Securities code: 688207 Securities abbreviation: Geling Shentong Announcement No.: 2024-049

Beijing Geling Shentong Information Technology Co., Ltd

Announcement on the resignation of the general manager of the company and the appointment of the general manager and deputy general manager

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.

1. Resignation of the general manager

Beijing Geling Shentong Information Technology Co., Ltd. (hereinafter referred to as the "Company") recently received a written resignation report from Mr. Zhao Yong, chairman and general manager of the company, due to the needs of the company's business development, Mr. Zhao Yong applied for resignation from the position of general manager of the company, according to the relevant provisions of the Company Law of the People's Republic of China and the Articles of Association, Mr. Zhao Yong's resignation report will take effect from the date of delivery to the board of directors. After his resignation as general manager, Mr. Zhao Yong still serves as the chairman of the board of directors, a member of the strategy committee (convener) of the board of directors, a member of the nomination committee of the board of directors, a member of the remuneration and assessment committee of the board of directors, and is still the core technical personnel of the company and serves as the chief scientist of the company.

Mr. Zhao Yong is the actual controller of the Company. As of the disclosure date of this announcement, Mr. Zhao Yong indirectly held 45,174,904 shares of the Company through Tianjin Shentong Zhishu Technology Center (Limited Partnership), Tianjin Lingtong Zhongzhi Technology Center (Limited Partnership), Tianjin Lingtong Laike Technology Center (Limited Partnership), Tianjin Lingtong Zhiyuan Technology Center (Limited Partnership) and Tianjin Lingtong Digital Source Technology Center (Limited Partnership), accounting for 17.44% of the Company's total share capital. Mr. Zhao Yong will continue to comply with relevant laws and regulations such as the Rules Governing the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange, the Self-Regulatory Guidelines for Listed Companies on the Shanghai Stock Exchange No. 15 - Reduction of Shareholdings by Shareholders, Directors, Supervisors and Senior Managers, and the relevant commitments made by the Company during its initial public offering.

Mr. Zhao Yong was dedicated and diligent during his tenure as the general manager of the company, and the board of directors of the company would like to express its heartfelt thanks to Mr. Zhao Yong for his contributions to the company during his tenure.

Second, the appointment of general manager and deputy general manager

On November 25, 2024, the company held the eighth meeting of the second session of the board of directors, deliberated and passed the "Proposal on the Appointment of the General Manager of the Company" and the "Proposal on the Appointment of the Deputy General Manager of the Company", and after the nomination of the chairman of the company and the review and approval of the nomination committee of the board of directors, it was agreed to appoint Ms. Wu Yizhou (see the attachment for resume) as the general manager of the company, and the term of office will be from the date of deliberation and approval of the board of directors to the date of expiration of the term of the second board of directors; Nominated by the general manager of the company and reviewed and approved by the nomination committee of the board of directors, it was agreed to appoint Mr. Zhang Qiang (see attached resume) as the deputy general manager of the company, and the term of office will be from the date of deliberation and approval of the board of directors to the date of expiration of the term of the second board of directors.

The announcement is hereby made.

Board of Directors of Beijing Geling Shentong Information Technology Co., Ltd

November 26, 2024

Attachments:

1. Resume of the general manager

Ms. Wu Yizhou, born in 1988, Chinese nationality, no right of permanent residence abroad, bachelor degree, on-the-job graduate degree, member of the 11th CPPCC Fengtai District, Beijing. He graduated from Capital University of Economics and Business in 2010 with a bachelor's degree. He graduated from Chinese University with a master's degree in 2015. From 2010 to 2011, he served as an audit analyst at KPMG Huazhen; From 2011 to 2015, he served as a senior consultant at Deloitte Consulting (Shanghai) Co., Ltd. Beijing Branch. From 2016 to 2019, he served as the executive director of Guoke Jiahe (Beijing) Investment Management Co., Ltd.; From 2019 to 2024, he served as the executive vice president of the General Research Institute of China Communications Services Co., Ltd.; He joined the company in 2024 and currently serves as a director and assistant general manager.

As of the disclosure date of this announcement, Ms. Wu Yizhou did not hold shares of the company. Ms. Wu Yizhou has no relationship with the company's controlling shareholders, actual controllers, other shareholders holding more than 5% of the shares, other directors, supervisors, and senior managers, and has not been identified by the China Securities Regulatory Commission as a person prohibited from entering the market and is still in the prohibition period, has not been punished by the China Securities Regulatory Commission and other relevant departments or punished and publicly condemned by the stock exchange, has not been investigated by the judicial authorities for suspected crimes or has been investigated by the China Securities Regulatory Commission for suspected violations of laws and regulations, and is not a dishonest person subject to execution. The Company Law of the People's Republic of China and the Articles of Association stipulate that they are not allowed to serve as senior managers of the company.

Second, the resume of the deputy general manager

Mr. Zhang Qiang, born in 1979, Chinese nationality, no right of permanent residence abroad, doctoral degree, senior engineer. In 2002, he graduated from Changchun University of Science and Technology with a bachelor's degree. In 2007, he graduated from the Shanghai Institute of Technical Physics, Chinese Academy of Sciences with a Ph.D. degree. From 2007 to 2024, he successively served as project manager, system manager, marketing manager, director and deputy general manager of Beijing Guoke Huanyu Technology Co., Ltd.; Since 2017, he has served as the chairman and general manager of Shenzhen Guoke Emdoor Technology Co., Ltd.; Since March 2024, he has served as the chairman and general manager of Xiamen Ruisuan Information Technology Co., Ltd.

As of the disclosure date of this announcement, Mr. Zhang Qiang did not hold shares of the company. Mr. Zhang Qiang has no relationship with the company's controlling shareholders, actual controllers, other shareholders holding more than 5% of the shares, other directors, supervisors and senior managers, has not been identified by the China Securities Regulatory Commission as a market ban and is still in the ban period, has not been punished by the China Securities Regulatory Commission and other relevant departments or punished and publicly condemned by the stock exchange, has not been suspected of committing a crime and has been investigated by the judicial authorities or has been investigated by the China Securities Regulatory Commission for suspected violations of laws and regulations, nor is he a dishonest person subject to execution. The Company Law of the People's Republic of China and the Articles of Association stipulate that they are not allowed to serve as senior managers of the company.

48 Securities code: 688207 Securities abbreviation: Geling Shentong Announcement No.: 2024-048

Beijing Geling Shentong Information Technology Co., Ltd

Announcement on the acquisition of part of the equity of Shenzhen Guoke Emdoor Technology Co., Ltd. and capital increase

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:

● Beijing Geling Shentong Information Technology Co., Ltd. (hereinafter referred to as the "Company" or "Acquirer") intends to acquire part of the equity of Shenzhen Guoke Emdoor Technology Co., Ltd. (hereinafter referred to as the "target company" or "Guoke Emdoor") by way of capital increase and equity acquisition, of which it intends to increase the capital of the target company with 50 million yuan, and transfer the equity of the target company held by some shareholders of Guoke Emdoor with 10,328,352 yuan, and sign the "Concerted Action Agreement" with some shareholders of the target company. Gain control of the target company (the "Transaction").

● After the completion of this transaction, the company will directly hold 23.4194% of the equity of the target company, become its largest shareholder, and obtain 54.6792% of the voting rights of the target company through concerted action, become the controlling shareholder of the target company, and the target company will become the company's holding subsidiary.

● This transaction does not constitute a connected transaction as stipulated in the Rules Governing the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange, nor does it constitute a material asset restructuring as stipulated in the Administrative Measures for the Material Asset Restructuring of Listed Companies.

● The transaction has been deliberated and approved by the eighth meeting of the second board of directors of the company, and does not need to be submitted to the general meeting of shareholders for deliberation.

● There is no major legal obstacle to the implementation of this transaction, and it is still necessary to go through the industrial and commercial change registration procedures.

● Relevant risk warning:

1. Goodwill impairment risk

After the completion of this transaction, the target company will become a holding subsidiary of the company, and this transaction is a business combination not under common control, and the company's balance sheet is expected to generate goodwill of 26 million yuan to 31 million yuan. According to the Accounting Standards for Business Enterprises, the goodwill formed by this transaction is not amortized, but it is subject to impairment testing. If there is an adverse change in the future operating activities of the target company, there will be a risk of impairment of goodwill, which will adversely affect the company's future current profit and loss.

