Stock code: 688100 Stock abbreviation: Wasion Information Announcement No.: 2024-051

Wasion Information Technology Co., Ltd

Announcement on the purchase of assets and related party transactions

The board of directors and all directors of the company guarantee that there is no false record, misleading statement or material omission in the content of this announcement, and assume legal responsibility for the authenticity, accuracy and completeness of its content in accordance with the law.

Important Content Notes:

Wasion Information Technology Co., Ltd. (hereinafter referred to as the "Company") intends to acquire from Changsha Latham Electronic Technology Co., Ltd. (hereinafter referred to as "Changsha Latham") the 45,065.30 square meters of plant 10 and the apportioned land use right of 19,157.78 square meters (hereinafter referred to as the "Underlying Assets") located in the second phase of the Wasion Science and Technology Park, Tongzipo West Road, Yuelu District, Changsha City, Hunan Province, at a transaction price of RMB 143,935,700 (including VAT) (hereinafter referred to as the "Transaction").

Changsha Rayson is a wholly-owned subsidiary of Wasion Group Co., Ltd., the controlling shareholder of the company, and in accordance with the Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange, this transaction constitutes a connected transaction.

This transaction does not constitute a major asset restructuring as stipulated in the Administrative Measures for the Material Asset Restructuring of Listed Companies, and there is no major legal obstacle to the implementation of the transaction.

The related party transaction has been deliberated and approved by the third meeting of the special meeting of independent directors of the third board of directors, the fourteenth meeting of the third board of directors and the twelfth meeting of the third board of supervisors.

1. Overview of related party transactions

With the global energy transformation and the promotion of the national "dual carbon" goal, the company actively responds to the call of the country, is committed to energy digital technology and application, and provides comprehensive solutions for the energy Internet of Things. In this process, the company's domestic and foreign business has developed rapidly, seized the opportunities brought by emerging markets, and gave birth to more diversified application scenarios and richer new product lines. In particular, the rapid development of overseas markets and the rapid development of new power system business

With rapid growth, the company needs to make long-term planning for production capacity in advance to meet the growing market demand at home and abroad. At present, due to the leasing nature of part of the production plant, the site and supporting warehousing and logistics planning have limitations, only limited investment and improvement can be carried out in the existing leasing area, and it is not convenient to carry out long-term systematic capacity planning in terms of expansion space and production quality improvement, rapid expansion of production capacity, etc., so the company plans to add its own plant, through the introduction of advanced manufacturing technology, to achieve the optimization and upgrading of old products and new processes and the efficient production of new products. This will effectively expand production capacity, optimize production processes, reduce operating costs, and improve overall production efficiency. This is not only an all-round improvement of the company's existing production capacity, but also an important strategic measure for the company to deepen its international layout and promote sustainable development. According to the market research, the company's production and operation site is around, the mature supporting plants available for purchase are limited, after comparison, the company intends to purchase the subject assets owned by Changsha Ruisheng is close to the company, from the perspective of convenient management and comprehensive planning, the company gives priority on the basis of fair price.

Based on the above circumstances, the Company intends to sign the Asset Transfer Contract with Changsha Latham, stipulating that the Company will acquire the Tongzipo West Road Wei located in Yuelu District, Changsha City, Hunan Province, owned by the Company with its own and/or self-raised funds

The No. 10 plant of the second phase of the Sheng Science and Technology Park project is 45,065.30 square meters and the apportionment is 19,157.78 square meters of industry

Land use rights.

Changsha Rayson is a wholly-owned subsidiary of Wasion Group Co., Ltd., the controlling shareholder of the company, and according to the relevant provisions of the Listing Rules of the Science and Technology Innovation Board of the Shanghai Stock Exchange, this transaction constitutes a connected transaction

Ltd. has evaluated the market value of the above underlying assets as of October 31, 2024

The appraised value of the underlying assets of the transaction is RMB143,935,700 (including VAT). After negotiation between the two parties, the aforesaid appraisal results were used as the basis for the price of the asset transfer agreement, and the transaction consideration was RMB143,935,700 (including VAT).

