Seres Group Co., Ltd. 2025 Internal Control Evaluation Report

Company Code: 601127 Company Short Name: Seres

All Shareholders of Seres Group Co., Ltd.:

Pursuant to the provisions of the Basic Norms for Enterprise Internal Control and its supporting guidelines, and other internal control regulatory requirements (hereinafter referred to as the enterprise internal control norms system), combined with our Company’s (hereinafter referred to as the “Company”) internal control system and evaluation measures, based on daily internal control supervision and special supervision, we have assessed the effectiveness of the Company’s internal control as of December 31, 2025 (benchmark date for the internal control evaluation report).

I. Important Statement

In accordance with the provisions of the enterprise internal control norms system, establishing, improving, and ensuring the effective implementation of internal control, evaluating its effectiveness, and truthfully disclosing the internal control evaluation report are the responsibilities of the Company’s Board of Directors. The Audit Committee supervises the establishment and implementation of the Company’s internal control. The management is responsible for organizing and leading the daily operation of internal control in the enterprise. The Board of Directors and directors and senior management of the Company ensure that the contents of this report contain no false records, misleading statements, or material omissions, and assume individual and joint legal liability for the truthfulness, accuracy, and completeness of the report.

The objectives of the Company’s internal control are to reasonably ensure that business and management activities comply with laws and regulations, that assets are safe, and that financial reporting and related information are true and complete; to improve business efficiency and effectiveness; and to promote the realization of development strategy. Due to inherent limitations of internal control, it can only provide reasonable assurance for achieving the above objectives. In addition, changes in circumstances may cause internal control to become inappropriate, or the level of compliance with control policies and procedures may decrease. Therefore, there is some risk in inferring the effectiveness of future internal control based on the results of the internal control evaluation.

II. Internal Control Evaluation Conclusion

  1. Whether, as of the benchmark date for the internal control evaluation report, there are any material deficiencies in internal control over financial reporting

□ Yes √ No

  1. Conclusion on internal control over financial reporting

√ Effective □ Not effective

Based on the criteria for identifying material deficiencies in the Company’s internal control over financial reporting, as of the benchmark date for the internal control evaluation report, there are no material deficiencies in the Company’s internal control over financial reporting. The Board of Directors considers that the Company has, in accordance with the requirements of the enterprise internal control norms system and relevant provisions, maintained effective internal control over financial reporting in all material respects.

  1. Whether any material deficiencies in internal control over matters other than financial reporting have been identified

□ Yes √ No

Based on the criteria for identifying material deficiencies in internal control over matters other than financial reporting of the Company, as of the benchmark date for the internal control evaluation report, the Company has not identified any material deficiencies in internal control over matters other than financial reporting.

  1. Factors affecting the evaluation conclusion on the effectiveness of internal control between the benchmark date of the internal control evaluation report and the date when the internal control evaluation report is issued

□ Applicable √ Not applicable

No factors affecting the evaluation conclusion on the effectiveness of internal control occurred between the benchmark date of the internal control evaluation report and the date when the internal control evaluation report is issued.

  1. Whether the internal control audit opinion is consistent with the Company’s evaluation conclusion on the effectiveness of internal control over financial reporting

√ Yes □ No

  1. Whether the disclosure in the internal control audit report regarding material deficiencies in internal control over matters other than financial reporting is consistent with the disclosure in the Company’s internal control evaluation report

√ Yes □ No

III. Internal Control Evaluation Work

(1). Scope of internal control evaluation

The Company determines the key units, businesses and matters, and high-risk areas included in the evaluation scope based on a risk-oriented approach.

  1. The main units included in the evaluation scope include: business units engaged in R&D, procurement, manufacturing and sales of complete automobiles, automobile powertrain assemblies, and automobile parts.

