Stock code: 688388 Stock abbreviation: Jiayuan Technology Announcement No.: 2024-104

Convertible bond code: 118000 Convertible bond abbreviation: Jiayuan convertible bond

Guangdong Jiayuan Technology Co., Ltd

Announcement on the signing of major procurement contracts

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:

Contract type and amount: Guangdong Jiayuan Technology Co., Ltd. (hereinafter referred to as the "Company") intends to sign the "Electrolytic Copper Sales Contract" (hereinafter referred to as the "Contract") with IXM S.A. and Exxon (Shanghai) Enterprise Management Co., Ltd. (hereinafter referred to as "Exxon Shanghai") respectively, which is a long-term purchase contract for electrolytic copper for daily operation, which is conducive to ensuring the long-term and stable supply of electrolytic copper raw materials for the Company, with a total purchase volume of 70,000 tons. The price shall be settled according to the pricing principle agreed in the contract between the buyer and the seller, and the estimated total amount is RMB 5.066 billion (including tax, this calculation does not constitute a price commitment).

Conditions for the contract to take effect: It shall come into force after the signature and seal of the buyer and the seller.

Contract execution period: December 2024 to December 2025 (see Contract Master below for details.)

to the terms).

Impact on the current performance of the listed company: The estimated total amount of the above contract is only an estimate and does not constitute a price commitment, and the final realized purchase amount may fluctuate with the market price, and there is uncertainty about the impact on the company's current and future performance.

The signing of the above contract is in line with the company's future daily production and operation needs, and is conducive to ensuring the long-term and stable supply of the company's electrolytic copper raw materials by adopting a long-term order method, which will not affect the independence of the company's business, and the company's main business will not be dependent on the counterparty due to the performance of this contract.

Major risks and uncertainties in the performance of the contract: The above-mentioned contract is a long-term contract, and during the performance of the above-mentioned contract, there are major changes in the external macro environment, changes in relevant national policies and other force majeure factors, which may lead to the failure of the contract to be performed as scheduled or in full.

The estimated total amount of the above contract is only the estimated amount, and the actual purchase price shall be determined according to the pricing method agreed by both parties (subject to the actual purchase order).

According to the company's daily production and operation, strategic planning and business development needs, in line with the principle of long-term cooperation and common development, in order to ensure the long-term and stable supply of the company's electrolytic copper raw materials, the company intends to cooperate with IXM S.A.

Signed the "Electrolytic Copper Sales Contract" with Exsen Shanghai. According to the contract, from December 2024 to November 2025

During the month, the company will purchase 60,000 tonnes of electrolytic copper from IXM S.A.; From January 2, 2025 to 2025

During December 31, the company will purchase 10,000 tons of electrolytic copper from Exxon Shanghai.

The company held the 36th meeting of the fifth board of directors on December 16, 2024, which was deliberated and approved

"Proposal on Signing Major Procurement Contracts". According to the relevant laws and regulations, normative documents and the Articles of Association of Guangdong Jiayuan Technology Co., Ltd., the total amount of the contract to be signed is expected to account for more than 50% of the company's audited operating costs in the most recent fiscal year and exceed 100 million yuan, which meets the information disclosure standard, and the company has fulfilled the internal approval procedures of the contract, and the signing of the above contract does not need to be submitted to the company's general meeting of shareholders for deliberation.

2. The subject matter of the contract and the situation of the other party

(1) IXM S.A.

1. The situation of the subject matter of the contract

The subject matter of the contract is electrolytic copper, and it is agreed that from December 2024 to November 2025, the company and related sub-companies

The company purchased 60,000 tons of electrolytic copper from the contract counterparty.

2. The situation of the other party to the contract

(1) Name: IXM S.A.

(2) Nature: Limited liability company

(3) Legal representative: Ives Kenneth

(4) Registered capital: CHF 6,565,000.00

(5) Date of establishment: April 19, 2006

(6) Registered address: 15 rue de Lausanne, 1201 arrondissement of Geneva, Switzerland

(7) Main office location: 15 rue de Lausanne, 1201 district Geneva, Switzerland

(8) Main business: international metal trade, especially minerals, concentrates and other derivative products; Acquisition or management of shares in other companies in Switzerland and abroad, excluding operations prohibited by the Law on the Prevention of Money Laundering and the Financing of Terrorism (LFAIE).

(9) Major shareholder or actual controller: IXM Holding S.A.

(10) There is no relationship between IXM S.A. and the Company, such as related relationships, property rights, assets, creditor's rights and debts, personnel, etc.

(11) IXM S.A. has no business dealings with the Company in the last three fiscal years (2021-2023).