2. The integration effect and synergy effect are less than the expected risk

After the completion of this transaction, the target company will be included in the unified management of the company. The company will participate in the daily operation and management of the target company by appointing directors and financial leaders, but at the same time, in order to ensure the stable operation of the target company, the original senior management personnel and core technical personnel of the target company will remain stable. There is a certain uncertainty as to whether the operation and management system between the company and the target company can be smoothly connected, whether the technical business can be effectively coordinated and integrated, and whether the integration effect can meet expectations. If the two parties fail to effectively integrate and fail to produce the expected integration synergies, it will have an adverse impact on the production, operation and performance of the listed company.

3. The target company's own business risks

(1) Customer-specific dependency risk

The main customers of the target company are all in the military industry, which has the characteristics of customer concentration. From January to September 2023 and 2024, the sales revenue of the top five customers of the target company accounted for 88.71% and 97.73% of the operating income respectively, with a high concentration of customers and a certain dependence on large customers. If there is an adverse change in the relationship between the target company and the existing customer or the change in the demand of downstream customers in the future, it will lead to a significant decline in the performance of the target company.

(2) Income fluctuation risk

As a supporting product of downstream customer products, the target company's products are greatly affected by the industry's demand for downstream customer products. If there is a decline in industry demand in the future, or if the demand for the target company's products fluctuates in different years by downstream customers, the target company will have the risk of large fluctuations in revenue.

(3) Impairment of accounts receivable and recovery risk

As of the end of September 2024, the balance of accounts receivable of the target company was 51.1123 million yuan, of which the balance of accounts receivable within one year was 35.3686 million yuan, accounting for 69.20% of the balance of accounts receivable. The amount of accounts receivable of the target company is large, and if the business situation of the downstream customer changes or the cooperative relationship between the target company and the downstream customer changes in the future, it may lead to the risk of impairment and unrecoverable accounts receivable of the target company.

(4) Inventory impairment risk

The target company mainly purchases and prepares goods according to customer orders, but downstream customers will issue stocking notices to the company in advance to ensure the delivery of final products, and the company needs to stock up in advance in combination with product delivery and raw material market conditions. If the downstream customer cannot sign the contract in time due to the long formal contract approval process in the future, or the downstream customer's product demand fluctuates, the target company's inventory may be at risk of impairment.

(5) The risk of price fluctuations in the market of core components

At present, the target company mainly focuses on domestic chips to develop terminal computing equipment such as motherboards, tablets and laptops, and there is no risk of supply constraints for the time being. However, if the price of upstream core components fluctuates and the company is unable to pass on the price fluctuation to downstream customers, the operating results of the target company may be adversely affected.

4. The risk of paid-in registered capital of the target company

In September 2024, Zhang Qiang and other four natural person shareholders contributed a total of 44.6066 million yuan in monetary form to subscribe to the new registered capital of the target company of 10.86 million yuan. As of the disclosure date of this announcement, the investment of 44.6066 million yuan has not yet been paid-in, and the four natural person shareholders will be paid in batches within five years. If the registered capital cannot be paid-in, the target company may face the risk that part of the registered capital cannot be paid-in, which will affect the solvency and ability of the target company to continue operations.

1. Overview of the transaction

(1) The basic information of the transaction

The company intends to acquire part of the equity of CAS Emdoor by way of capital increase and equity acquisition, of which it intends to increase the capital of the target company with 50 million yuan, and transfer the equity of the target company held by some shareholders of CAS Emdoor with 10,328,352 yuan, and the source of funds are its own funds; At the same time, the company signed the "Concerted Action Agreement" with the existing shareholders of the target company, including Zhang Qiang, Xu Yongjun, Lu Kun, Liu Xiaowei and Shenzhen Guoyi Zhiyuan Management Consulting Partnership (Limited Partnership), to achieve control over the target company.

After the completion of this transaction, the company will directly hold 23.4194% of the equity of the target company, become its largest shareholder, and obtain 54.6792% of the voting rights of the target company through concerted action, become the controlling shareholder of the target company, and the target company will become the company's holding subsidiary.

(2) Decision-making and approval procedures for transactions

The company held the eighth meeting of the second board of directors on November 25, 2024, and deliberated and passed the "Proposal on Acquiring Part of the Equity of Shenzhen Guoke Emdoor Technology Co., Ltd. and Increasing Capital", which does not need to be submitted to the general meeting of shareholders for deliberation. There are no major legal obstacles to this transaction, and the target company still needs to complete the industrial and commercial change procedures corresponding to the capital increase and equity transfer.

(3) This transaction does not constitute a connected transaction as stipulated in the Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange, nor does it constitute a major asset restructuring as stipulated in the Administrative Measures for the Material Asset Restructuring of Listed Companies.

Second, the basic information of the counterparty

Company name: Beijing Yike Contracting Consulting Service Center (Limited Partnership).

Business Type: Limited Partnership

Managing Partner: Lhasa Guoke Jiahe Investment Management Co., Ltd

Capital contribution: RMB 10.01 million

Date of Establishment: October 16, 2020

Registered address: No. 062, Middle Section 2, Block A, Building 3, Yard 9, Yongfeng Road, Haidian District, Beijing

Main office location: 1803, Block B, Zhonghui Plaza, No. 11 Dongzhimen South Street, Dongcheng District, Beijing

Business scope: economic and trade consulting; Business management consulting. (Market entities independently select business projects and carry out business activities in accordance with law; The next investment period is 2040-09-01; For projects subject to approval in accordance with the law, business activities shall be carried out in accordance with the approved content after approval by relevant departments; It shall not engage in business activities of projects prohibited and restricted by the national and municipal industrial policies. ）

Partners: Shenzhen Dingcheng Management Consulting Partnership (Limited Partnership) subscribed for 10 million yuan, with a capital contribution ratio of 99.9001%, and Lhasa Guoke Jiahe Investment Management Co., Ltd. subscribed for 10,000 yuan, with a capital contribution ratio of 0.0999%.

Key financial data for the most recent fiscal year:

Unit: 10,000 yuan

　　■

As of the disclosure date of this announcement, Beijing Yike Contracting Consulting Service Center (Limited Partnership) is not a judgment defaulter, and there is no other relationship between it and the listed company in terms of property rights, business, assets, creditor's rights and debts, personnel, etc.

3. The basic information of the investment target

(1) The basic information of the target company

Company name: Shenzhen Guoke Emdoor Technology Co., Ltd

Registered capital: 36.18 million yuan

Date of Establishment: February 24, 2017

Registered address: 7th Floor, Building 8, Autumn Valley, Meisheng Veegoo Science and Technology Park, No. 83, Dabao Road, District 33, Shanghe Community, Xin'an Street, Bao'an District, Shenzhen

Legal representative: Zhang Qiang

Business scope: design, development and technical services of software and hardware of office automation products, communication transmission systems and electronic equipment, and computer systems; high-tech services; supply chain management services; software development; design, development and technical services of computer application electronic equipment and related software; Technology development, technical services, and technology transfer of portable optoelectronic reconnaissance equipment. domestic trade (excluding monopoly, monopoly and monopoly controlled commodities); Import and export of goods and technology. (Except for projects prohibited and stipulated by laws, administrative regulations or decisions of the State Council that must be approved before registration, restricted projects can only be operated after obtaining a license) production and maintenance of software and hardware of office automation products, communication transmission systems and electronic equipment, and computer systems; intelligent consumer equipment manufacturing; manufacturing of industrial automatic control system devices; manufacturing of other special equipment; aviation related equipment manufacturing; industrial control computer and system manufacturing; other computer manufacturing; Production and maintenance of computer application electronic equipment and related software.

(2) The equity structure of the target company

1. Before the completion of this transaction, the equity structure of the target company is as follows:

　　■

In September 2024, Zhang Qiang, Xu Yongjun, Liu Xiaowei and Lu Kun, four natural person shareholders, contributed a total of 44.6066 million yuan in monetary form to subscribe to the new registered capital of the target company of 10.86 million yuan, of which 10.86 million yuan was included in the registered capital, and the premium part was included in the capital reserve, corresponding to the price of about 4.11 yuan per new registered capital. As of the disclosure date of this announcement, the investment of 44.6066 million yuan has not yet been paid-in, and the four natural person shareholders will be paid in batches within five years. Each shareholder will exercise its shareholder rights in accordance with the proportion of its subscribed capital contribution and exercise its dividend rights in accordance with the proportion of its paid-in capital contribution.

2. After the completion of this transaction, the equity structure of the target company is as follows:

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(3) The main business of the target company

The target company mainly provides terminal computing equipment with localized chips as the core for the military industry, and its product forms include motherboards based on localized chips, ruggedized and localized tablet computers, laptops, etc. The target company has the relevant qualifications of the industry in which it is engaged, and its products have been supplied in bulk in the industry.

