerry Technology: Related Transaction Management System
Securities code: 920138 Securities abbreviation: Jerry Technology Announcement number: 2026-048
Zhuhai Jerry Technology Co., Ltd. Related Transaction Management System
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and that there are no false records, misleading statements or major omissions, and bear individual and joint legal liability for the authenticity, accuracy and completeness of the contents.
1. Review and voting status
This system has been reviewed and approved by the seventh meeting of the company’s fourth board of directors on August 24, 2026, and still needs to be submitted to the shareholders’ meeting for review.
2. List the main contents of the system in chapters:
Chapter 1 General Provisions
Article 1 In order to further standardize the related-party transactions of Zhuhai Jieli Technology Co., Ltd. (hereinafter referred to as the "Company"), improve the company's standard operation level, and safeguard the legitimate rights and interests of the company and all shareholders, this system is formulated in accordance with the Company Law of the People's Republic of China, the Beijing Stock Exchange Stock Listing Rules (hereinafter referred to as the "Listing Rules"), the Articles of Association of Zhuhai Jieli Technology Co., Ltd. (hereinafter referred to as the "Articles of Association") and other relevant regulations, and in light of the actual situation of the company.
Article 2 The company’s related-party transactions shall follow the following basic principles:
(1) The principle of good faith;
(2) The principle of not harming the legitimate rights and interests of the company and shareholders;
(3) The principle of not concealing related relationships or de-related relationships;
(4) The principles of equality, voluntariness, equal value and compensation;
(5) The principles of openness, fairness and impartiality.
Article 3 The decision-making and management of the company’s related-party transactions and other matters shall comply with this system. Related transactions between the company and its holding subsidiaries are regarded as corporate actions, and the decision-making procedures shall be governed by the provisions of this system.
Chapter 2 Related Parties and Related Relationships
Article 4 Related parties of a company include related legal persons and related natural persons.
Article 5 A legal person or other organization that has one of the following circumstances is an affiliated legal person of the company:
(1) Legal persons or other organizations that directly or indirectly control the company;
(2) Legal persons or other organizations other than the company and its holding subsidiaries that are directly or indirectly controlled by the legal persons mentioned in the preceding paragraph;
(3) Legal persons or other organizations other than the company and its holding subsidiaries that are directly or indirectly controlled by natural persons related to the companies listed in Article 7 of this system, or serve as directors or senior managers;
(4) Legal persons or other organizations that directly or indirectly hold more than 5% of the company’s shares;
(5) One of the above situations has existed in the past 12 months or in the next 12 months according to relevant agreements;
(6) The China Securities Regulatory Commission, the Beijing Stock Exchange (hereinafter referred to as the "Beijing Stock Exchange") or other legal persons or other organizations determined by the company based on the principle of substance over form to have a special relationship with the company and that may cause the company to tilt its interests.
Article 6 If a company and a legal person listed in Paragraph 2 of Article 5 of this system are controlled by the same state-owned assets management institution and the situation mentioned in Paragraph 2 of Article 5 is formed, this shall not constitute an associated relationship, except that the chairman, general manager or more than half of the directors of the legal person fall into the situation listed in Paragraph 2 of Article 7 of this system.
Article 7 A natural person who meets one of the following circumstances is an associated natural person of the company:
(1) A natural person who directly or indirectly holds more than 5% of the company’s shares;
(2) The company’s directors and senior managers;
(3) Directors, supervisors and senior managers of legal persons or other organizations that directly or indirectly control the company;
(4) Close family members of the persons mentioned in items (1) and (2) of this article, including spouse, parents, spouse’s parents, brothers and sisters and their spouses, children over 18 years old and their spouses, spouse’s brothers and sisters, and parents of the children’s spouse;
(5) One of the above situations has existed in the past 12 months or in the next 12 months according to relevant agreements;
(6) Other natural persons who have a special relationship with the company and may or have caused the company to favor its interests as determined by the China Securities Regulatory Commission, the Beijing Stock Exchange or the company based on the principle of substance over form.
Article 8 The company's directors, senior managers, shareholders holding more than 5% of the shares, and persons acting in concert and actual controllers shall promptly inform the company of the related parties with which they have related relationships. The company shall establish and timely update the list of related parties to ensure that the list of related parties is true, accurate and complete.
