Feile Audio subsidiary plans to invest 76.74 million yuan to increase capital in the intelligent system company, with registered capital to be raised to 100 million yuan.

Shanghai Feilo Acoustics Co., Ltd. (Securities Code: 600651, Securities Abbreviation: Feilo Acoustics) released an announcement on March 28 stating that the Company’s wholly owned subsidiary, Shanghai Institute of Industrial Automation Instruments Co., Ltd. (hereinafter referred to as “ZiYi Institute”), plans to inject additional capital of RMB 76.744186 million using its own funds into its wholly owned subsidiary, Shanghai ZiYi Institute Intelligentized Systems Co., Ltd. (hereinafter referred to as “Intelligentized Systems Co., Ltd.”). After this capital injection is completed, the registered capital of Intelligentized Systems Co., Ltd. will increase from RMB 23.255814 million to RMB 100 million, and it will still be a wholly owned subsidiary of ZiYi Institute.

According to the announcement, this capital injection matter has been deliberated and approved by the Company’s 13th Session of the Board of Directors, 13th Meeting, and does not require submission to the Company’s shareholders’ meeting for consideration. It also does not constitute a related-party transaction or a major asset restructuring. ZiYi Institute and Intelligentized Systems Co., Ltd. will sign the “Capital Increase Agreement” and handle the industrial and commercial change registration procedures.

Operating Conditions of Intelligentized Systems Co., Ltd.

Intelligentized Systems Co., Ltd. was established in February 1989. Its core business covers SCADA engineering design and integration, enterprise informationization management solutions, and intelligent factory planning consultancy, among others. Its service scenarios span areas such as municipal water affairs, environmental protection and disposal, regional energy supply, and the intelligent upgrade of manufacturing industries.

Changes in Equity Structure Before and After the Capital Injection

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Main Contents of the Capital Increase Agreement

Under the agreement, ZiYi Institute will pay the full capital injection amount of RMB 76.744186 million within 15 working days after the capital increase agreement is signed. The accumulated undistributed profits formed before the capital injection will be enjoyed by all shareholders after the capital injection. Related expenses for this capital injection shall be borne by Intelligentized Systems Co., Ltd.

Regarding liability for breach of contract, if ZiYi Institute delays the payment of the subscribed capital, for each day of delay it must pay a penalty equal to one ten-thousandth of the overdue amount; if the contract is terminated due to a breach by Intelligentized Systems Co., Ltd., ZiYi Institute has the right to demand the refund of all contributed capital and receive a penalty equal to one ten-thousandth of the total transaction consideration.

Impact on the Listed Company and Risk Warning

Feilo Acoustics states that this capital injection will strengthen Intelligentized Systems Co., Ltd.’s capital base, enhance its competitiveness in bidding and project tendering, meet the funding needs for the implementation of large-scale projects, and increase the level of recognition from customers and suppliers regarding cooperation. This capital injection will not lead to any change in the Company’s consolidated financial statement reporting scope, nor will it have a significant adverse impact on the Company’s financial condition.

The announcement also notes that this capital injection may face risks such as changes in the market environment and risks related to management and business operations, and future operating earnings are subject to uncertainty. The Company will closely monitor market developments, adjust operating strategies in a timely manner, and strengthen compliance management to address potential risks.

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