(4) The shareholders of the target company have waived the right of pre-emption and the right of pre-emption.

(5) The ownership status of the target company

As of the disclosure date of this announcement, the ownership of the target equity of this transaction is clear, and there is no mortgage, pledge and any other restriction on the transfer of the assets of the target company, no litigation, arbitration matters or judicial measures such as seizure and freezing, and no obstruction of the transfer of ownership.

(6) As of the disclosure date of this announcement, the target company is not a judgment defaulter.

(7) The main financial data of the target company in the most recent year

Unit: 10,000 yuan

　　■

The above financial data has been audited by Rongcheng Certified Public Accountants (Special General Partnership) (Rongcheng Shen Zi [2024] No. 350Z0019).

Fourth, the pricing of the subject of the transaction

(1) The assessment of the target company

Zoomlion Asset Appraisal Group Co., Ltd. takes September 30, 2024 as the evaluation base date, based on the judgment and business planning of the assessee and the management of the enterprise on the future development trend, in accordance with relevant laws and regulations and asset appraisal standards, after the implementation of inventory verification, on-site investigation, market investigation and verification, evaluation and estimation and other evaluation procedures, using the asset base method and income method, all the rights and interests of the shareholders of CAE Emdoor have been evaluated. The following conclusions were drawn:

1. Conclusion of the evaluation of the asset-based method

Using the asset-based method, the evaluation conclusion of CAS Emdoor on September 30, 2024 is as follows: the book value of total assets is 108.7646 million yuan, the appraised value is 122.3641 million yuan, and the appraised value is 13.5995 million yuan, with an appreciation rate of 12.50%. The carrying value of liabilities was 78.1248 million yuan, the appraised value was 78.1452 million yuan, and the appraised value was 20,400 yuan, with an appreciation rate of 0.03%. The book value of net assets was 30.6398 million yuan, the appraised value was 44.2189 million yuan, and the appraised value was 13.5791 million yuan, with an appreciation rate of 44.32%.

2. Conclusion of the income method evaluation

Using the income method, the evaluation conclusion of CAS Emdoor on September 30, 2024 is as follows: the book value of all shareholders' equity is 30.6398 million yuan, the appraised value is 163.000 million yuan, and the appraised value is 132.3602 million yuan, with an appreciation rate of 431.99%.

3. Selection of evaluation results

The actual business operation has just been carried out and is in the stage of business accumulation, the early investment in R&D is large, and the evaluation results of the asset-based method cannot reasonably reflect the future profitability, while the results of the income method can fully reflect the value of intangible assets such as customer resources and R&D capabilities accumulated by CAS Emdoor.

CAS Emdoor mainly provides ruggedized computers, motherboards and other products for the military industry. The company has strong technical and resource advantages, and has provided a large number of professional and highly reliable product solutions to industry customers. At present, the customer resources and business model of CAS Emdoor tend to be stable, and the future profitability is strong, and the income method evaluation conclusion can reflect the profitability of the enterprise.

Therefore, relatively speaking, the valuation results of the income method can better reflect the market value of the equity of the assessed unit, so the valuation results of the income method are used as the final evaluation conclusion.

Through the above analysis, it is concluded that the value of CAS Emdoor on September 30, 2024 is 16,300.00 yuan.

4. Other matters that need to be explained

As of September 30, 2024, the unpaid capital of CAS Emdoor totaled 44.6066 million yuan, and this evaluation is based on the base date statement, and the value of this part of the capital is not taken into account in the equity appraisal value. If the value of the capital payable by each shareholder on the base date is 44.6066 million yuan, the overall valuation should be added to the conclusion of this report by 44.6066 million yuan.

(2) The pricing of the transaction

Based on the appraisal value of China Keyidao issued by Zoomlion Asset Appraisal Group Co., Ltd., and considering the total investment of 44.6066 million yuan to be paid to the target company by Zhang Qiang, Xu Yongjun, Liu Xiaowei and Lu Kun, four natural person shareholders, after negotiation by all parties, With 207.6 million yuan as the pre-investment valuation of this transaction, the company intends to subscribe for the new registered capital of 8.7139 million yuan for 50 million yuan, and acquire the registered capital of 1.8 million yuan held by Beijing Yike Dingcheng Consulting Service Center (Limited Partnership) for 10.328352 million yuan.

5. The main content of the transaction agreement

(1) Capital increase agreement

1. The subject of the agreement

Investor: Geling Shentong

Target company: CAS Emdoor

Existing shareholders of the target company: Beijing Guoke Huanyu Technology Co., Ltd., Beijing Yike Dingcheng Consulting Service Center (Limited Partnership), Shaanxi Sanyuan Hangke Investment Fund Partnership (Limited Partnership), Jiaxing Yuncheng Ruisuan Equity Investment Partnership (Limited Partnership), Shenzhen Guoyi Zhiyuan Management Consulting Partnership (Limited Partnership), Zhang Qiang, Xu Yongjun, Lu Kun, Liu Xiaowei; Among them, Zhang Qiang, Lu Kun, Liu Xiaowei, and Shenzhen Guoyi Zhiyuan Management Consulting Partnership (Limited Partnership) are collectively referred to as the shareholders of the company's management team.

2. The capital increase plan

After consultation and unanimous agreement of all parties to this agreement, this capital increase is based on the appraisal value of the winning company in the "Asset Appraisal Report of Beijing Geling Shentong Information Technology Co., Ltd. Proposed Investment in Shenzhen Guoke Emdoor Technology Co., Ltd. Involving the Market Value Appraisal Project of Shenzhen Guoke Yidao Technology Co., Ltd." (Zhonglian Ping Bao Zi [2024] No. 3849) issued by Zoomlion Asset Appraisal Group Co., Ltd., and considering the total amount to be paid to the target company by the four shareholders of Zhang Qiang, Xu Yongjun, Lu Kun and Liu Xiaowei4. The investment of 4,606,600 yuan (RMB: 10,000,000 yuan of the target company) was negotiated by all parties, and the overall equity value of the target company of 207.6 million yuan was used as the consideration for the capital increase.

After consultation and unanimous agreement of the parties to this agreement, Geling Shentong contributed 50.00 million yuan in monetary form to subscribe for the new registered capital of 8.7139 million yuan, and the part of 41.2861 million yuan in excess of the new registered capital was included in the capital reserve of Guoke Emdoor.

After consultation and unanimous agreement of the parties to this agreement, the capital increase paid by Geling Shentong shall be used exclusively for the company's daily business needs and shall not be used for other purposes, including but not limited to repaying the loans of the existing shareholders or their affiliates to the company.

3. Payment arrangement for capital increase

(1) After consultation and unanimous agreement of all parties to this agreement, after the signing and entry into force of this agreement, Geling Shentong shall pay the capital increase according to the agreement of this agreement, which shall be subject to the satisfaction of all the following prerequisites (one or all of the following prerequisites can be waived by Geling Shentong in writing):

(1) The shareholders of CAS Emdoor and the company's management team have fully and truly and completely disclosed the assets, liabilities, equity, external guarantees and all information related to the capital increase and equity transfer to Geling Shentong, and Geling Shentong has carried out and completed the corresponding business, audit, evaluation and legal due diligence to Guoke Emdoor, and Geling Shentong recognized the results of the due diligence;

(2) The relevant proposals for the capital increase and equity transfer have been deliberated and approved by the shareholders' meeting of CAS Emdoor;

(3) The articles of association of CAS Emdoor (which should be approved in advance by Geling Shentong) amended due to the capital increase and equity transfer have been deliberated and approved by the shareholders' meeting of CAS Emdoor;

(4) The election and employment of directors, supervisors and senior managers corresponding to the adjustment of corporate governance structure caused by the capital increase and equity transfer have been reviewed and approved by the internal decision-making process of CAS Emdoor;

(5) Zhang Qiang, Xu Yongjun, Lu Kun, Liu Xiaowei, and Shenzhen Guoyi Zhiyuan Management Consulting Partnership (Limited Partnership), shareholders of Guoke Emdoor, have signed the "Concerted Action Agreement" with Geling Shentong in accordance with this agreement;

(6) The core employees of CAS Emdoor have signed an employment agreement with the company for no less than 5 years and a non-compete agreement and confidentiality agreement for the next 3 years in accordance with this agreement (the content of such agreement shall be approved in advance by Geling Shentong);

(7) CAS Emdoor has issued effective legal documents to Geling Shentong that record the amount of capital contribution of Geling Shentong and Geling Shentong as a shareholder of CAS Emdoor, such as the capital contribution certificate and shareholder register.

