Summary of Key Points Core Viewpoint - The company, Jilin Yalian Development Technology Co., Ltd., has approved a guarantee of up to 10 million yuan for its subsidiary, Nanjing Lingyun Technology Development Co., Ltd., to support its operational needs and credit applications [1][2]. Guarantee Overview - The guarantee was approved during the board meetings held on April 27 and May 30, 2025, and aims to facilitate the subsidiary's credit and daily operations [1]. - The total guarantee amount for the subsidiary is capped at 10 million yuan [1]. Subsidiary Information - Nanjing Lingyun is involved in various sectors including transportation, environmental engineering design, software development, and sales of electronic and mechanical products [2]. Financial Data of Nanjing Lingyun - As of 2024, Nanjing Lingyun reported total assets of 32,517.32 million yuan and total liabilities of 23,285.62 million yuan, with a net asset value of 9,231.70 million yuan [3]. - The company achieved an operating income of 20,852.16 million yuan in 2024 [3]. Guarantee Agreement Details - The guarantee is a joint liability guarantee provided to Nanjing Lingyun for a credit limit of 1 million yuan from Nanjing Bank [2][4]. - The guarantee period extends for three years from the debt fulfillment date, with provisions for extensions if agreed upon by the bank and the subsidiary [4][5]. Board of Directors' Opinion - The company holds a 71.99% stake in Nanjing Lingyun, and the board believes that the guarantee will not adversely affect the company or its shareholders, as the financial risks are manageable [5]. - The total amount of guarantees provided by the company and its subsidiaries after this transaction will be 55 million yuan, which is 78.52% of the latest audited net assets [5]. Additional Information - There are no overdue guarantees, and the total outstanding guarantees amount to 34.47 million yuan, which is 49.21% of the latest audited net assets [5].

Core Viewpoint - The company is addressing potential issues of industry competition arising from the asset restructuring involving the North Investment Group and the Traffic Science Group, with measures in place to mitigate conflicts of interest and ensure compliance with regulatory requirements [2][3][19]. Group 1: Industry Competition - The restructuring plan indicates that there will be overlapping business areas between subsidiaries of North Investment Group and Traffic Science Group in fields such as smart engineering, surveying and design, and testing [2][3]. - North Investment Group has committed to rectifying existing contracts and refraining from signing new contracts that would create competition with Traffic Science Group, with a five-year plan to resolve any potential conflicts [2][3][7]. - The company will utilize various methods such as asset restructuring, equity transfer, and business adjustments to address competition issues within five years post-restructuring [2][3][7]. Group 2: Financial Data Disclosure - The company is required to disclose the revenue and gross profit figures for North Investment Group and its subsidiaries in the smart engineering, surveying and design, and testing fields, along with their performance commitments [3][4]. - The revenue and gross profit from the smart engineering sector represent 6.33% and 1.88% of Traffic Science Group's corresponding figures, respectively, while the figures for the surveying and design sector are 28.52% and 23.79% [4][5][6]. - The testing sector's revenue and gross profit account for 7.70% and 7.32% of Traffic Science Group's main business, indicating a relatively low impact from competitive business activities [6][7]. Group 3: Measures to Avoid Competition - Different subsidiaries will adopt various strategies to avoid competition, including commitments to limit new competitive business and the potential for future integration into the listed company [7][13][14]. - The company has outlined a plan for the management and operational oversight of subsidiaries that may pose competitive risks, ensuring that decisions align with the interests of the listed company and its shareholders [19][20]. - The management of these subsidiaries will be transferred to the listed company under a trust agreement, which will last for up to five years or until the competitive issues are resolved [20][21].

Core Viewpoint - The company plans to publicly transfer 90.3085% of its subsidiary Shanghai Qinnian Urban Planning Engineering Design Co., Ltd. through the Ningbo Property Exchange to focus on its main business and enhance core competitiveness [1][2][5]. Transaction Overview - The initial listing price for the shares will not be less than the asset appraisal value, with a minimum price set at RMB 521,600 [2]. - The transaction does not constitute a major asset restructuring as defined by relevant regulations, and does not require approval from authorities [2][5]. Basic Information of the Transaction Target - Shanghai Qinnian was established on January 18, 2006, with a registered capital of RMB 100 million, and operates in various engineering and planning sectors [2]. - The company holds 90,308,500 shares of Shanghai Qinnian, representing 90.3085% of its total equity [2]. Financial Performance of the Target Company - As of the latest audited report, Shanghai Qinnian has total assets of approximately RMB 730.20 million and total liabilities of approximately RMB 746.12 million, resulting in a net asset value of approximately -RMB 15.92 million [3]. - The company reported a revenue of approximately RMB 217.67 million and a net loss of approximately RMB 81.63 million [3]. Valuation and Appraisal - The appraisal report indicates that the total equity value of Shanghai Qinnian is RMB 521,600, reflecting an increase of RMB 16.44 million, with a growth rate of 103.28% [3]. Transaction Process and Authorization - The company’s board has proposed to authorize management to handle all matters related to the public transfer, including adjusting the transfer price and signing agreements with the eventual buyer [4][5]. - The authorization will remain effective until the completion of the transaction [5]. Impact on the Company - The transfer of shares is aimed at concentrating resources on core business areas, thereby improving the company's strategic development and long-term interests [5][6]. - Following the completion of the transaction, Shanghai Qinnian will no longer be included in the company's consolidated financial statements [6]. Independent Director's Opinion - The independent directors support the public transfer of shares, stating it will help the company focus on its main business and optimize its asset structure without harming the interests of shareholders, especially minority shareholders [6].