(2) Exsen (Shanghai) Enterprise Management Co., Ltd

1. The situation of the subject matter of the contract

The subject matter of the contract is electrolytic copper, and it is agreed that from January 2, 2025 to December 31, 2025, the company and

The subsidiary purchased 10,000 tonnes of electrolytic copper from the counterparty.

2. The situation of the other party to the contract

(1) Name: Exxon (Shanghai) Enterprise Management Co., Ltd

(2) Nature: Limited liability company (wholly foreign-owned)

(3) Legal representative: Jiang Min

(4) Registered capital: US$40 million

(5) Date of establishment: June 14, 2012

(6) Registered address: Room A-806, International Trade Building, No. 188, Yesheng Road, Lingang New Area, China (Shanghai) Pilot Free Trade Zone

(7) Main office location: 501-504, Building 5, Lujiazui Century Financial Plaza, No. 258 Jinkang Road, Pudong New Area, Shanghai, China

(8) Main business: general projects: enterprise management; business management consulting; marketing planning; supply chain management services; human resources services (excluding employment intermediary activities and labor dispatch services); Wholesale, import and export, commission agency (except auction) of metal materials, non-metallic minerals and products, metal ores, non-ferrous metal alloys, chemical fertilizers, edible agricultural products (except rice, wheat and corn), cotton, non-edible vegetable oils, feed raw materials, feed additives, and related supporting business; entrepot trade; trade and trade agency between enterprises in the zone; commercial simple processing in the region; General cargo warehousing services (excluding hazardous chemicals and other items subject to license approval); socio-economic advisory services (except financial information services); domestic road general cargo transportation agent; pulp sales; sales of fiberglass and products; sales of synthetic materials; marketing of forest products; sales of chemical products (excluding licensed chemical products); sales of petroleum products (excluding hazardous chemicals); wholesale of refined oil products (excluding hazardous chemicals); Sales of rubber products. (Except for projects that must be approved in accordance with the law, independently carry out the project with a business license in accordance with the law.)

Licensed items: hazardous chemicals management; crude oil wholesale; Food sales. (For projects subject to approval in accordance with the law, business activities can only be carried out after approval by relevant departments, and specific business projects are subject to the approval documents or licenses of relevant departments)

(9) Major shareholder: IXM PTE. LTD.

Exxon Shanghai is the new partner of IXM PTE. LTD., a 100%-owned company owned by IXM S.A. and IXM PTE.

LTD. is a 100% owned company owned by IXM Holding S.A.

(10) There is no other relationship between Shanghai Ackosen and the company and its subsidiaries, such as related relationships, property rights, assets, creditor's rights and debts, personnel, etc.

(11) There has been no business dealings between Shanghai Exxon and the Company in the last three fiscal years (2021-2023).

3. The main terms of the contract

(1) The main contents of the "Electrolytic Copper Sales Contract" signed with IXM S.A

1. The subject of the agreement

Vendor: IXM S.A., a company incorporated in Switzerland with its registered office at 15 rue de Lausanne, 1201 arrondissement of Geneva, Switzerland.

Buyer: Guangdong Jiayuan Technology Co., Ltd., with its registered address in Wenshe Village, Yanyang Town, Meixian District, Meizhou City, Guangdong Province, China, is a company incorporated in China.

2. Trading products: electrolytic copper

3. Quantity: 60,000 tons (±5%) in total, and the 5% overflow and short-loading interval is subject to the seller's actual shipment.

4. Pricing principle and settlement: The buyer and seller shall pay and settle in US dollars or RMB by telegraphic transfer in US dollars or through letter of credit ("L/C") in US dollars or RMB according to the pricing principles agreed in the contract (subject to the actual purchase order).

5. Performance period: December 2024 to November 2025

6. Governing Law and Jurisdiction

This contract shall be governed by the laws of England and Wales and the United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply to this contract. Any dispute arising out of or in connection with this Contract, including any question regarding the existence, validity or termination of this Contract, shall be referred to and finally resolved by arbitration administered by the HKIAC in accordance with its then in force in accordance with the HKIAC Arbitration Rules, which are deemed to be incorporated by reference into these Terms. The seat of arbitration shall be Hong Kong. The number of arbitrators shall be one. The language of the arbitration proceedings shall be English. pair

Subject to Seller's approval and Seller's sole discretion, Buyer may appoint a new third party (the "Agency") to assume the primary obligations to be performed by Buyer under the Contract. Once appointed, the agent is obliged to pay all payments for the products delivered to it or to the buyer in accordance with the contract. Notwithstanding this clause, Buyer shall be responsible for the performance of all of its obligations in connection with this Contract and shall ensure that the Agent fully fulfills its obligations under this Contract. If the agent fails to perform any of its obligations under this contract, the buyer is obliged to immediately perform all of its obligations under this contract. The Buyer and the Agent shall be jointly and severally liable for the fulfillment of the payment obligations under this Contract.