(2) After consultation and unanimous agreement of all parties to this agreement, within 5 working days from the date when this agreement has been signed and the payment prerequisites agreed in the agreement are met or waived in writing by Geling Shentong, Geling Shentong will remit the amount of this capital increase of RMB 50 million yuan (capitalization: RMB Wu Qian Yuan) to the designated bank account of CAS Emdoor by wire transfer.

4. Delivery and follow-up arrangements

(1) After consultation and unanimous agreement of all parties to this agreement, from the date when Geling Shentong pays the capital increase price in full in accordance with this agreement ("delivery date"), Geling Shentong will become a shareholder of CAS Emdoor, enjoy all the shareholder rights corresponding to the subscription of equity, and perform the corresponding shareholder obligations.

(2) Within 20 days from the date of signing this agreement, CAS Emdoor shall complete the industrial and commercial change registration related to the capital increase and the industrial and commercial filing procedures for the corresponding directors, supervisors, senior managers and articles of association changes, and Geling Shentong and the original shareholders of CAS Emdoor shall actively cooperate. The taxes and fees involved in this capital increase shall be borne by each party in accordance with the provisions of relevant laws and regulations; Where relevant laws and regulations do not provide for it, the burden is to be shared by all parties in accordance with the principles of fairness and reasonableness.

(3) After consultation and unanimous agreement of all parties to this agreement, CAS Emdoor and the original shareholders of CAS Emdoor shall promise and ensure that within 1 day from the date of full payment of the capital increase price in accordance with this agreement, all the company's seals and qualification certificates and other information documents shall be handed over to the company management personnel designated by Geling Shentong.

(4) After consultation and unanimous agreement of the parties to this Agreement, the shareholders' meeting of the Company shall be composed of all shareholders of the Company at that time from the Closing Date, and the shareholders' meeting shall be the highest authority of the Company.

The Board of Directors of the Company consists of 5 directors. Due to the signing of the "Concerted Action Agreement" between Zhang Qiang, Xu Yongjun, Lu Kun, Liu Xiaowei, Shenzhen Guoyi Zhiyuan Management Consulting Partnership (Limited Partnership) and Geling Shentong, Geling Shentong obtained 54.6792% of the voting rights of the company, and is the largest shareholder with voting rights, Geling Shentong has the right to nominate 3 directors, and Zhang Qiang, Xu Yongjun, Lu Kun, Liu Xiaowei and Shenzhen Guoyi Zhiyuan Management Consulting Partnership (Limited Partnership) have no right to nominate directors. In addition, Beijing Guoke Huanyu Technology Co., Ltd. has the right to nominate one director, and Shaanxi Sanyuan Hangke Investment Fund Partnership (Limited Partnership) has the right to nominate one director.

The company does not have a board of supervisors, but has 1 supervisor, who is nominated by Geling Shentong.

The legal representative of the company is a director recommended by Geling Shentong.

The general manager of the company is nominated by Geling Shentong and hired by the board of directors of the company.

The company's chief financial officer is nominated by Geling Shentong and hired by the company's board of directors.

The company shall establish and improve the corporate governance structure and supporting systems in accordance with the Company Law of the People's Republic of China and the laws and regulations related to the governance of listed companies, and the board of directors of the company shall hold regular meetings in strict accordance with the provisions of the articles of association and deliberate on relevant matters within its terms of reference.

(5) After consultation and unanimous agreement of the parties to this agreement, within 3 years from the date of delivery, without the prior written permission of Geling Shentong, the shareholders of the company's management team and Xu Yongjun shall not transfer the company's equity held by them, but if the amount of paid-in registered capital/capital contribution corresponding to the company's equity held by Geling Shentong (which shall not affect the actual controlling position of Geling Shentong of the target company), the implementation of employee incentives, Except for equity awards given to non-employees who have made special contributions, or the sale of all or part of the company's equity to shareholders of the company's management team and third parties directly or indirectly controlled by Xu Yongjun and who have no competition with the company. In the 4th and 5th years from the closing date, without affecting the actual control position of the target company, the shareholders of the company's management team and Xu Yongjun can transfer no more than 25% of the company's equity held by them in total each year.

(6) After consultation and unanimous agreement of all parties to this agreement, since the signing of this agreement, the shareholders of the company's management team and Xu Yongjun shall sign the "Concerted Action Agreement" with Geling Shentong, and the specific rights and obligations shall be subject to the signed "Concerted Action Agreement".

(7) After consultation and unanimous agreement of the parties to this agreement, CAS Emdoor promises to complete the change, renewal or re-application procedures of the company's relevant industry qualifications caused by this transaction within 12 months from the date of delivery, and if the deadline is extended due to reasons not attributable to CAS Emdoor, it will be automatically extended.

(8) After consultation and unanimous agreement of the parties to this agreement, since Geling Shentong obtains the actual control of CAS Emdoor, any of the following circumstances occurs, Geling Shentong has the right to submit a repurchase request to CAS Emdoor within 2 years after the occurrence of the situation or within 6 months after knowing the situation, the total repurchase price = the actual total investment of Geling Shentong + repurchase premium - dividends - compensated; Among them, the repurchase premium is the total actual investment of Geling Shentong (including the equity transfer consideration paid by Geling Shentong to the shareholders of the target company due to the equity transfer) * 10%/360 * actual investment time (calculated from the date of payment of Geling Shentong to the date when the total repurchase price obtained by Geling Shentong is fully repaid):

(1) There is material fraud or dishonesty on the part of the shareholders of the company or the management team;

(2) Major changes in the company's main business (except for changes made in accordance with this agreement and the articles of association) have caused serious damage to the interests of Geling Shentong and failed to remedy it in a timely manner;

(3) The shareholders of the company's management team are engaged in competitive business, or the interests of Geling Shentong are seriously damaged due to the reasons of the shareholders of the company's management team and fail to remedy them in a timely manner;

(4) The company fails to complete the procedures for changing, renewing or re-applying for relevant industry qualifications as scheduled in accordance with the aforesaid agreement, except for those caused by Geling Shentong;

(5) The company's management team, shareholders or the company materially violate the relevant provisions of this agreement.

(9) After consultation and unanimous agreement of the parties to this agreement, when the subscription date of the registered capital agreed in the articles of association of the target company expires, if the shareholders who have not completed the payment at that time have not fulfilled their capital contribution obligations after the expiration of the reminder and the grace period, they shall lose the equity of the unpaid capital contribution part from the date on which the company sends a written notice of loss of rights to them. Such lost equity will be cancelled and the registered capital of the company will be reduced accordingly. The parties unanimously confirm and agree that the capital reduction procedure for the performance of such equity loss shall be handled by the board of directors authorized by the shareholders' meeting, and there is no need to convene a separate shareholders' meeting to vote. The cancellation of such lost equity does not affect the loss of rights of shareholders to continue to bear the corresponding liability for breach of contract for failing to make timely capital contributions in accordance with the provisions of the Company Law and other provisions.

(10) After consultation and unanimous agreement of the parties to this agreement, under the condition that the business of the target company is further developed, the parties to this agreement shall initiate the acquisition of the remaining equity of the target company through negotiation, and the specific plan content such as the specific acquisition consideration and method shall be determined by the relevant parties after consultation.

5. Transitional arrangements

(1) The transition period refers to the period from the appraisal benchmark date of the appraisal report involved in this transaction to the delivery date of the capital increase.

(2) During the transition period, the target company and the shareholders of the company's management team shall ensure the normal business of the target company and shall not do any act that damages the legitimate rights and interests or expected interests of the target company.

(3) During the transition period, the shareholders of the target company and the company's management team shall make all possible efforts to ensure that Geling Shentong can freely and fully exercise its corresponding shareholder rights as a shareholder of the target company.

(4) During the transition period, the target company and the shareholders of the company's management team shall provide Geling Shentong with the relevant documents of the target company, such as financial accounts, work records, business contracts, technical data, personnel information, and management conditions, as reasonably required by Geling Shentong; The shareholders of the target company and the company's management team agree that Geling Shentong has the right to review the financial, asset and operating conditions of the target company and the progress of this capital increase at any time during the transition period.

(5) During the transition period, the target company and the shareholders of the company's management team shall promptly notify Geling Shentong in writing of the following information: (1) all circumstances and facts arising after the signing of this agreement that may cause the target company and the shareholders of the company's management team to violate the statements or commitments made in this agreement; (2) Assets, liabilities, business, financial condition, operation, business performance, customer or supplier relations, employee relations and other matters that have a significant impact on the target company or the company's business development that arise or change after the signing of this agreement.

