Securities code: 688369 Securities abbreviation: Zhiyuan Internet Announcement No.: 2023-003.

Beijing Zhiyuan Internet Software Co., Ltd.

About joint investment with related parties to establish a holding company and related transactions.

Announcement

the company's board of directors and all directors to ensure that the contents of the announcement does not exist any false records, misleading statements or major omissions, and the authenticity, accuracy and completeness of the contents of the legal responsibility.

Important Content Tips:

Overview of Related Transactions: Beijing Zhiyuan Internet Software Co., Ltd. (hereinafter referred to as the "Company" or"

Far Internet ") to be with the related party Zibo Building Block Co-venture Enterprise Management Partnership (Limited Partnership) (tentative name,

Finally, subject to the approval of the market supervision and management department, hereinafter referred to as "building blocks co-creation") co-funded.

30 million yuan RMB to Set up Beijing Zhiyuan Shili Technology Co., Ltd. (tentative name, finally to the city

The approval of the field supervision and management department shall prevail, hereinafter referred to as "salary power" or "subsidiary"). Among them, the public

The company plans to contribute 21 million yuan (including 11.9591 million yuan for intangible assets, since

There are funds to contribute 9.0409 million yuan), accounting for 70% of the registered capital of salary power; Building blocks are jointly created with monetary funds.

Capital contribution of 9 million yuan, accounting for 30% of the registered capital of salary, this joint investment to set up a holding.

Subsidiaries constitute connected transactions, which do not constitute the Measures for the Administration of Major Assets Reorganization of Listed Companies and the Measures for the Administration of Major Assets Reorganization of Listed Companies.

Major asset restructuring as stipulated in the Special Provisions on Major Asset Restructuring of Municipal Companies.

There are no significant legal obstacles to the implementation of this transaction.

This transaction has been reviewed by the second meeting of the third board of directors and the second meeting of the third board of supervisors of the company.

The independent directors have expressed their expressly agreed independent opinion on the matter, and the matter does not need to be submitted to the public.

General meeting of shareholders.

Risk Warning: 1, due to the "digital intelligence salary cloud", "building block co-creation" and the holding subsidiary "salary power" set up.

The establishment still needs the approval of the relevant examination and approval authorities such as the Market Supervision Administration, and there is uncertainty. 2. Investment target

The actual business process may face macroeconomic and industry policy changes, market competition and other uncertainties.

There are certain market risks, operational risks, and management risks. Please note the majority of investors

investment risk.

Overview of 1. Related Transactions

Based on the company's development strategy and business needs, promote the company's platform and ecological development, strengthen the company's professional service capabilities, and professional development and breakthroughs in the field of human resource management software, further broaden the company's service boundaries, accelerate the company's cloud transformation, and accelerate The improvement and maturity of the online operation system, provide customers with better products and services, and enhance the company's comprehensive competitiveness, the company plans to jointly invest 30 million yuan with its related party building block co-creation to set up a holding subsidiary salary power, of which the company plans to invest 21 million yuan (including 11.9591 million yuan for intangible assets and 9.0409 million yuan for its own funds), accounting for 70.00 of the registered capital of salary power, and 9 million yuan for building block co-creation with monetary funds, accounting for 30% of the registered capital of salary power.

According to the "Shanghai Stock Exchange Science and Technology Innovation Board Stock Listing Rules" (hereinafter referred to as the "Listing Rules"), the company's foreign investment in the establishment of a holding subsidiary constitutes a connected transaction. Building block co-creation is a shareholding platform set up by the company's core employees, the executive partner is Beijing digital intelligence cloud technology co., ltd. (tentative name, subject to the final industrial and commercial registration, hereinafter referred to as "digital intelligence cloud"), the company's former senior manager Mr. Li ping

Serve as the actual controller, chairman and general manager of Digital Intelligence Cloud, and he will no longer serve as the general manager on December 12, 2022.

The position of senior management of the company, therefore, this transaction constitutes a related transaction.