As of the disclosure date of this related party transaction, in the past 12 months, except for the related party transactions that have been reviewed and disclosed by the general meeting of shareholders of the company, the amount of related party transactions related to the company and the same related person or the type of transaction target between different related parties (excluding this transaction) has not reached more than 30 million yuan, and has not exceeded 1% of the company's latest audited total assets or market value. This related party transaction does not meet the material asset restructuring standards stipulated in the Administrative Measures for the Material Asset Restructuring of Listed Companies, etc., and does not constitute a material asset restructuring, and there is no major legal obstacle to the implementation of the transaction.

2. Basic information of related persons

(1) An explanation of the circumstances of the related persons

Company name: Changsha Ruisheng Electronic Technology Co., Ltd

Type of enterprise: Limited liability company (wholly foreign-invested enterprise)

Tax ID Number 914301006874466144

Founded: 2009-04-16

The registered capital is 10 million RMB

Legal representative: Tao Chunli

Registered address: 2nd Floor, Building 2, No. 468, Tongzipo West Road, Changsha High-tech Development Zone

Main office location: 2nd floor, Building 2, No. 468, Tongzipo West Road, Changsha High-tech Development Zone

Business Scope General Projects: Software Development; instrumentation sales; Special instrument for environmental monitoring

instrument manufacturing; sales of special instruments for environmental monitoring; Electronic measuring instruments

manufacturing; Sales of electronic measuring instruments. (Except for projects subject to approval by law.)

In addition, independently carry out business activities with a business license in accordance with the law)

The major shareholder, Wasion Group Co., Ltd., is 100% wholly owned

Whether it is a judgment defaulter No

According to the financial statements provided by Changsha Latham, the main financial data of Changsha Latham are as follows:

Unit: 10,000 yuan

Key Financial Data December 31, 2023 October 31, 2024

Total assets 26,003.99 25,608.01

Net assets -3,669.70 -3,972.47

Operating income 370.70 357.85

Net profit -471.43 -304.16

Note: The above financial data is unaudited.

(2) Explanation of the affiliation

Changsha Rayson is a wholly-owned subsidiary of Wasion Group Co., Ltd., the controlling shareholder of the company, and in accordance with the relevant provisions of the Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange, this transaction constitutes a connected transaction.

The company and Changsha Ruisheng are independent in terms of property rights, business, assets, creditor's rights and debts, personnel, etc.

3. Basic information on the subject matter of related party transactions

(1) The name and type of the subject matter of the transaction

This transaction is a purchase of assets. The subject of the transaction is 45,065.30 square meters of plant 10 and 19,157.78 square meters of apportioned land use rights owned by Changsha Ruisheng Dorkins located at No. 10 of the second phase of Weisheng Science and Technology Park, Tongzipo West Road, Yuelu District, Changsha City, Hunan Province, with an appraised value of RMB 143,935,700 (including VAT).

(2) The ownership status of the subject matter of the transaction

The property rights of the underlying assets are clear, there is no mortgage, pledge and any other restrictions on the transfer, there is no litigation, arbitration or judicial measures such as seizure and freezing, and there are no other circumstances that hinder the transfer of ownership.

(3) An explanation of the operation of the underlying assets

In 2009, Changsha Ruisheng purchased the land use rights in the underlying assets, with an amortized life of 14.83 years, the plant was acquired by self-construction, the plant was put into use in 2013, the depreciation period was 10.83 years, and the total original book value of the underlying assets was 126.4828 million yuan. The underlying asset can continue to be put into normal production, has the necessary approval documents for normal production, and has been operating in good condition in the last year.

(4) The main financial information of the underlying assets

As of October 31, 2024, the total book value of the underlying assets was RMB100,624,300

After auditing), the total appraised value of the underlying assets is RMB 143.9357 million (including VAT), and the value excluding VAT is RMB 137.0816 million, with an appreciation rate of 36.23%.

4. Pricing of related party transactions

(1) Pricing basis

The company hired Beijing Kunyuan Zhicheng Asset Appraisal Co., Ltd., an appraisal agency that complies with the provisions of the Securities Law, to evaluate the underlying assets, and issued the "Asset Appraisal Report on the Market Value of Changsha Ruisheng Electronic Technology Co., Ltd. No. 10 Plant and Shared Land Use Rights Involved in the Assets to be Purchased by Wasion Information Technology Co., Ltd." (Jingkun Ping Bao Zi [2024] No. 0623). The following is the valuation of the underlying assets:

1. Assessment reference date: October 31, 2024.

2. Appraisal object: The appraisal object of this appraisal is Wasion Science and Technology Park, which is located in Wasion Science and Technology Park, Tongzipo West Road, Yuelu District, Changsha City, which is owned by Changsha Ruisheng Electronic Technology Co., Ltd., which is involved in the assets to be purchased

The second phase of the project will cover 45,065.30 square meters of plant 10 and 19,157.78 square meters of apportioned land use rights.

