Securities code: 688375 Securities abbreviation: Guobo Electronics Announcement No.: 2025-009

Nanjing Guobo Electronics Co., Ltd

About the company's signing of the "Financial Service" with China Electronics Technology Finance Co., Ltd

Business Agreement" and Announcement of Related Party Transactions

The board of directors and all directors of the company guarantee that there are no false records, misleading statements or material omissions 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:

Nanjing Guobo Electronics Co., Ltd. (hereinafter referred to as "Guobo Electronics" or the "Company") intends to renew the Financial Services Agreement with its related party, China Electronics Technology Finance Co., Ltd. (hereinafter referred to as the "Finance Company"). According to the agreement, the finance company will provide relevant financial services to the company and its holding subsidiaries, including deposit services, settlement services, comprehensive credit services and other approved financial services.

This connected transaction has been held at the first meeting of the special meeting of independent directors of the board of directors of the company in 2025

The sixth meeting of the second board of directors and the fourth meeting of the second board of supervisors deliberated, and the affiliated directors and affiliated supervisors have recused themselves from voting, which still need to be submitted to the general meeting of shareholders for deliberation.

The transaction does not constitute a material asset restructuring, and there is no major legal obstacle to the implementation of the transaction.

This related party transaction is necessary for the company's normal production and operation. Based on equality, mutual benefit and mutual consultation, the company will negotiate and price with reference to the fair market price, which will not harm the interests of the company and its shareholders, will not affect the independence of the company, and the company will not rely on related parties due to such related party transactions.

1. Overview of related party transactions

According to the needs of business development, the company intends to renew the "Financial Services Agreement" with the financial company, and the agreement is valid for one year from the effective date of the agreement

Serve.

In view of the fact that the finance company is a company controlled by China Electronics Technology Group Co., Ltd. (hereinafter referred to as "CETC"), the actual controller of Guobo Electronics, and has an affiliated relationship with Guobo Electronics, this transaction constitutes a connected transaction.

Up to now, the total amount of related party transactions with financial companies in the last 12 months has exceeded 3,000

10,000 yuan, and accounting for more than 1% of the company's latest audited total assets.

2. Basic information of related parties

(1) Basic information

Company name: China Electronics Technology Finance Co., Ltd

Nature of enterprise: limited liability company (foreign-invested enterprise and domestic joint venture)

Registered address: 1st and 3rd-8th floors, Building 101, Building 2, Yard 30, Jinfu Road, Shijingshan District, Beijing

Legal representative: Yang Zhijun

Registered capital: RMB 580,000

Date of Establishment: December 14, 2012

Unified Social Credit Code: 91110000717834993R

Financial Licensing Agency Code: L0167H211000001

The business scope includes: absorbing deposits from member units; Handling loans for member units; Handle the bill discounting of member units; Handle the settlement and receipt and payment of funds of member units; Provide member units with entrusted loans, bond underwriting, non-financing guarantees, financial advisory, credit verification and consulting agency services; engaging in interbank lending; Handle the acceptance of bills of member units; Handling buyer's credit and consumer credit for member units' products; Engaged in fixed-income securities investment.

Key financial status: As of December 31, 2024, the total assets of the finance company are 112.360 billion

RMB, with total liabilities of RMB100.651 billion and total owners' equity of RMB11.709 billion; Started business in FY2024

The revenue was 2.232 billion yuan and the net profit was 1.224 billion yuan.

Major shareholder and actual controller: CETC is the controlling shareholder and actual controller of the finance company.

(2) Explanation of the affiliation

According to the Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange, the finance company constitutes a related party of Guobo Electronics, and the transactions with Guobo Electronics constitute connected transactions.

(3) Analysis of performance capacity

The financial company does not violate the "Measures for the Administration of Financial Companies of Enterprise Groups" and other provisions, and is not a judgment defaulter. The financial company exists in accordance with the law and operates normally, and has good performance ability. Guobo Electronics will sign an agreement with the financial company for the above transaction and strictly implement the agreement, and the performance of both parties has legal guarantees.

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

Guobo Electronics renewed the Financial Services Agreement with the Finance Company to accept the deposit services, settlement services, comprehensive credit services and other financial services approved by the State Administration of Financial Supervision and Administration (formerly the China Banking and Insurance Regulatory Commission).

4. Pricing policy and pricing basis for related party transactions

1. Deposit service: The price at which the financial company absorbs the electronic deposit of Guobo shall not be lower than the listed interest rate of the same term and type of deposit business of major domestic commercial banks in the same period.

2. Loan service: The interest rate of the loan issued by the financial company to Guobo Electronics shall be implemented in accordance with the relevant regulations of the People's Bank of China and the relevant management measures of the financial company, and when signing each loan contract, the two parties negotiate according to the market conditions at that time, and make appropriate adjustments to the loan execution interest rate, and at the same time shall not be higher than the loan interest rate of the same grade obtained by Guobo Electronics in major domestic commercial banks during the same period.

3. Settlement services: The settlement costs are borne by the financial company, and Guobo Electronics does not bear the relevant settlement costs.

4. Other services: The fees charged by the financial company for the provision of other services shall follow the principle of fairness and reasonableness, and collect relevant fees in accordance with the fair market price or the standard stipulated by the state.