(2) The main content of the "Electrolytic Copper Sales Contract" signed with Exsen (Shanghai) Enterprise Management Co., Ltd

1. Seller: Exsen (Shanghai) Enterprise Management Co., Ltd

2. Buyer: Guangdong Jiayuan Technology Co., Ltd

3. Goods: electrolytic copper

4. Quantity: 10,000 tons

5. Pricing principle and settlement: The buyer and seller shall settle in RMB according to the pricing principle agreed in the contract (subject to the actual purchase order).

6. Period: January 2, 2025 to December 31, 2025

7. Dispute resolution: For all disputes arising out of or in connection with this contract, both parties shall first strive to resolve the dispute through friendly negotiation. If the negotiation fails, either party may submit the dispute to the people's court with jurisdiction in the place where the seller is located for resolution.

8. Applicable Law: This contract shall be governed by Chinese law.

9. Miscellaneous

1) In case of changes in national policies that affect the implementation of this contract, the corresponding terms of the contract can be adjusted after consultation between the two parties.

2) The terms of this contract only reflect the results of the business negotiations conducted by both parties in good faith, and any of its terms does not constitute the standard terms of either party. This contract shall be executed in duplicate by both parties, and shall be effective after the official seal or special seal of the contract shall be affixed by the legal representative or authorized representative of the buyer and the seller and faxed to the seller by the buyer on the day of signing the contract, and the fax copy and scanned copy shall have the same legal effect.

3) No clause under this contract may be modified, altered, altered or amended without the consent of both parties and the signing of a written agreement.

4) At the Buyer's request and the Seller's consent, the Buyer has the right to choose one or more months of delivery to be performed by a third party appointed by the Buyer, provided that the following conditions are met for each single request made by the Buyer:

a. The third party designated by the buyer has passed the approval of the seller's internal reputation, qualification, performance ability, etc.,

and the Seller has the sole discretion to do so;

b. The buyer and the third party designated by the buyer shall enter into a supplementary agreement to this contract with the seller, stipulating a third party

will act as a co-buyer for such months, bound by the terms and conditions of this Contract, and the buyer and the third party

shall be jointly and severally liable.

Fourth, the impact of contract performance on listed companies

The "Electrolytic Copper Sales Contract" signed with IXM S.A. is a long-term purchase contract for daily operations

The spot settlement price of electrolytic copper announced by the Dun Metal Exchange on November 29, 2024 is US$8,879/mt (no

tax included), the estimated total contract value is about 532.74 million US dollars (excluding tax), according to the national foreign exchange control

The central parity of the RMB exchange rate on November 29, 2024 published on the official website of the Bureau, the converted exchange rate is USD 1 yuan=

RMB 7.1877, import VAT rate of 13%, the estimated total contract value is about 4.327 billion yuan

(Including tax, this calculation does not constitute a price commitment).

The "Electrolytic Copper Sales Contract" signed with Exsen Shanghai is a long-term purchase contract for daily operations

According to the Shanghai Futures Exchange's announcement on November 29, 2024, the average daily price of copper futures is 73,870 yuan/ton

It is estimated that the total contract value is approximately RMB 738.70 million (including tax, and this estimate does not constitute a price commitment).

The total estimated total amount of the above contracts is RMB5.066 billion (including tax, this estimate does not constitute a price commitment), and the final realized purchase amount may fluctuate with market prices, and there is uncertainty about the impact on the Company's current and future results.

The signing of the above contract is in line with the company's future daily production and operation needs, and is conducive to ensuring the long-term and stable supply of the company's electrolytic copper raw materials by adopting a long-term order method, which will not affect the independence of the company's business, and the company's main business will not be dependent on the counterparty due to the performance of this contract.

5. Risk analysis of contract performance

1. The above-mentioned contract is a long-term contract, and during the performance of the above-mentioned contract, there are major changes in the external macro environment, changes in relevant national policies and other force majeure factors, which may cause the contract to be unable to be performed as scheduled or in full.

2. The estimated total contract amount of the above contract is only the estimated amount, and the actual purchase price is determined according to the agreement between the two parties

The price method is determined (subject to the actual purchase order).

Investors are advised to invest rationally and pay attention to investment risks.

The announcement is hereby made.

Board of Directors of Guangdong Jiayuan Technology Co., Ltd

December 17, 2024