4. Evaluation method: According to the specific situation of the assessment object, the cost method is used for housing and buildings, and the market comparison method is used for land use rights.

5. Appraisal assumptions: According to the provisions of the appraisal standards, on the basis of fully analyzing the regional factors, individual factors, and geographical location of the entrusted real estate, and considering the impact of macroeconomic and regional economic influencing factors on the value of assets, the asset appraiser shall conduct necessary analysis, judgment and adjustment on the information provided by the client or relevant parties, and reasonably set the appraisal assumptions on the basis of considering various future possibilities and their impacts: (1) Precondition assumptions (including arm's length assumptions, open market assumptions, asset continuity assumption); (2) general condition assumptions; (3) Special conditions assumptions (including a) assumptions that the information provided by the settlor and the property right holder (basic information, financial information, etc.) are true, accurate and complete, and the relevant material matters are fully disclosed; b. Assuming that the property holder fully complies with all relevant laws and regulations in force, and c. the appraiser's on-site investigation of the property is limited to its appearance and use condition, and does not test the intrinsic quality of the structure, so it is not possible to determine whether it is intrinsically defective. The appraisal report assumes that the intrinsic quality of the assets is in line with the relevant national standards and sufficient to maintain their normal use).

6. Evaluation conclusion: After evaluation, as of October 31, 2024, the benchmark date of the evaluation, Wasion Information Technology

The market value of the assets to be purchased by the company limited by shares is 143,935,700 yuan (capitalized as RMB 100,000,000,000).

(2) Analysis of the fairness and reasonableness of pricing

The price of this related party transaction is based on the appraisal value determined in the appraisal report, and determined through friendly negotiation between the two parties to the transaction, and the asset pricing is fair and reasonable, in accordance with relevant laws, regulations and the Articles of Association of Wasion Information Technology Co., Ltd. (hereinafter referred to as the "Articles of Association"), and there is no harm to the interests of the company and shareholders, especially small and medium-sized shareholders.

The market value of the underlying assets of this transaction is RMB137.0816 million, which is 36.23% higher than the carrying value of the underlying assets of RMB100.6243 million. The main reasons for the appreciation of the appraised value and the carrying amount of the asset are as follows:

(1) The main reasons for the value-added of housing building appraisal: the commissioned housing building was completed in January 2013, and the construction cost of construction projects in Hunan Province has increased significantly over the years, and the price index of construction and installation projects in Hunan Province and the relevant data of housing construction completion released by Flush iFind have increased by 35.76% since 2013; After inquiring about Changsha

In the bidding and transaction cases of similar houses published on the Municipal Public Resources Trading Network and the Judicial Auction Network, the average replacement cost of similar projects is basically in the range of 3,400 yuan/㎡~5,000 yuan/㎡, while the replacement cost of the tax-included assessment of the factory building is about 3,570 yuan/㎡, and the unit price of the tax-included appraisal after considering the newness rate is about 2,890 yuan/㎡, which is basically within the above range, so it leads to the appraisal and value-added of the building building;

(2) The main reasons for the appraised value of land use rights: the land use rights were obtained in 2009, the acquisition age is longer from the appraisal base date, the unit price is lower when obtained, and more amortization has been accrued as of the appraisal base date, and the market price of industrial land in the region has risen to a certain extent over the years, and after inquiring about the land transaction cases of China Land Market Network, the latest market unit price excluding tax in the surrounding primary industrial land market is about 720 yuan/square meter, which leads to the formation of appraisal appreciation of land use rights.

5. The main content of the related party transaction agreement and the performance arrangement

(1) The main content of the related party transaction agreement

Party A (transferor): Changsha Ruisheng Electronic Technology Co., Ltd

Party B (Transferee): Wasion Information Technology Co., Ltd

1. Underlying Assets: The land use rights of the 19,157.78 square meter plot (the "Target Plot") located at Plant No. 10, Phase II, Wasion Science and Technology Park, Tongzipo West Road, Yuelu District, Changsha City, Hunan Province (with a usable area of 45,065.30 square meters) and the apportionment of the 19,157.78 square meter plot (the "Target Plot") and all the houses on the Target Plot.