Chapter 3 Related Transactions
Article 9 A company's related transactions refer to the following transactions that occur between the company or its controlled subsidiaries and other entities and the company's related parties, as well as matters that occur within the scope of daily operations that may lead to the transfer of resources or obligations:
(1) Purchase or sell assets;
(2) External investment (including entrusted financial management, investment in subsidiaries, etc., except for the establishment or capital increase of wholly-owned subsidiaries);
(3) Providing guarantees (i.e. guarantees provided by the company to others, including guarantees to its holding subsidiaries);
(4) Provide financial assistance;
(5) Lease or lease assets;
(6) Signing management contracts (including entrusted operation, entrusted operation, etc.);
(7) Donating or receiving assets;
(8) Creditor's rights or debt restructuring;
(9) Transfer of research and development projects;
(10) Sign a license agreement;
(11) Waiver of rights;
(12) Other transactions recognized by the China Securities Regulatory Commission and the Beijing Stock Exchange.
The above-mentioned purchase or sale of assets does not include the purchase of raw materials, fuel and power, the sale of products or commodities and other transactions related to daily operations.
Article 10 The company shall take effective measures to prevent related parties from intervening in the company's operations and harming the company's interests through monopolizing procurement or sales channels. Affiliated transactions should have commercial substance and prices should be fair, and in principle should not deviate from the prices or charging standards of independent third parties in the market and other transaction conditions. The company and its related parties shall not use related transactions to convey interests or adjust profits, and shall not conceal related relationships in any way.
A written agreement must be signed for related-party transactions between the company and related parties. The signing of the agreement shall follow the principles of equality, voluntariness, equal value, and compensation. The content of the agreement shall be clear, specific, and enforceable. If there are major changes in the main terms such as transaction price in the agreement, the company shall re-perform the corresponding approval procedures based on the changed transaction amount.
Chapter 4 Review Procedure and Disclosure of Related Party Transactions
Article 11 When the board of directors considers related party transactions, related directors shall abstain from voting and shall not exercise voting rights on behalf of other directors. The board meeting can be held if more than half of the non-related directors are present, and resolutions made at the board meeting must be passed by more than half of the non-related directors. If the number of non-related directors present at the board of directors is less than three, the company shall submit the transaction to the shareholders' meeting for review.
The “related directors” referred to in the preceding paragraph include the following directors or directors with one of the following circumstances:
(1) Be the counterparty;
(2) Served in the counterparty of the transaction, or in a legal person or other organization that can directly or indirectly control the counterparty, or a legal person or other organization directly or indirectly controlled by the counterparty;
(3) Having direct or indirect control over the counterparty;
(4) Close family members of the transaction counterparty or its direct or indirect controller (for specific scope, please refer to the provisions of Article 7 (4) of this system, the same below);
(5) Close family members of the directors, supervisors and senior managers of the counterparty or its direct or indirect controller;
(6) Persons whose independent business judgment may be affected due to other reasons as determined by the China Securities Regulatory Commission, the Beijing Stock Exchange and the company.
Article 12 When the company's shareholders meeting considers related party transactions, related shareholders shall abstain from voting and shall not exercise voting rights on behalf of other shareholders.
The "related shareholders" referred to in the preceding paragraph include the following shareholders or shareholders with one of the following circumstances:
(1) Be the counterparty;
(2) Having direct or indirect control over the counterparty;
(3) Directly or indirectly controlled by the counterparty;
(4) Directly or indirectly controlled by the same legal person or other organization or natural person as the counterparty;
(5) Close family members of the counterparty or its direct or indirect controller;
(6) Working for the counterparty to the transaction, or for a legal entity that can directly or indirectly control the counterparty or a legal entity directly or indirectly controlled by the counterparty (applicable to situations where the shareholder is a natural person);
(7) Its voting rights are restricted or affected due to the existence of an unfulfilled equity transfer agreement or other agreement with the counterparty or its related parties;
(8) Legal persons or natural persons identified by the China Securities Regulatory Commission, the Beijing Stock Exchange or the company as being likely to cause the company to favor its interests.
Article 13 When the company convenes a board of directors meeting to review related party transactions, the host of the meeting shall remind the related directors to abstain from voting before voting at the meeting. If the related director fails to take the initiative to declare and recuse himself, the director who is aware of the situation should request the related director to recuse himself.
When a company's shareholders' meeting is reviewing related-party transactions, the meeting host and witness lawyers should remind related shareholders to abstain from voting before the shareholders vote.
Article 14 If a transaction between a company and a related party (excluding the provision of guarantees) meets one of the following standards, it shall be disclosed in a timely manner after completing the board of directors' review procedures:
(1) Related transactions with a related natural person with a transaction amount of more than 300,000 yuan;
(2) The transaction amount with related legal persons accounts for more than 0.2% of the company's latest audited total assets, and exceeds 3 million yuan.