(6) During the transition period, unless otherwise agreed in writing by Geling Shentong or otherwise agreed in this agreement, the shareholders of the target company and the company's management team promise not to engage in the following behaviors, except for the behaviors that must be taken to complete the capital increase and the behaviors that will not substantially affect the rights and interests of Geling Shentong:

(1) Any act involving the change of registered capital of the target company, the adjustment of the equity ratio, the modification of shareholder rights, etc., which may lead to the change of the equity and control of the target company, and any act involving the merger, division, reorganization, dissolution, liquidation and amendment of the articles of association of the target company;

(2) Adjust the number, composition, appointment and dismissal rules and powers of the board of directors of the target company; appoint or change the core employees such as supervisors and senior management of the target company;

(3) entering into any agreement, contract, arrangement or transaction that may materially impede the business development of the target company, affect the business independence of the target company or may constitute a material obstacle to the future development of the target company;

(4) Selling, leasing, transferring, encumbering or disposing of the assets of the target company in any way, in addition to selling products and providing services in the normal course of production and operation;

(5) enter into any non-monetary transaction involving the granting of exclusive rights or other material rights to third parties;

(6) announce, pay and make any dividend payments or distributions;

(7) approve or approve the budget and business plan of the target company or make any amendments thereto;

(8) making any investment or establishing any partnership or joint venture; establishing, dissolving or selling any subsidiary or branch; merger or acquisition of any business, assets or interests;

(9) the purchase or subscription of any shares or other equity or debt, securities or trust or other beneficial interest of any person;

and (10) make any adjustments to the accounting and financial policies of the underlying company.

(7) Profit and loss arrangement during the transition period: The profit and loss arising from the normal operation of the target company during the transition period shall be enjoyed or borne by all shareholders of the target company after the delivery date.

6. Commitments and warranties of all parties

(1) Undertakings and warranties of the investor

(1) The investor is a company limited by shares established and legally existing in accordance with the law, and has the qualifications and ability to sign and perform this Agreement as a civil entity;

(2) Prior to the signing of this Agreement, the Investor has fulfilled the necessary approval procedures and obtained the necessary approvals and authorizations for the signing of this Agreement;

(3) The Investor confirms that the signing of this Agreement does not violate any relevant laws, regulations and other relevant provisions or other agreements binding on the Investor;

(4) After the signing of this Agreement, the Investor will fulfill the obligation to pay the capital contribution on time in accordance with the provisions of this Agreement, and ensure that the source of funds is legal, there is no possibility of being recovered by any third party, and there is no entrustment, trust shareholding or nominee holding relationship.

(2) Undertakings and warranties of the target company

(1) The target company is a limited liability company established and legally existing in accordance with the law, and has the qualifications and ability to sign and perform this Agreement as a civil entity;

(2) Before the signing of this Agreement, the target company has performed the necessary internal and external approval procedures in accordance with the Company Law of the People's Republic of China and the relevant provisions of the Articles of Association, and has obtained the necessary approvals and authorizations for signing this Agreement;

(3) The target company confirms that it does not violate any relevant laws, regulations and other relevant provisions or other agreements binding on the target company by signing this agreement;

(4) After the signing and effective implementation of this Agreement, the target company will actively perform the relevant obligations such as going through the industrial and commercial change procedures and using the investment funds according to the agreed purpose in accordance with the provisions of this Agreement, and bear the relevant legal liabilities thereof;

(5) After the signing of this Agreement, if there is any circumstance that may have a material and material adverse impact on the assets or business of the target company, the target company will immediately notify the investor when it becomes aware of the above-mentioned circumstances.

(3) Commitments and guarantees of the original shareholders of the target company

(1) The original shareholders of the target company are all legally established and legally existing enterprise entities or Chinese citizens, and have the qualifications and capabilities to sign and perform this Agreement as civil entities;

(2) Before the signing of this Agreement, the original shareholders of the target company have fulfilled the necessary approval procedures and obtained the necessary approvals and authorizations for signing this Agreement;

(3) The original shareholders of the target company confirm that their signing of this agreement does not violate any relevant laws, regulations and other relevant provisions or other agreements binding on the original shareholders of the target company.

(4) Special commitment from shareholders of the company's management team

The shareholders of the company's management team hereby make a special commitment to the investor:

(1) The target company is a legally established and validly existing limited company; The target company and its subsidiaries (if involved, the same below) do not need to be terminated in accordance with the laws of the PRC and its articles of association; Except as disclosed to the investor, the Target Company and its subsidiaries have obtained and continue to be valid for the licenses and approvals required for their business activities in accordance with PRC laws to carry out business activities within the scope of their registered business activities; The qualifications and licenses held by the target company are legal and valid, and there are no major adverse matters that may lead to the inability to renew or change; The target company and its subsidiaries have legal and complete ownership or use rights of assets (including movable property, immovable property and intangible assets, etc.), and have obtained effective rights of possession, use, income, disposal and related rights of intangible assets; Except for the corresponding matters that have been disclosed to the investor in writing (subject to the written explanation provided to the investor by the target company and the shareholders of the company's management team and the matters reflected in the evaluation report and audit report involved in this transaction), the target company and its subsidiaries do not have their assets subject to judicial seizure, seizure, freezing, or pledge, mortgage or other rights restrictions for any other third party, and there is no external guarantee; Except for the corresponding litigation, arbitration and administrative penalties that have been disclosed to the investor in writing (subject to the matters that have been reflected in the evaluation report and audit report involved in this transaction), the target company and its subsidiaries do not have any outstanding or foreseeable major litigation, arbitration or administrative penalties.

(2) If the target company and its subsidiaries incur contingent liabilities due to matters before the completion of the industrial and commercial change procedures for this capital increase (except for the matters that have been disclosed in writing/publicly in advance or reflected in the evaluation report involved in this transaction), such as the liability for breach of contract with a third party, the administrative penalty arising from the violation of relevant laws, and the expenses or compensation arising from arbitration, litigation and other disputes arising from the matters arising from the completion of the industrial and commercial change procedure for this capital increase, The shareholders of the company's management team shall be responsible for resolving and bearing all the losses borne by the target company or its subsidiaries as a result of the guarantee liability arising from the guarantee provided before the completion of the industrial and commercial change procedure for the capital increase, resulting in any payment, payment, compensation or compensation liability of the target company or its subsidiaries after the completion date. The shareholders of the company's management team shall perform the compensation liability to the target company or its subsidiaries in cash in a lump sum within 5 working days after the target company or its subsidiaries pay the contingent liabilities.

7. Validity, modification and termination of the agreement

(1) This Agreement shall come into force and continue to be in force on the date of signature by the parties or their authorized representatives. This Agreement, once signed, shall be legally binding on all parties. Each party shall perform its obligations in strict accordance with this Agreement and shall not change or terminate the Agreement without authorization.

(2) Any amendment or change to this Agreement shall come into effect only after the parties have negotiated separately and signed a written supplementary agreement on the modification or change.

(3) This Agreement may be terminated in any of the following cases:

(1) If the investor fails to pay the capital increase at the agreed time and fails to pay after reasonable reminder by the target company, the target company has the right to unilaterally terminate this agreement;

(2) In the event of force majeure, which makes it impossible to achieve the purpose of this agreement, either party may terminate this agreement. Force majeure means political turmoil, earthquake, typhoon, flood, fire, war or other events that cannot be foreseen by the parties and whose occurrence and consequences cannot be prevented or avoided;

(3) either party may terminate this Agreement if any government authority, listing regulator issues an order, decree or ruling, or any other action has been taken to restrict, prevent or otherwise expressly prohibit the transactions contemplated by this Agreement, provided that such order, order, ruling or other action is final and no reconsideration, action or appeal may be requested;

(4) The parties may terminate this Agreement by consensus.

(4) When this Agreement is terminated in accordance with the relevant provisions of this Agreement, this Agreement shall be invalid and no longer binding, and all parties shall no longer be liable for the responsibilities and obligations under this Agreement; However, either party shall remain liable for the losses incurred by the other parties as a result of its breach of this Agreement prior to the termination of this Agreement.