2. Transaction consideration: The land use right of the target plot and the overall transfer price of all houses on the target plot are RMB 143,935,700 (capitalization: 100 million yuan (including VAT), of which the land price is 13,697,800 yuan (capitalized 13,697,800 yuan) and the house price is 130,237,900 yuan (capitalization: 130,000,000 yuan).

3. Payment method

(1) Within 5 days from the date of signing this contract, Party B shall pay Party A 10% of the first full transfer price, that is, RMB 14,393,570 (capitalization: 壹仟彰彰厖万廟武佰柒元).

(2) Within 5 days from the date of completion of the change of the ownership certificate of the target plot and the target property, Party B shall pay Party A 90% of the second transfer price, that is, RMB 129,542,130 (capitalization: 100 million yuan).

4. Transfer of ownership of the underlying assets

(1) Party A shall have three working days after receiving the first transfer price from Party B as stipulated in the preceding article of this contract

At the same time, Party A shall hand over the original materials related to the target plot (including the land use right transfer contract, red line map, construction land approval letter, etc.) to Party B. From the time of delivery of the target plot and all the houses on the target plot, Party B has the exclusive right to occupy and control the target plot and all the houses on the target plot.

(2) Both parties shall sign the "Delivery Certificate" at the time of delivery of the target plot and all houses on the target plot to prove that the delivery has been completed.

(3) After this contract comes into effect, Party A shall assist Party B in changing the land use right of the target plot and the change of the house ownership certificate. If Party B fails to obtain the land use right certificate and house ownership certificate of the target plot under the name of Party A within 60 days from the date of payment of the first transfer price due to the reasons of Party A, it shall be executed in accordance with the provisions of Item (3) of the Liability for Breach of Contract below in this contract; If the delay exceeds 90 days, Party B has the right to terminate this contract. In this case, Party A shall fully refund the transfer price paid by Party B and its interest (calculated according to the interest rate of the enterprise loan for the same period announced by the People's Bank of China).

(4) Party A shall bear the costs of water, electricity, gas, property management and other expenses before the completion of the transfer registration of the transfer object.

5. Taxes and expenses

Both parties shall pay their respective taxes and fees in accordance with the transaction procedures. If there is any tax or fee other than the agreed amount and the amount of the above-mentioned tax and fee increases due to the new regulations issued by the government, both parties shall pay according to the provisions of the government, and the payment method shall be paid by both parties in turn according to the transaction procedures.

6. Liability for breach of contract

(1) Any of the following circumstances shall constitute a breach of contract by Party A to Party B under this Contract:

1) Failure to deliver the target plot and all houses on the target plot within the time specified in this contract

Party B, or Party B fails to change the land use right of the target plot and the ownership of the house on the target plot to Party B within the time agreed in this contract;

2) has violated any other provision of this contract and has not been notified in this regard for five days

to remedy such breach.

(2) Any of the following circumstances will constitute Party B's breach of contract by Party A under this Contract:

1) The use of the target plot violates the provisions of this contract;

2) has violated any other provision of this contract and has not cured such breach within five days of receipt of notice in connection therewith.

(3) If either party breaches the contract and causes losses to the other party, it shall compensate the other party for the losses.

7. The contract comes into effect

This contract shall enter into force upon the signature and seal of the authorized representatives of both parties. After the entry into force of this contract, Party A and Party B shall carry out the registration procedures for the transfer of the target plot and the target real estate in accordance with the relevant laws and regulations.

(2) Arrangements for the performance of related party transaction agreements

1. This transaction has made appropriate contractual arrangements to protect the interests of the company in the event that the purchased assets cannot be delivered or transferred in the future. Both parties to this transaction exist in accordance with the law and operate normally, and have good performance capabilities. After signing the contract with the relevant parties in respect of the above-mentioned transaction, the parties to the transaction will strictly follow the contract.