5. The main content of the agreement

(1) Service content

In accordance with the business scope approved by the State Administration of Financial Supervision and Administration, the Finance Company provides the following main financial services to Guobo Electronics and its holding subsidiaries: deposit services, settlement services, comprehensive credit services, and other financial services.

(2) Service price

For details of the service prices of deposit services, loan services, settlement services and other financial services, please refer to "IV. Pricing Policy and Pricing Basis for Related Party Transactions".

(3) Quota for cooperation

During the validity period of the agreement, the maximum daily deposit balance (including accrued interest) deposited by Guobo Electronics to the finance company on each day shall not be higher than 50% (inclusive) of the owner's equity in the consolidated statements of Guobo Electronics in the previous year.

During the validity period of the agreement, Guobo Electronics and the Finance Company agreed that the recyclable comprehensive credit line shall not exceed RMB 100 million (inclusive), including but not limited to loans, bill acceptance, bill discounting, letter of guarantee, factoring and other businesses.

(4) Effectiveness and modification of the Agreement

The agreement shall be signed by the legal representatives or authorized representatives of both parties and stamped with the official seal, and shall come into force after obtaining the approval of the board of directors, the general meeting of shareholders and other power (or decision-making) institutions in accordance with legal procedures, and shall be valid for one year. During the validity period of the Agreement, if either party has any request to change or terminate this Agreement, it shall notify the other party in writing 30 days in advance, and the change or termination can only be achieved after negotiation and agreement between the two parties.

6. The purpose of this related party transaction and its impact on the company

The transaction between the two parties is carried out under the premise of voluntariness, equality, mutual benefit, openness and compliance, and the financial company provides the financial services agreed in the "Financial Services Agreement" for Guobo Electronics, which is conducive to improving the efficiency of capital use, reducing financing costs and financing risks, and providing financial support and smooth financing channels for the long-term development of Guobo Electronics, and has no negative impact on Guobo Electronics' ability to continue operations, profits and losses and asset status, and does not harm the interests of listed companies and shareholders. There will be no situation where the actual controller and its subsidiaries occupy the funds of Guobo Electronics, and it will not affect the independence of Guobo Electronics.

VII. Deliberation Procedures for the Performance of Related Party Transactions

(1) Review of special meetings of independent directors

On March 28, 2025, the Company held the first meeting of 2025 for the special meeting of independent directors of the Board of Directors

All the independent directors unanimously deliberated and approved the "<金融服务协议>Proposal on the Signing and Related Party Transaction between the Company and China Electronics Technology Finance Co., Ltd." The independent directors believe that this related party transaction follows the principles of voluntariness, equality, mutual benefit and openness, and complies with the provisions of relevant laws and regulations and the articles of association of the company; The pricing of financial services agreed in the Financial Services Agreement to be signed between the Company and the Finance Company refers to market-oriented standards, is fair, and does not harm the interests of the Company and minority shareholders. In summary, all the independent directors of the company unanimously agreed to the proposal and agreed to submit it to the board of directors of the company for deliberation.

(2) Deliberations of the Board of Directors

On April 10, 2025, the company held the sixth meeting of the second board of directors and deliberated and approved the "Guan

Proposal to sign <金融服务协议>and related party transaction between the Company and China Electronics Technology Finance Co., Ltd. During the deliberation of the proposal, all affiliated directors had recused themselves from voting, and the non-affiliated directors unanimously agreed to the proposal.

(3) The deliberations of the board of supervisors

On April 10, 2025, the company held the fourth meeting of the second board of supervisors, and deliberated and approved the "Guan

Proposal to sign <金融服务协议>and related party transaction between the Company and China Electronics Technology Finance Co., Ltd. The Board of Supervisors believes that the signing of the Financial Services Agreement is in line with the company's strategic development plan and daily operation needs, and will help optimize the company's capital management efficiency; The transaction pricing strictly follows the market-oriented principles of fairness, justice and fairness, and meets the requirements of commercial rationality after full price comparison and argumentation; The review procedure of this related party transaction is complete and standardized, in line with the relevant provisions of the Company Law, the Securities Law and other laws and regulations, as well as the Articles of Association; The transaction arrangement did not find any damage to the legitimate rights and interests of the company and minority shareholders.

The proposal for this related party transaction still needs to be submitted to the company's 2024 annual general meeting of shareholders for deliberation, and related shareholders need to abstain from voting.

8. Verification opinions of the sponsor institution

After verification, the sponsor believes that the Financial Services Agreement signed by the company and the finance company has clearly stipulated the terms of the agreement, such as the term of the agreement, the type of transaction, the estimated amount of various transactions, and the pricing of the transaction, and the terms of the agreement are complete; Since the signing of the Financial Services Agreement between the Company and the Finance Company, the Company and the Finance Company have strictly fulfilled the relevant provisions of the Agreement on transaction content, transaction limit, transaction pricing, etc., and the implementation of the Agreement has been good. The company has formulated sound risk control measures and risk disposal plans, risk control measures and risk disposal pre-plans

The implementation of the case is good; The Company's information disclosure on the completeness of the terms of the financial service agreement, the implementation of the agreement, the implementation of the risk control measures and the risk disposal plan is true.

The sponsor has no objection to the above-mentioned related party transactions.

The announcement is hereby made.

Board of Directors of Nanjing Guobo Electronics Co., Ltd

April 11, 2025