宁波建工股份有限公司 关于接受控股股东担保并向其提供反担保的公告

Core Viewpoint - Ningbo Construction Co., Ltd. has announced that its controlling shareholder, Ningbo Transportation Investment Group Co., Ltd., will provide guarantees for the company's financing, with a total guarantee amount not exceeding RMB 6 billion, and the guarantee period lasting until December 31, 2028. The company will provide counter-guarantees for this support [2][6]. Group 1: Guarantee Details - The total guarantee amount provided by Ningbo Transportation Investment Group for the company's financing will not exceed RMB 60 billion [2][6]. - The guarantee period is set until December 31, 2028, although the specific financing business duration is not limited by this date [2][6]. - The company will provide a counter-guarantee for the aforementioned guarantee, ensuring that it covers all principal, interest, penalties, and costs related to the debt [7]. Group 2: Internal Decision-Making Process - The independent directors and the audit committee of the company have reviewed and approved the proposal regarding the acceptance of the controlling shareholder's guarantee and the provision of a counter-guarantee [3][21]. - The proposal was subsequently approved by the company's board of directors during a meeting held on November 10, 2025, with related directors abstaining from voting [3][21]. Group 3: Shareholder Meeting - The proposal regarding the acceptance of the guarantee and the provision of a counter-guarantee will be submitted for approval at the upcoming shareholder meeting, where related shareholders must abstain from voting [4][23]. - The shareholder meeting is scheduled for November 26, 2025, and will utilize both on-site and online voting methods [58][59]. Group 4: Financial Instruments - The company plans to register and issue medium-term notes totaling up to RMB 2 billion to optimize its debt structure and broaden financing channels [54][55]. - The issuance will be guaranteed by Ningbo Transportation Investment Group, and the final terms will be determined based on market conditions [55]. Group 5: Governance Changes - The company will abolish its supervisory board, transferring its responsibilities to the audit committee of the board of directors, and relevant governance documents will be revised accordingly [73][74]. - The proposed changes to the company's articles of association and governance structure will also be submitted for shareholder approval [74][75].