2. The transaction will be settled through self-owned and/or self-raised funds.

6. The necessity of related party transactions and the impact on the company

1. With the global energy transformation and the promotion of the national "double carbon" goal, the company actively responds to the call of the country, is committed to energy digital technology and application, and provides comprehensive solutions for the energy Internet of Things. In this process, the company's domestic and foreign business has developed rapidly, seized the opportunities brought by emerging markets, and gave birth to more diversified application scenarios and richer new product lines. Especially with the rapid development of overseas markets and the rapid growth of new power system business, the company needs to make long-term planning for production capacity in advance to meet the growing market demand at home and abroad. At present, due to the leasing nature of part of the production plant, the site and supporting warehousing and logistics planning have limitations, only limited investment and improvement can be carried out in the existing leasing area, and it is not convenient to carry out long-term systematic capacity planning in terms of expansion space and production quality improvement, rapid expansion of production capacity, etc., so the company plans to add its own plant, through the introduction of advanced manufacturing technology, to achieve the optimization and upgrading of old products and new processes and the efficient production of new products. This will effectively expand production capacity, optimize production processes, reduce operating costs, and improve overall production efficiency. This is not only an all-round improvement of the company's existing production capacity, but also an important strategic measure for the company to deepen its international layout and promote sustainable development. According to the market research, the company's production and operation site is around, the mature supporting plants available for purchase are limited, after comparison, the company intends to purchase the subject assets owned by Changsha Ruisheng is close to the company, from the perspective of convenient management and comprehensive planning, the company gives priority on the basis of fair price.

The transaction is in line with the company's long-term development strategic plan, and there is no intra-industry competition with related parties after the completion of the transaction.

2. After the completion of this transaction, it will not have a significant impact on the company's current and future financial position and operating results

The impact does not affect the independence of the company's operations. The pricing of the above-mentioned related party transactions is fair, and there is no harm to the interests of the company and shareholders, especially small and medium-sized shareholders.

VII. Procedures for the Review of Performance

(1) Deliberation and voting of the Board of Directors

The company held the 14th meeting of the third board of directors on November 21, 2024, and approved by 6 votes,

0 abstentions and 3 abstentions deliberated and passed the "Proposal on the Purchase of Assets and Related Party Transactions", and the related directors Ji Zhe, Li Hong and Wang Xuexin abstained from voting. According to the Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange and the Articles of Association, the transaction still needs to be submitted to the general meeting of shareholders for approval, and the related shareholders who have an interest in the transaction will abstain from voting on the proposal at the general meeting of shareholders.

The transaction is subject to the approval of the Xiangjiang New Area Management Committee.

(2) Deliberations at the special meeting of independent directors

On November 21, 2024, the company held the third meeting of the third session of the special meeting of independent directors of the board of directors, and all independent directors unanimously agreed to review and approve the "Proposal on Asset Purchase and Related Party Transactions". The independent directors believe that the proposed purchase of assets, under the principle of equality and voluntary cooperation, based on the appraisal report issued by a mutually recognized and qualified appraisal agency, the transaction pricing is fair and reasonable, and there is no harm to the interests of the company and shareholders, especially small and medium-sized shareholders. We unanimously agreed to submit the above-mentioned related party transactions to the 14th meeting of the third board of directors of the company for deliberation.

(3) The deliberations of the board of supervisors

The company held the twelfth meeting of the third board of supervisors on November 21, 2024, and agreed with 3 votes,

0 abstentions and 0 abstentions deliberated and passed the "Proposal on the Purchase of Assets and Related Party Transactions". The Board of Supervisors believes that the transaction is the actual production and operation needs of the company, and the transaction consideration is based on the relevant appraisal report issued by an appraisal agency with relevant qualifications, and the pricing is fair and reasonable after friendly negotiation between the two parties, and there is no harm to the interests of the company and shareholders, especially small and medium-sized shareholders, and the voting procedures for related party transactions comply with laws and regulations and the relevant provisions of the Articles of Association. Therefore, the Board of Supervisors agreed to the Company's Proposal on the Purchase of Assets and Related Party Transactions.

8. Risk Warning

The transaction is subject to the approval of the relevant authorities, and the "Asset Transfer Agreement" will be signed after the company's general meeting of shareholders deliberates and approves

In accordance with the relevant regulations, the transfer of the underlying assets is registered, and there is still a certain degree of uncertainty in the final completion of the transaction, so please pay attention to the investment risks.

The announcement is hereby made.

Board of Directors of Wasion Information Technology Co., Ltd

November 22, 2024