As of the disclosure date of this announcement, in addition to the above-mentioned related party transactions, the amount of related party transactions related to the subject category of transactions between the company and the same related party or different related parties in the past 12 months has not reached 1% of the company's latest audited total assets or market value The above does not exceed 30 million yuan.

This transaction does not meet the major asset restructuring standards stipulated in the Measures for the Administration of Major Asset Restructuring of Listed Companies and the Special Provisions on Major Asset Restructuring of Listed Companies on the Science and Technology Innovation Board, and does not constitute a major asset restructuring.

This transaction has been deliberated and approved at the second meeting of the third board of directors and the second meeting of the third board of supervisors of the company. The independent directors have expressed their independent opinions on the matter, and this matter does not need to be submitted to the general meeting of shareholders of the company for deliberation.

Basic information about 2. related parties

(I) association description

Mr. Li Ping, the former senior manager of the company (who left office on December 12, 2022), is the building block association.

The actual controller, chairman and general manager of the executive partner of the company, the actual controller, chairman and general manager of the cloud.

According to the relevant provisions of the Rules Governing the Listing of Shares on the CRE Board of the Sea Stock Exchange, the Building Blocks are a related party of the Company.

Description of (II) Related Parties

1. Enterprise Name: Zibo Building Blocks Co-creation Enterprise Management Partnership (tentative name, subject to the final approval of the market supervision and management department)

2. Type of enterprise: limited partnership

3. Executive Partner: Beijing Digital Smart Cloud Technology Co., Ltd. (tentative name, subject to the final approval of the market supervision and management department)

4. Total investment: 9 million yuan RMB

5. Registered Address: Zibo City, Shandong Province

6. Business scope: technology development, technical consulting, technical services; basic software services; application software services; computer system services; human resources consulting services (subject to the final approval and registration of the market supervision and management department)

7. Executive Partner:

1) Enterprise Name: Beijing Digital Intelligence Cloud Technology Co., Ltd. (tentative name, subject to the final approval of the market supervision and management department)

2) the nature of the enterprise: limited liability company

3) Registered capital: 100000 yuan

4) Business scope: technology development, technical consulting, technical services; basic software services; application software services; computer system services; human resources consulting services. (The final market supervision and management department to the final approval of the registration shall prevail)

8. There is no relationship between the Company and its related parties in terms of property rights, other business, assets, debts and personnel.

Basic information on the subject matter of 3. connected transactions

1. Enterprise Name: Beijing Zhiyuan Shili Technology Co., Ltd. (tentative name, subject to the final approval of the market supervision and management department)

2, the nature of the enterprise: limited liability company.

3. Registered capital: 30 million yuan

4, business scope: technology development, technology transfer, technical consulting, technical services; computer technology training.

Training (not for national enrollment); basic software services; application software services; computer system services; the first type of value-added telecommunications services, the second type of value-added telecommunications services (subject to the value-added telecommunications business license); sales of computers, software and Auxiliary equipment, electronic products, mechanical equipment; import and export of goods and technology. (The final approval of the market supervision and management department shall prevail)

5. Proportion of shareholders' capital contribution

No. Name of shareholder Subscribed capital contribution amount Equity proportion Capital contribution method

($million)

1 Beijing Zhiyuan Internet Software Co., Ltd. 2,100.00 70.00 intangible assets, currency.

2 Zibo Building Blocks Co-venture Management Partnership 900.00 30.00% Currency

Total 3,000.00 100.00%

Pricing of 4. related transactions

In this transaction, the company contributed capital in currency and intangible assets, of which intangible assets were valued at $11.9591 million. The assessment of intangible assets is as follows:

The object and scope of this appraisal is the intangible assets to be funded by Zhiyuan Interconnection, involving a total of 2 software titles.

rights and 7 trademarks, Beijing Zhongtianhua Asset Appraisal Co., Ltd. to December 31, 2022 as the evaluation.

