Shanghai Zhuoran Engineering Technology Co., Ltd. Announcement on the Progress of External Guarantees for 2025

Securities Code: 688121
Securities Name: Zhuoran Co., Ltd. (Rights Protection)
Announcement No.: 2026-012

Shanghai Zhuoran Engineering Technology Co., Ltd.

Announcement on the Progress of External Guarantees for 2025

The company’s board of directors and all directors guarantee that the content of this announcement is free from any false records, misleading statements, or major omissions, and bear legal responsibility for its truthfulness, accuracy, and completeness.

Key Highlights:

● Guarantee Object and Basic Information

Unit: Ten Thousand Yuan

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Note:

1. “Actual guarantee balance provided (excluding this guarantee amount)” refers to the unreviewed external guarantee balance data as of the disclosure date of this announcement.

2. This guarantee is provided between wholly owned subsidiaries of the company to perform business contracts. The signing party (the guaranteed party) of the business contract is Jiangsu Boxsong Energy Technology Co., Ltd., a wholly owned subsidiary of the company.

● Cumulative Guarantee Situation

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● Impact of this Mortgage on the Company

After the completion of this mortgage guarantee, the total book value of main assets mortgaged or pledged by the company and its subsidiaries within the scope of consolidated financial statements is 42.50% (unaudited) of the audited consolidated total assets for 2024. As of now, these mortgaged or pledged assets are used for financing guarantees and performance assurances necessary for the company’s and subsidiaries’ daily operations, mainly including asset mortgages for bank financing of construction projects and related contractual performance guarantees to ensure smooth project contract execution. These guarantees are part of normal business and financing activities and are not expected to adversely affect the company’s daily operations or business development, nor harm the legitimate rights and interests of the company and all shareholders, especially minority shareholders.

1. Guarantee Overview

(1) Basic Guarantee Information

To ensure the smooth performance of supply contracts and related agreements (hereinafter referred to as “main contracts”) signed and to be signed by the company’s wholly owned subsidiary Jiangsu Boxsong Energy Technology Co., Ltd. (“Boxsong Energy”) and Risen Petrochemical (Rights Protection) Co., Ltd. (“Owner”), Zhuoran (Jingjiang) Equipment Manufacturing Co., Ltd. (“Zhuoran Jingjiang”) recently signed a “Mortgage Contract” and a “Guarantee Contract,” agreeing to provide guarantees using some of Zhuoran Jingjiang’s assets, including but not limited to buildings, structures, equipment, land use rights, and intangible assets, for project payments (including prepayments, progress payments, etc.) paid by the owner to Boxsong Energy, as well as all creditor’s rights under the main contract.

This guarantee does not involve counter-guarantee arrangements. The guarantee method is mortgage, with an estimated amount of RMB 800 million. The relevant mortgage registration procedures are being processed according to law.

(2) Internal Decision-Making Procedures

The company held the 17th meeting of the third board of directors on April 20, 2025, and the 2024 annual general meeting on June 26, 2025, to approve the “Proposal on the Estimated Guarantee Limit for 2025,” which authorized the company to provide guarantees for subsidiaries within the scope of consolidated financial statements, including: (1) providing a total guarantee limit of no more than RMB 11 billion (or equivalent foreign currency) for financing activities such as comprehensive credit applications with banks and other financial institutions; (2) providing guarantees not exceeding RMB 11 billion (or equivalent foreign currency) for daily operational guarantees, including contract performance guarantees, factory lease guarantees, and issuance of guarantees. The authorization period is from the date of approval at the 2024 shareholders’ meeting until the next annual shareholders’ meeting. During this period, the company can allocate guarantee limits to subsidiaries based on actual needs; the guarantee limit can be reused cyclically. If new subsidiaries are added during the validity period, guarantees for these subsidiaries can also be allocated within the estimated guarantee limit. Details are disclosed in the “Announcement on the Estimated Guarantee Limit for 2025” published on the Shanghai Stock Exchange website on April 22, 2025 (Announcement No.: 2025-010).