8. Liability for breach of contract

(1) If the investor violates or fails to fulfill the obligation to pay the capital increase under this agreement, the target company has the right to issue a written notice to urge it to pay the investment money in accordance with the agreement. If the investor fails to pay within 30 days after the written reminder of the target company, the target company has the right to unilaterally terminate this agreement and require the investor to pay 10% of the total amount of the investment as liquidated damages, and if the liquidated damages are insufficient to make up for the losses of the target company, the target company has the right to require the investor to compensate for all losses; If the target company chooses not to terminate this agreement, it may require the investor to pay liquidated damages, which shall be calculated at the daily interest rate of 3/10,000 of the total amount of investment funds under this agreement, and the calculation period shall be from the date of overdue payment by the investor to the date of actual payment of the investment funds. If the liquidated damages are insufficient to compensate for the losses of the target company, the target company has the right to require the investor to compensate for all losses.

(2) If the target company fails to complete the industrial and commercial change registration formalities for the capital increase in a timely manner in accordance with the relevant provisions of this agreement due to the fault of the target company, and fails to perform or complete the performance within 30 days after being urged by the investor, the investor has the right to terminate this agreement. If the investor chooses to terminate this agreement, the target company shall return all the investment money paid by the investor and pay liquidated damages at the rate of 10% of the total amount of the investment money, and if the liquidated damages are insufficient to make up for the losses of the investor, the investor shall have the right to demand compensation from the target company for all losses; If the investor chooses not to terminate this agreement, it may require the target company to pay liquidated damages, which shall be calculated according to the investment amount * 3/10,000 of the daily interest rate * the number of overdue days (calculated from the first day of overdue to the date of completion of the industrial and commercial change registration procedures), and if the liquidated damages are insufficient to make up for the losses of the investor, the investor has the right to demand the target company to compensate for all losses.

(3) Except as otherwise provided in this Agreement, if any party to this Agreement violates any of its provisions or any other provisions under this Agreement, resulting in any expense, liability or loss suffered by the other party, the breaching party shall compensate the non-breaching party for all losses caused by its breach of contract (including but not limited to the capital cost, labor cost, business resource cost and expected benefits that the non-breaching party can obtain from the company, including any claims arising from the non-breaching party based on this agreement, Losses, liabilities, damages, judgments, fines, settlements, and other costs or expenses, subject to legally recognized definitions of losses).

(2) Equity transfer agreement

1. The subject of the agreement

Transferor: Beijing Yike Consulting Service Center (Limited Partnership).

Transferee: Geling Deep Pupil

Target company: CAS Emdoor

2. The equity transfer plan

(1) After consultation and unanimous agreement between the transferor and the transferee of this agreement, based on the appraisal value of the winning company in the "Asset Appraisal Report of the Market Value Appraisal Project of Beijing Geling Shentong Information Technology Co., Ltd. Involving the Shareholders' Equity of Shenzhen Guoke Yidao Technology Co., Ltd." (Zhonglian Ping Bao Zi [2024] No. 3849) issued by Zoomlion Asset Appraisal Group Co., Ltd., and considering the total amount to be paid to the target company by Zhang Qiang and other 4 natural person shareholders of the target company4, The investment of 4,606,600 yuan (RMB: 10,000,000 yuan of the whole company) shall be negotiated by the two parties to determine the consideration for the equity transfer with the overall equity value of 207.6 million yuan of the target company.

(2) The transferor agrees to transfer its 4.9751% equity interest in the target company (corresponding to the registered capital of 1.8 million yuan, which has been fully paid-in, hereinafter referred to as the "target equity") to the transferee for a consideration of 10,328,352 yuan; The transferee agrees to transfer the equity of the subject matter at the above consideration.

3. Payment of price and registration of industrial and commercial change

(1) After consultation and unanimous agreement between the transferor and the transferee of this Agreement, the transferee shall pay the total equity transfer amount of 10,328,352 yuan (capitalization: RMB 1,000,000,000) to the bank account designated by the transferor within 10 working days after the effective date of this agreement.

(2) After consultation and unanimous agreement of the parties to this agreement, the relevant industrial and commercial change registration procedures involved in this equity transfer shall be completed by the target company within 20 days from the date of signing this agreement, and the transferor and the transferee shall actively cooperate. The taxes and fees involved in the change shall be borne by each party in accordance with the provisions of relevant laws and regulations; Where relevant laws and regulations do not provide for it, the burden is to be shared by all parties in accordance with the principles of fairness and reasonableness.

(3) After consultation and unanimous agreement between the transferor and the transferee, from the date of completion of the payment of the consideration for this equity transfer, the transferee shall enjoy the complete shareholder rights corresponding to all the underlying equity and perform the corresponding shareholder obligations, and the transferor shall no longer enjoy any shareholder rights and assume the corresponding shareholder obligations for the target equity.

4. Commitments and warranties of all parties

(1) Undertakings and warranties of the transferor

(1) The transferor warrants that the subject equity it transfers to the transferee is the equity legally owned by it and has the full right to dispose of it. The subject equity has not been frozen or auctioned by the people's court, and no mortgage, pledge, guarantee or any other defects that may affect the interests of the transferee have been set. Before the completion of the industrial and commercial change registration procedures involved in this equity transfer, the transferor shall not dispose of such equity through transfer, gift, mortgage, pledge or any other way that affects the interests of the transferee;

(2) The transferor warrants that it has fulfilled the internal decision-making procedures for signing and performing this Agreement, does not violate any legal provisions, and does not violate the relevant agreements signed by it in the past;

(3) The transferor will strictly perform all its obligations under this Agreement in accordance with the law and in accordance with the provisions of this Agreement, and bear the legal liabilities related thereto.

(2) Undertakings and warranties of the transferee

(1) The transferee warrants that it has fulfilled the internal decision-making procedures for signing and performing this Agreement, does not violate any laws and regulations, and does not violate the relevant agreements signed by it in the past;

(2) The transferee will strictly perform all its obligations under this Agreement in accordance with relevant laws and regulations and the provisions of this Agreement, and assume legal liabilities related thereto.

(3) Undertakings and warranties of the target company

(1) The target company warrants that it has fulfilled the internal decision-making procedures for signing and performing this agreement, does not violate any legal provisions, and does not violate the relevant agreements signed by it in the early stage;

(2) The target company will strictly perform all its obligations under this agreement in accordance with relevant laws and regulations and the provisions of this agreement, and assume legal liabilities related thereto.

5. Validity, modification and termination of the agreement

(1) This Agreement shall come into force and continue to be valid on the effective date of the "Capital Increase Agreement on Shenzhen Guoke Emdoor Technology Co., Ltd." signed by the parties or their authorized representatives and signed by the transferee and the target company and its existing shareholders. This Agreement, once signed, shall be legally binding on all parties. Each party shall perform its obligations in strict accordance with this Agreement and shall not change or terminate the Agreement without authorization.

(2) Any modification or change to this Agreement shall come into effect only after the parties have negotiated separately and signed a written contract on the modification or change.

(3) The relevant party may terminate this agreement in the event of any of the following circumstances:

(1) If the transferee fails to pay the equity transfer price as agreed, and fails to pay it after reasonable reminder by the transferor, the transferor has the right to unilaterally terminate this agreement and shall not assume any liability for breach of contract;

(2) If the industrial and commercial change registration procedure involved in the equity transfer is not completed within 60 days from the effective date of this agreement due to reasons not attributable to the transferee, the transferee has the right to unilaterally terminate this agreement and does not assume any liability for breach of contract, and the transferor shall immediately refund the consideration paid by the transferee to the transferee for the transfer of the subject equity in full without interest;

(3) If the "Agreement on Capital Increase of Shenzhen Guoke Emdoor Technology Co., Ltd." signed by the transferee and its existing shareholders mentioned above in this agreement is not terminated or dissolved due to reasons attributable to the transferee, the transferee has the right to unilaterally terminate this agreement and does not assume any liability for breach of contract, and the transferor shall immediately and unconditionally refund the transferee in full and immediately the consideration for the transfer of the subject equity paid to the transferee;

(4) If the conditions for the conclusion or performance of the agreement change, the parties may terminate this agreement through negotiation.

(5) In the event of force majeure that makes it impossible to achieve the purpose of this agreement, either party may terminate this agreement. Force majeure means political turmoil, earthquake, typhoon, flood, fire, war or other events that cannot be foreseen by the parties and whose occurrence and consequences cannot be prevented or avoided;

(6) Either party may terminate this Agreement if any government authority issues an order, decree or ruling, or any other action has been taken to restrict, prevent or otherwise expressly prohibit the transaction contemplated by this Agreement, provided that such order, decree, ruling or other action is final and no reconsideration, action or appeal may be requested;

(4) When the relevant party terminates this agreement in accordance with the relevant provisions of this agreement, this agreement shall be invalid and no longer binding, and each party shall no longer bear the responsibilities and obligations under this agreement; However, either party shall still be liable for the losses incurred by the other parties as a result of its breach of this Agreement prior to the termination/rescission of this Agreement.

