Summary of Key Points Core Viewpoint - The company, Nanwei Software Co., Ltd., has announced a guarantee for its wholly-owned subsidiary, Zhihui Fengze, for a factoring financing amounting to 110 million RMB, which is within the approved guarantee limit and does not involve any related party guarantees [1][2]. Group 1: Guarantee Details - The guarantee amount is 110 million RMB, and the total guarantee balance provided to the subsidiary is 145 million RMB as of the disclosure date [1][2]. - The guarantee is a joint liability guarantee, and there is no counter-guarantee involved [1][2]. - The company has not experienced any overdue guarantees [1]. Group 2: Approval Process - The company's board of directors approved the guarantee at the tenth meeting of the fifth board on June 10, 2025, allowing the subsidiary to apply for factoring financing up to 110 million RMB [2]. - The authorization period for the guarantee is 12 months from the board's approval date, with the guarantee valid until two years after the main debt is fulfilled [2]. Group 3: Financial Overview - As of March 31, 2025, the company's total assets were approximately 71,975.73 million RMB, with total liabilities of 22,335.86 million RMB [3]. - The company reported a net asset value of 49,639.87 million RMB, with a total loan amount of 14,500 million RMB [3]. - The company's revenue for the year ending December 31, 2024, was 361.5 million RMB, while the net profit for the same period was 28.57 million RMB [3]. Group 4: Necessity and Reasonableness of the Guarantee - The guarantee is deemed necessary for the subsidiary's normal business development and is expected to lower the company's financial costs [4]. - The subsidiary is considered capable of repaying its debts, and the guarantee is not expected to adversely affect the company's operations or shareholder interests [4]. Group 5: Cumulative Guarantee Information - As of the announcement date, the total external guarantees provided by the company and its subsidiaries amounted to 65,610.48 million RMB, representing 27.80% of the company's latest audited net assets [5]. - All guarantees are provided to wholly-owned or controlled subsidiaries, with no guarantees extended to controlling shareholders or related parties [5].

General Provisions - The company aims to protect the legal rights of shareholders, employees, and creditors, and to regulate its organization and behavior according to relevant laws and regulations [1][3] - Beijing Transtrue Technology Inc. was established as a joint-stock company and registered with the Beijing Administration for Industry and Commerce [1][2] - The company was approved by the China Securities Regulatory Commission to issue 20 million shares of common stock to the public on June 9, 2015, and these shares were listed on the Shenzhen Stock Exchange on June 29, 2015 [1][3] Company Structure - The registered capital of the company is RMB 209.7641 million [2] - The company is a permanent joint-stock company, and its legal representative is the chairman of the board [2][3] - The legal representative's civil activities conducted on behalf of the company will have legal consequences for the company [2][3] Business Objectives and Scope - The company's business objective is to maximize returns for all shareholders and support national economic development [4] - The business scope includes technology services, software development, artificial intelligence application software development, and import-export activities [4] Shares - The company's shares are issued in the form of stocks, with each share having a par value of RMB 1 [5][6] - The total number of shares issued by the company is 209.7641 million, all of which are common shares [5][6] - The company may increase its capital through various methods, including issuing shares to unspecified or specific objects, distributing bonus shares, or converting reserves into capital [6][7] Shareholder Rights and Responsibilities - Shareholders have the right to receive dividends, request meetings, supervise the company's operations, and transfer their shares [11][12] - Shareholders must comply with laws and regulations, pay for their subscribed shares, and not abuse their rights to harm the company or other shareholders [40][41] Shareholder Meetings - The company holds annual and temporary shareholder meetings, with the annual meeting occurring within six months after the end of the previous fiscal year [20][21] - Shareholder meetings can be conducted in person or via electronic communication, and the company must provide necessary facilities for shareholders to participate [21][23] - The board of directors is responsible for convening shareholder meetings and must ensure that the meetings are conducted in accordance with legal and regulatory requirements [52][53]

Summary of Key Points Core Viewpoint - The company plans to provide a guarantee for its wholly-owned subsidiary, Wisdom City (Quanzhou Fengze) Operation Management Co., Ltd., to secure a factoring financing limit of up to RMB 110 million from Quanzhou Fengze Commercial Factoring Co., Ltd. This is aimed at supporting the subsidiary's operational needs and ensuring financial stability [1][5]. Group 1: Guarantee Details - The total guarantee amount for the subsidiary is set at RMB 110 million, with an existing guarantee balance of RMB 145 million already provided by the company [1][5]. - The guarantee will be a joint liability guarantee, with no counter-guarantee in place [1][5]. - The financing limit is valid for a period of 2 years, and the actual amount will depend on the subsidiary's operational funding needs and the approval from the factoring institution [2][3]. Group 2: Internal Decision-Making Process - The total guarantee amount represents 4.66% of the company's audited net assets for the year 2024 [2][5]. - The board of directors approved the guarantee proposal unanimously on June 10, 2025, and it does not require shareholder meeting approval [2][5]. Group 3: Financial Position - As of March 31, 2025, the company's total assets were RMB 71,975.73 million, with total liabilities of RMB 22,335.86 million, including loans totaling RMB 14,500 million [4]. - The company's net assets stood at RMB 49,639.87 million, indicating a stable financial position [4]. Group 4: Necessity and Reasonableness of the Guarantee - The guarantee is deemed necessary to support the normal business development of the subsidiary, which is fully owned by the company, thereby reducing financial costs and ensuring sustainable business growth [5]. - The board believes that the subsidiary has the capacity to repay its debts, and the guarantee will not adversely affect the company's operations or shareholder interests [5]. Group 5: Cumulative External Guarantees - As of the announcement date, the total external guarantees provided by the company and its subsidiaries amounted to RMB 54,610.48 million, which is 23.14% of the company's most recent audited net assets [5]. - There are no overdue guarantees reported by the company or its subsidiaries [5].