On the valuation base date, the cost method was used to evaluate the aforementioned intangible assets, with an estimated value of 11.9591 million yuan, and the "Asset Evaluation Report on the Market Value of Software Copyright and Trademarks Involving in Intangible Assets to be Contributed by Beijing Zhiyuan Interconnection Software Co., Ltd." (Zhongtian Huazi Pingbao Zi [2023] No. 10278).

There are no mortgages, pledges or other third-party rights, major disputes, litigation or arbitration matters, seizure or freezing of the above-mentioned intangible assets.

The transaction was agreed upon by consensus of the parties. The pricing of the transaction follows the principles of fairness, impartiality, voluntariness, equality and mutual benefit, and is fully communicated by all parties to the transaction, the transaction price is fair and reasonable, and there is no harm to the interests of the Company and all shareholders, especially the small and medium shareholders.

The Necessity of 5. Related Transactions and Its Impact on Listed Companies

Necessity of (I) Related Transactions

The joint establishment of a holding subsidiary with related parties is based on the company's development strategy and business needs, to promote the public.

The company's platform and ecological development will strengthen the company's professional service capabilities, as well as professional development and breakthroughs in the field of human resource management software, further broaden the company's service boundaries, accelerate the company's cloud transformation, and accelerate the improvement and maturity of the online operation system. Customers provide better products and services to enhance the company's comprehensive competitiveness.

The company and the employee stock ownership platform jointly set up a holding subsidiary to establish a long-term incentive mechanism for sharing interests and risks with core employees, further mobilize the enthusiasm of its management team and core backbone, and realize the common growth of employees and the company.

The impact of (II) related transactions on listed companies.

The joint investment with related parties to set up a holding subsidiary is based on the company's development and business needs, which can promote the company to strengthen cooperation with other excellent partners in the same industry and make full use of high-quality resources in the industry. If the various businesses of the subsidiary can be carried out smoothly, it can enhance the company's comprehensive strength and core competitiveness, which is conducive to the company's rapid and sustainable development.

The company's joint investment with related parties to establish a holding subsidiary this time is an investment decision made under the premise of ensuring the normal development of the company's main business. It will not have a substantial impact on the company's financial status and production and operation, and will not affect the existing Business development causes financial pressure, will not affect the normal operation of the company's production and operation activities, and will not affect the company's independence.

6.-related risks

1. As the establishment of "Digital Intelligence Salary Cloud", "Building Blocks Co-creation" and the holding subsidiary "Salary Power" still needs the approval of relevant approval agencies such as the Market Supervision Administration, there is uncertainty.

2, the actual operation of the investment target may face macroeconomic and industry policy changes, market competition and other uncertain factors, there are certain market risks, operational risks, management risks and so on. Please the majority of investors to pay attention to investment risk.

Procedures for consideration of 7. related transactions

(I) review process

On March 23, 2023, the company held the second meeting of the third board of directors and the third board of supervisors.

At the second meeting, it unanimously considered and adopted the "On the Establishment of Holding Subsidiaries and Related Transactions with Related Parties."

The independent directors expressed their expressly agreed independent opinion on the matter. No need to mention this connected transactionSubmitted to the general meeting of shareholders of the company for consideration.

Independent opinions of (II) independent directors

The independent directors believe that the joint investment with related parties to establish a holding subsidiary is to meet the company's strategic development and business needs, which is conducive to promoting the company's platform and ecological development, further broadening the company's service boundary, strengthening the company's professional service capabilities, and enhancing the company's overall competitiveness. The joint investment with related parties to establish a holding subsidiary and related transactions follows the market-oriented principles of fairness, openness and impartiality, which does not affect the independence of the company, nor does it harm the interests of the company and all shareholders, especially small and medium shareholders. The procedures for convening, convening and resolution of the Board of Directors comply with the relevant laws, regulations and the Articles of Association of the Company.

In summary, we unanimously agree to the joint investment with related parties to establish a holding subsidiary and related transactions.

It is hereby announced.

Board of Directors of Beijing Zhiyuan Internet Software Co., Ltd.

March 24, 2023