6. Liability for breach of contract

(1) If the transferee violates or fails to perform the obligation to pay the equity transfer money under this agreement, the transferor has the right to issue a written notice to urge it to pay the equity transfer money in accordance with the agreement. If the transferee fails to pay within 30 days after the written reminder of the transferor, the transferor has the right to unilaterally terminate this agreement and require the transferee to pay liquidated damages of 10% of the total amount of the investment amount, and if the liquidated damages are insufficient to compensate for the losses of the transferor, the transferor has the right to require the transferee to compensate for all losses; If the transferor chooses not to terminate this Agreement, it may require the transferee to pay liquidated damages, which shall be calculated at the daily interest rate of 3/10,000 of the total amount of the transfer money under this Agreement, and the calculation period shall be from the date of overdue payment by the transferee to the date of actual payment of the equity transfer money. If the liquidated damages are insufficient to compensate for the losses of the transferor, the transferor shall have the right to demand the transferee to compensate for all losses.

(2) If the target company fails to complete the industrial and commercial change registration procedures for the equity transfer in a timely manner in accordance with the relevant provisions of this agreement due to the fault of the transferor, and fails to perform or complete the performance within 30 days after being urged by the transferee, the transferee has the right to terminate this agreement. If the transferee chooses to terminate this agreement, the transferor shall return all the equity transfer money paid by the transferee and pay liquidated damages at the rate of 10% of the total amount of the equity transfer, and if the liquidated damages are insufficient to make up for the losses of the transferee, the transferee shall have the right to require the transferor to compensate for all losses; If the transferee chooses not to terminate this agreement, it may require the transferor to pay liquidated damages, which shall be calculated according to the transfer price * 3/10,000 of the daily interest rate * the number of overdue days (calculated from the first day of overdue to the date of completion of the industrial and commercial change registration procedures), and if the liquidated damages are insufficient to make up for the losses of the transferee, the transferee shall have the right to require the transferor to compensate for all losses.

(3) Except as otherwise provided in this Agreement, if any party to this Agreement violates any of its provisions or any other provisions under this Agreement, resulting in any expense, liability or loss suffered by the other party, the breaching party shall compensate the non-breaching party for all losses caused by its breach of contract (including but not limited to the capital cost, labor cost, business resource cost and expected income that the non-breaching party can obtain from the target company). Specifically, it includes any claims, losses, debts, damages, judgments, fines, settlement amounts and other costs or expenses incurred by the non-breaching party based on this Agreement, specifically to the extent of legally recognized losses).

(3) Concerted action agreements

1. The subject of the agreement

Party A: Geling Deep Pupil

Members of Party B: Zhang Qiang, Xu Yongjun, Lu Kun, Liu Xiaowei, Shenzhen Guoyi Zhiyuan Management Consulting Partnership (Limited Partnership).

Target company: CAS Emdoor

2. Concerted action arrangement

(1) After consultation and unanimous agreement of the parties to this agreement, the parties to this agreement shall express their intention and reach a consensus on action in the convening, proposal and voting of the shareholders' meeting of CAS Emdoor, the nomination and voting of the directors, supervisors and senior management of CAS Emdoor, and other relevant business decisions of CAS Emdoor.

(2) Upon consultation and unanimous agreement of the parties to this Agreement, the scope of matters of "acting in concert" under this Agreement includes, but is not limited to:

(1) The parties to this agreement participate in the business decision-making activities of CAEMWAY and fulfill the rights and obligations of shareholders, etc., the parties are consistent;

(2) Before the parties to this agreement exercise the shareholder rights of CAS Emdoor, especially the right to propose and vote, the parties shall conduct full consultation and communication to ensure the smooth decision of concerted action;

(3) When each party to this agreement proposes candidates for directors and supervisors to the shareholders' meeting of CAS Emdoor, and in the voting election of all candidates, all parties shall take concerted action;

(4) When the parties to this agreement convene a shareholders' meeting to vote on matters related to CAS Emdoor, the parties shall take concerted action. If any party is unable to attend the shareholders' meeting, it shall entrust other parties acting in concert to attend the meeting and exercise the right to vote, and if none of the parties is able to attend the shareholders' meeting, it shall jointly entrust others to attend the meeting and exercise the right to vote;

(4) Each party to this agreement shall urge the directors and supervisors nominated by each party to submit the same proposal to the board of directors and the board of supervisors of CAS Emdoor, and take concerted action in the voting of all proposals;

(6) Each party to this agreement shall urge the directors nominated by each party to propose the same senior management candidates to the board of directors of CAS Emdoor, and urge the nominee directors to adopt a unanimous opinion in the voting of all candidates;

(7) Each party to this agreement shall promote the directors nominated by each party to be consistent in participating in other business decision-making activities of CAS Emdoor and performing the rights and obligations of directors;

(8) The parties to this agreement shall urge the directors nominated by each party to conduct full consultation and communication before exercising the rights of directors of CAS Emdoor, especially the right to propose and vote, so as to ensure the smooth decision of concerted action;

(9) In the event that any of the directors nominated by the parties to this Agreement is unable to participate in the Board of Directors, the other directors nominated by the parties shall be entrusted to attend the meeting and exercise their voting rights; If none of the directors nominated by each party is able to attend the meeting of the Board of Directors, they shall jointly entrust other persons who have the right to attend the meeting to attend the meeting and exercise the right to vote.

3. Special Agreements

(1) The parties to this agreement shall fully communicate and negotiate before participating in the shareholders' meeting of CAS Emdoor on major matters of business development, and exercise their voting rights in a unified manner after reaching an agreement. If there is any objection, on the premise of not violating laws and regulations and the provisions of the articles of association of CAS Emdoor, all parties agree to the opinions of Geling Shentong. Each party shall ensure that the rights of shareholders and the obligations of shareholders are exercised in accordance with the agreed action decisions reached.

(2) During the validity period of this Agreement, if the equity or capital contribution of Party B member of the target company increases, the increased equity or capital contribution shall be automatically bound by this Agreement.

(3) During the validity period of this agreement, without the consent of Geling Shentong, Party B members shall not transfer the equity or rights and interests of the target company held by them or provide pledge guarantee to the outside world.

4. Deadline for concerted action

This agreement shall come into force from the date of signing by all parties until the date when Geling Shentong no longer holds any equity of CAS Emdoor or Party B members no longer hold any equity of CAS Emdoor. If any member of Party B no longer holds the equity of CAS Emdoor, other members of Party B still have the same action relationship with Geling Shentong.

5. Commitments and warranties of all parties

(1) Each party to this Agreement is a natural person, legal person or other organization within the territory of China with full capacity for civil rights and conduct, and has the necessary rights to sign and perform this Agreement.

(2) All parties to this agreement are the legal shareholders of CAS Emdoor, and there is no pledge, freezing or other restrictions on the rights of third parties in the equity of CAS Emdoor.

(3) The obligations assumed by the parties to this Agreement in this Agreement are legal and valid, and the performance of the relevant obligations will not conflict with other contractual obligations undertaken by them, nor will they violate the provisions of any laws and regulations.

6. Validity, modification and termination of the agreement

(1) This agreement shall be established on the date of signing by the parties or their authorized representatives, and shall take effect from the effective date of the "Agreement on the Capital Increase of Shenzhen Guoke Emdoor Technology Co., Ltd." signed by Geling Shentong and the target company and the existing shareholders of the target company, and shall be terminated on the date when Geling Shentong or any party B no longer holds any equity of Guoke Emdoor.

(2) Once this Agreement is signed, it shall be legally binding on all parties. Each party shall perform its obligations in strict accordance with this Agreement and shall not change or terminate the Agreement without authorization. Any amendment or change to this Agreement shall be subject to separate negotiation between the parties and a written supplementary agreement shall be signed on the modification or change before it can take effect.

(3) During the performance of this agreement, if any member of Party B no longer holds the equity of CAS Emdoor, and the other members of Party B still maintain the same action relationship with Geling Shentong, this agreement is still valid.

(4) This Agreement may be terminated in the event of any of the following events:

(1) In the event of force majeure, either party may terminate this Agreement if the purpose of this Agreement cannot be achieved. Force majeure means political turmoil, earthquake, typhoon, flood, fire, war or other events that cannot be foreseen by the parties and whose occurrence and consequences cannot be prevented or avoided;

(2) either party may terminate this Agreement upon the issuance of an order, decree or ruling of any governmental authority, or any other action that restricts, prevents, or otherwise expressly prohibits the transactions contemplated by this Agreement, provided that such order, order, ruling or other action is final and no reconsideration, action or appeal may be filed;

(3) The parties may terminate this Agreement by consensus.