This guarantee is within the authorized limit of the company’s 2024 annual shareholders’ meeting, involving the company and subsidiaries within the scope of consolidated financial statements. The guarantee amount does not exceed the total authorized amount, so no further approval by the board or shareholders’ meeting is required. This guarantee does not involve new external borrowing or related-party transactions. No additional board or shareholders’ approval is necessary.

2. Basic Information of the Guarantor

(1) Basic Situation

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(2) Credit Dishonesty Status of the Guarantor

As of the date of this announcement, the guarantor is not a dishonest person subject to enforcement.

3. Main Contents of the Guarantee Agreement

Based on the supply contracts and related agreements already signed and to be signed by the company’s wholly owned subsidiary Boxsong Energy and the owner, Zhuoran Jingjiang and the owner agree to provide guarantees using some of Zhuoran Jingjiang’s assets, including but not limited to buildings, structures, equipment, land use rights, and intangible assets, for project payments (including prepayments, progress payments, etc.) paid by the owner to Boxsong Energy, as well as all creditor’s rights under the main contract.

This mortgage guarantee does not involve counter-guarantee arrangements. The guarantee period is 36 months from the expiry of the debt performance period under the main contract. The guarantee method is mortgage, with an estimated amount of RMB 800 million. The relevant mortgage registration procedures are being processed according to law.

4. Necessity and Rationality of the Guarantee

This mortgage guarantee is a routine business contract performance guarantee to fulfill supply contracts, serving as a normal credit enhancement measure. It helps strengthen customer cooperation confidence, ensures project payment security, and aligns with the company’s overall strategic needs. The guarantee object is a wholly owned subsidiary, with controllable risks. This guarantee does not involve related-party transactions, and the decision and implementation strictly follow laws, regulations, and internal policies. It does not harm the interests of the company or shareholders, especially minority shareholders, and will not adversely affect the company’s operations, future financial condition, or business results.

5. Board Opinions

This guarantee amount is within the scope approved at the 17th meeting of the third board of directors and the 2024 annual shareholders’ meeting, so no further review is required.

6. Total External Guarantees and Overdue Guarantees

As of the disclosure date, the total external guarantee amount for the company and its controlling subsidiaries is RMB 4,238 million (including this guarantee), accounting for 166.65% of the company’s audited net assets for 2024 and 48.66% of the audited total assets for 2024. All guarantees are provided for subsidiaries; there are no overdue or litigation-related guarantees.

7. Impact of this Mortgage on the Company

After completing this mortgage guarantee, the total book value of main assets mortgaged or pledged by the company and its subsidiaries within the scope of consolidated financial statements is 42.50% (unaudited) of the audited consolidated total assets for 2024. These assets are used for normal financing guarantees and performance assurances, including mortgages for bank financing of construction projects and related contractual guarantees, which are part of normal business and financing activities. It is expected that this will not significantly impact the company’s daily operations or business development, nor harm the interests of the company and shareholders, especially minority shareholders.

8. Risk Warning

9. Chain risk of control and asset disposal of subsidiaries

If the company fails to perform its obligations as stipulated in the supply, pledge, guarantee, and other legal documents, creditors may exercise rights through asset disposal methods such as discounting, auction, or sale. This could lead to loss of control over pledged subsidiaries or core assets, affecting the company’s asset structure, business layout, and financial statements.

2. Financial liquidity and financing constraints risk

During the guarantee period, assets with pledged rights cannot be freely transferred, leased, or used for additional financing, which may reduce the company’s ability to meet sudden cash needs and weaken short-term liquidity. As pledged assets constitute a growing proportion of total assets, future financing may face resource shortages and increased costs, challenging the company’s capital security and liquidity management.

3. Valuation risk of pledged assets

The fair value of pledged assets, including equity in subsidiaries, land use rights, industrial plants, construction in progress, and intangible assets, is affected by macroeconomic conditions, regional policies, valuation methods, and disposal conditions, leading to significant uncertainty. Investors should be aware of the potential variability in realizable value.

This announcement is made accordingly.

Board of Directors of Shanghai Zhuoran Engineering Technology Co., Ltd.

March 17, 2026