Article 15 Transactions between a company and related parties whose transaction amount (excluding the provision of guarantees) accounts for more than 2% of the company’s latest audited total assets and exceeds 30 million yuan shall be submitted to the shareholders’ meeting for review, and an evaluation report or audit report shall be provided in accordance with the relevant provisions of the Listing Rules.
Related party transactions related to daily operations are exempt from audit or evaluation.
Article 16 Before a related-party transaction is submitted to the board of directors for review, the consent of a majority of all independent directors must be obtained and disclosed in the related-party transaction announcement.
Article 17 If a company provides guarantees to related parties, it shall have reasonable business logic, disclose it in a timely manner after deliberation and approval by the board of directors, and submit it to the shareholders' meeting for review.
If the company provides guarantees for its controlling shareholder, actual controller and its related parties, the controlling shareholder, actual controller and its related parties shall provide counter-guarantee.
Article 18 The company shall apply Articles 14 and 15 of these Rules respectively to the following transactions in accordance with the principle of cumulative calculation within 12 months:
(1) Transactions with the same related party;
(2) Transactions related to the categories of transaction objects with different related parties.
The same related party mentioned above includes legal persons or other organizations that are controlled by the same actual controller or have an equity control relationship with the related party, or have the same natural person as director or senior manager.
Those who have fulfilled relevant obligations in accordance with the provisions of Article 14 or 15 of this system will no longer be included in the relevant cumulative calculation scope.
Article 19 The company shall not provide funds or other financial assistance to directors, senior managers, controlling shareholders, actual controllers and related parties such as the enterprises they control.
Article 20 For daily related transactions that occur with related parties each year, the company may make a reasonable estimate of the total amount of related transactions that will occur this year before disclosing the previous annual report. If the estimated amount reaches the standard mentioned in Article 15 of this system, it shall be submitted to the shareholders' meeting for review; if the actual execution exceeds the estimated amount, the company shall perform corresponding review procedures and disclose the matters involved in the excess amount.
The company's annual report and interim report should disclose daily related transactions in categories and summaries, list the execution status and explain the fairness of the transactions.
The term “daily related transactions” as mentioned in this article refers to transactions related to daily operations such as the purchase of raw materials, fuel, and power, the sale of products and commodities, the provision or receipt of labor services, etc. between the company and its related parties.
Article 21 The following transactions between a company and related parties may be exempted from review and disclosure as related transactions:
(1) One party subscribes in cash for the other party’s publicly issued stocks, corporate bonds or enterprise bonds, convertible corporate bonds or other derivatives;
(2) One party serves as a member of the underwriting syndicate to underwrite the other party’s public offering of stocks, corporate bonds, corporate bonds, convertible corporate bonds or other derivatives;
(3) One party receives dividends, bonuses or remuneration in accordance with the resolution of the other party’s shareholders’ meeting;
(4) One party participates in the other party’s public bidding or auction, except where it is difficult to reach a fair price through the bidding or auction;
(5) Transactions in which the company obtains unilateral benefits, including receiving cash assets as gifts, obtaining debt relief, accepting guarantees and funding, etc.;
(6) The pricing of related-party transactions is stipulated by the state;
(7) A related party provides funds to the company, and the interest rate is no higher than the benchmark loan interest rate for the same period stipulated by the People's Bank of China, and the company has no corresponding guarantee for this financial assistance;
(8) The company provides products and services to directors and senior managers on the same transaction terms as non-related parties;
(9) Other transactions recognized by the China Securities Regulatory Commission and the Beijing Stock Exchange.
Chapter 5 Supplementary Provisions
Article 22 Unless otherwise specified, the terms used in this system have the same meaning as the same terms mentioned in the Articles of Association.
Article 23 The term “above” in this system includes the original number, and the words “exceed”, “over” and “less than” do not include the original number.
Article 24 Matters not covered in this system shall be implemented in accordance with the relevant national laws, regulations and the "Articles of Association"; if this system is inconsistent with the relevant laws, regulations and the relevant provisions of the "Articles of Association", the relevant laws, regulations and the "Articles of Association" shall prevail; if this system conflicts with laws and regulations promulgated by the country in the future or the "Articles of Association" modified through legal procedures, it shall be implemented in accordance with the provisions of relevant national laws, regulations and the "Articles of Association", and shall be revised by the board of directors and submitted to the shareholders' meeting for review and approval.
Article 25 The board of directors is responsible for interpreting this system.
Article 26 This system will come into effect after being reviewed and approved by the shareholders' meeting.
Board of Directors of Zhuhai Jerry Technology Co., Ltd.
August 24, 2026