(5) When this Agreement is terminated in accordance with the relevant provisions of this Agreement, this Agreement shall be invalid and no longer binding, and each party shall no longer bear the responsibilities and obligations under this Agreement; However, either party shall remain liable for the losses incurred by the other parties as a result of its breach of this Agreement prior to the termination of this Agreement.

7. Liability for breach of contract

The parties to this Agreement unanimously agree and confirm that, unless otherwise agreed in this Agreement, if any party to this Agreement violates any of its provisions or any other provisions under this Agreement, or fails to perform any of its obligations under this Agreement, resulting in any costs, liabilities or losses suffered by the other party, it shall constitute a breach of contract under this Agreement, and the non-breaching party shall have the right to send a written notice to urge the breaching party to perform its obligations in accordance with the Agreement. If the breaching party fails to pay within 30 days after the written reminder of the non-breaching party, the non-breaching party has the right to unilaterally terminate this agreement; If the non-breaching party chooses not to terminate this Agreement, it may require the breaching party to pay liquidated damages, and the breaching party shall compensate the breaching party for all losses caused to the breaching party by its breach of contract (including but not limited to the capital cost, labor cost, business resource expenses invested by the non-breaching party in the company, and the expected benefits that the non-breaching party can obtain from the company, including any claims, losses, debts, damages, judgments, fines, settlement amounts and other costs or expenses incurred by the non-breaching party based on this agreement).

6. Other arrangements related to the transaction

There is no related relationship between the counterparty of this transaction and the company, and this transaction does not involve related party transactions, and there is no situation that may result in related party transactions; This transaction also does not involve the company's increase in external guarantee liability.

7. The impact of this transaction on the listed company

The target company mainly provides terminal computing equipment for the military industry, and its product forms include motherboards based on localized chips, ruggedized and localized tablet computers, laptops, etc., with relevant qualifications, and its products have been supplied in batches in the industry. This transaction will strengthen the company's hardware design, R&D and manufacturing capabilities, accelerate the implementation of the strategy of artificial intelligence software and hardware integration products, and help the company develop intelligent business in the military field and enhance the company's comprehensive competitiveness, which is in line with the interests of the company and all shareholders.

After the completion of this transaction, the company and the target company will create synergies in terms of technology products, supply chain and industry market

(1) Collaboration of technology and product innovation to achieve the product strategy of integrating AI software and hardware

The target company has strong comprehensive hardware design and R&D capabilities, and has the ability to customize and develop computing motherboards or complete machines with localized chips as the core according to customer needs, and can achieve stable mass production; The company has strong R&D and deployment capabilities in artificial intelligence technology, and has experience in successfully deploying artificial intelligence algorithm models on a variety of different computing platforms. Through this transaction, the two parties can integrate artificial intelligence technology and computing terminal technology to develop a new generation of intelligent hardware equipment and related services to better meet the needs of customers and the market. At the same time, using the target company's professional knowledge and capabilities in hardware design, the company's existing intelligent hardware products are expected to accelerate the speed of update and iteration, reduce R&D costs, improve product performance, and ensure the successful implementation of the artificial intelligence software and hardware integration product strategy.

(2) Supply chain coordination, optimize the cost structure of existing hardware products, and improve production efficiency

The target company is located in the Pearl River Delta region, relying on the location advantages and industrial agglomeration advantages of the local complete electronic information industry chain from R&D, design, production to sales, and has accumulated rich experience in small batch, multi-batch, customized hardware development and corresponding supply chain management. The target company's capabilities and experience in the hardware supply chain can help the company optimize the cost structure of existing hardware products, reduce production costs, improve production efficiency and product quality, and ensure delivery time. At the same time, with the target company, a professional hardware product manufacturer, as a link, it will help the company to further strengthen cooperation with computing chip manufacturers and other hardware suppliers, and build an integrated product ecology of artificial intelligence software and hardware.

(3) Market expansion synergy to expand the market customer base of both parties' products

The

terminal computing products of the target company are mainly used in the military field, with relevant industry qualifications and a good customer base, and in recent years, with the development and change of the external environment, the demand for localization and intelligence in the military field has become increasingly strong. With the target company's hardware foundation, industry qualifications and customer base, the company's artificial intelligence products and services are expected to enter the military industry, expand new industry markets, and increase revenue sources.

On the other hand, the company's original financial and security business, there is also a strong demand for localization, with the help of the company's sales channels, to help the target company in the field of finance and security to expand the sales of localized computing equipment, to achieve market expansion.

After the completion of this transaction, the company will directly hold 23.4194% of the equity of the target company, become its largest shareholder, and obtain 54.6792% of the voting rights of the target company through concerted action, become the controlling shareholder of the target company, and the target company will become the company's holding subsidiary.

8. Risk analysis of foreign investment

(1) Goodwill impairment risk

After the completion of this transaction, the target company will become a holding subsidiary of the company, and this transaction is a business combination not under common control, and the company's balance sheet is expected to generate goodwill of 26 million yuan to 31 million yuan. According to the Accounting Standards for Business Enterprises, the goodwill formed by this transaction is not amortized, but it is subject to impairment testing. If there is an adverse change in the future operating activities of the target company, there will be a risk of impairment of goodwill, which will adversely affect the company's future current profit and loss.

(2) The integration effect and synergy effect are less than expected

After the completion of this transaction, the target company will be included in the unified management of the company. The company will participate in the daily operation and management of the target company by appointing directors and financial leaders, but at the same time, in order to ensure the stable operation of the target company, the original senior management personnel and core technical personnel of the target company will remain stable. There is a certain uncertainty as to whether the operation and management system between the company and the target company can be smoothly connected, whether the technical business can be effectively coordinated and integrated, and whether the integration effect can meet expectations. If the two parties fail to effectively integrate and fail to produce the expected integration synergies, it will have an adverse impact on the production, operation and performance of the listed company.

(3) The target company's own operational risks

1. Specific customer dependence risk

The main customers of the target company are all in the military industry, which has the characteristics of customer concentration. From January to September 2023 and 2024, the sales revenue of the top five customers of the target company accounted for 88.71% and 97.73% of the operating income respectively, with a high concentration of customers and a certain dependence on large customers. If there is an adverse change in the relationship between the target company and the existing customer or the change in the demand of downstream customers in the future, it will lead to a significant decline in the performance of the target company.

2. Income fluctuation risk

As a supporting product of downstream customer products, the target company's products are greatly affected by the industry's demand for downstream customer products. If there is a decline in industry demand in the future, or if the demand for the target company's products fluctuates in different years by downstream customers, the target company will have the risk of large fluctuations in revenue.

3. Impairment of accounts receivable and recovery risk

As of the end of September 2024, the balance of accounts receivable of the target company was 51.1123 million yuan, of which the accounts receivable within one year was 35.3686 million yuan, accounting for 69.20% of the balance of accounts receivable. The amount of accounts receivable of the target company is large, and if the business situation of the downstream customer changes or the cooperative relationship between the target company and the downstream customer changes in the future, it may lead to the risk of impairment and unrecoverable accounts receivable of the target company.

4. Inventory impairment risk

The target company mainly purchases and prepares goods according to customer orders, but downstream customers will issue stocking notices to the company in advance to ensure the delivery of final products, and the company needs to stock up in advance in combination with product delivery and raw material market conditions. If the downstream customer cannot sign the contract in time due to the long formal contract approval process in the future, or the downstream customer's product demand fluctuates, the target company's inventory may be at risk of impairment.

5. The

risk of price fluctuations in the market of core components

At present, the target company mainly focuses on domestic chips to develop terminal computing equipment such as motherboards, tablets and laptops, and there is no risk of supply constraints for the time being. However, if the price of upstream core components fluctuates and the company is unable to pass on the price fluctuation to downstream customers, the operating results of the target company may be adversely affected.

(4) The risk of paid-in registered capital of the target company

In September 2024, Zhang Qiang and other four natural person shareholders contributed a total of 44.6066 million yuan in monetary form to subscribe to the new registered capital of the target company of 10.86 million yuan. As of the disclosure date of this announcement, the investment of 44.6066 million yuan has not yet been paid-in, and the four natural person shareholders will be paid in batches within five years. If the registered capital cannot be paid-in, the target company may face the risk that part of the registered capital cannot be paid-in, which will affect the solvency and ability of the target company to continue operations.

The announcement is hereby made.

Board of Directors of Beijing Geling Shentong Information Technology Co., Ltd

November 26, 2024