ENGINETECH COMPUTER CO., LTD.: Receives Supplementary Material Requirements for Overseas Listing Filing, Focusing on Reasonableness of Capital Reduction & Governance Impacts of Open-End Senior Management Tenures

NewTimeSpace News: Recently, Enginetech Computer obtained supplementary material requirements issued by regulatory authorities in the course of filing for overseas securities offering and listing. Pursuant to the requirements: First, the Company shall explain whether any connected relationships exist between shareholders with shareholdings below 5%. If connected parties are identified, clarify whether their shareholdings should be aggregated; any aggregated stake exceeding 5% shall be subject to penetrating verification applicable to shareholders holding more than 5%. Second, disclose the reasons and reasonableness for capital reduction and confirm completion of all necessary legal procedures; provide definitive conclusions on the lawfulness and compliance of all previous equity changes. Meanwhile, deliver clear conclusions regarding whether share subscription prices for new investors admitted in the latest 12 months are fair and reasonable, and whether any transfer of benefits exists.

Third, specify the composition and employment status of equity incentive participants, verify whether participants are connected with other shareholders, directors, supervisors or senior management of the Company, and confirm whether any persons prohibited by applicable laws and regulations from participating in equity incentives are included. The Company shall also issue definitive conclusions on fairness of subscription prices, terms under incentive agreements, decision-making procedures, regular compliance operations, lawfulness of the incentive plan and existence of benefit transfer.

Fourth, set out full details of special shareholder right arrangements, specific termination clauses and adopted decision-making procedures; confirm unanimous consent among all shareholders, absence of disputes and whether such arrangements constitute material obstacles to the proposed overseas listing.

Fifth, disclose business qualifications obtained by the Company. With reference to theSpecial Administrative Measures (Negative List) for Foreign Investment Access (2024 Edition), clarify whether businesses and scopes of the issuer and its subsidiaries involve sectors restricted or prohibited under the foreign investment negative list, and confirm sustained compliance with foreign investment access policies before and after the proposed listing and full circulation. Elaborate in plain language on business models, scopes and actual operations of the issuer and affiliates. Clarify whether operations involve AI large models; if yes, specify application scenarios, functions, compliance with theInterim Measures for the Administration of Generative Artificial Intelligence Servicesand completion of large model filing. If not involved, verify the authenticity and accuracy of relevant business descriptions in prospectus and other filing documents. Explain compliance and approval procedures for establishing overseas subsidiaries, and tabulate business layout of domestic and overseas subsidiaries, domestic-overseas split of key operational links, together with comparative key operating indicators including revenue and profit.

Sixth, explain the rationale for adopting open-ended tenures for senior management, and concrete impacts arising from inconsistent tenure terms between senior management and directors on corporate governance, standardised operations and voting on material matters. Seventh, confirm whether shares held by shareholders participating in full circulation are encumbered by pledges, freezing orders or other title defects. Eighth, supplement whether convening procedures for the 2nd Extraordinary General Meeting 2026 comply with the PRC Company Law and Articles of Association, whether such irregularities constitute material violations and risks of investigation or penalties. Legal counsel shall provide explicit opinions together with written feedback from municipal-level market supervision authorities at the issuer’s place of registration.

Legal counsel shall complete verification procedures on all above issues and issue definitive legal opinions.