  2. Proportion of units included in the evaluation scope:

  3. The main businesses and matters included in the evaluation scope include:

A total of 18 categories of the Company’s major businesses and matters, including corporate governance, organizational structure, development strategy, human resources management, financial reporting, funds management, R&D management, engineering management, procurement management, asset management, sales management, production and assembly, quality management, inventory management, contract management, comprehensive budget management, investment management, and information system management, etc.

  1. The key high-risk areas to be given focus mainly include:

Asset management, R&D management, procurement management, sales management, contract management, etc.

  1. Whether there are any major omissions in the units, businesses and matters as well as the high-risk areas included in the above evaluation scope, which cover the Company’s principal aspects of business and management

□ Yes √ No

  1. Whether there are any statutory exemptions

□ Yes √ No

  1. Other explanatory matters

None

(2). Basis for internal control evaluation work and standards for identifying internal control deficiencies

Based on the enterprise internal control norms system and the Company’s internal control management system and internal control self-evaluation management measures, the Company organizes and carries out internal control evaluation work.

  1. Whether the specific standards for identifying internal control deficiencies have been adjusted compared with previous years

□ Yes √ No

The Company’s Board of Directors, pursuant to the enterprise internal control norms system, regarding the requirements for identifying major deficiencies, important deficiencies, and general deficiencies, and considering factors such as the Company’s size, industry characteristics, risk appetite, and risk tolerance, has researched and determined the specific standards for identifying internal control deficiencies applicable to the Company, and these remain consistent with previous years.

  1. Standards for identifying deficiencies in internal control over financial reporting

The quantitative standards for evaluating deficiencies in the Company’s internal control over financial reporting are as follows:

Explanation:

The above indicators shall be based on the corresponding indicators in the Company’s annual consolidated financial statements. Based on the importance of the severity of misstatements in financial reporting that internal control deficiencies may cause, deficiencies in internal control over financial reporting are classified into major deficiencies, important deficiencies, and general deficiencies. Major deficiency: A single internal control deficiency alone or together with other deficiencies has a reasonable possibility of leading to failure to timely prevent, detect, or correct a major misstatement in the financial reporting. Important deficiency: A single internal control deficiency alone or together with other deficiencies has a reasonable possibility of leading to failure to timely prevent, detect, or correct a misstatement that has not reached or exceeded the importance level of a major deficiency, but which should still draw the attention of the Board of Directors and management. General deficiency: An internal control deficiency that does not constitute a major deficiency or an important deficiency.

The qualitative standards for evaluating deficiencies in the Company’s internal control over financial reporting are as follows:

Explanation:

None

  1. Standards for identifying deficiencies in internal control over matters other than financial reporting

The quantitative standards for evaluating deficiencies in the Company’s internal control over matters other than financial reporting are as follows:

Explanation:

None

The qualitative standards for evaluating deficiencies in the Company’s internal control over matters other than financial reporting are as follows:

Explanation:

None

(3). Identification of internal control deficiencies and rectification status

  1. Identification of deficiencies in internal control over financial reporting and rectification status

1.1. Major deficiencies

Whether there are any major deficiencies in the Company’s internal control over financial reporting during the reporting period

□ Yes √ No

1.2. Important deficiencies

Whether there are any important deficiencies in the Company’s internal control over financial reporting during the reporting period

□ Yes √ No

1.3. General deficiencies

Based on the above standards for identifying deficiencies in internal control over financial reporting, during the reporting period, some of the Company’s individual control processes had general deficiencies at the implementation level. The risk matters caused by general deficiencies are within a controllable scope. The Company has timely issued notices for rectification of general control deficiencies, requiring the formulation of rectification plans, ensuring that rectification is implemented within a specified time limit, and conducting review and verification of the rectification results. The review and verification results show that the Company has taken sufficient and effective control measures to address the existing general control deficiencies.

1.4. After the above rectification, as of the benchmark date for the internal control evaluation report, whether there are any unrectified major deficiencies in the Company’s internal control over financial reporting

□ Yes √ No

1.5. After the above rectification, as of the benchmark date for the internal control evaluation report, whether there are any unrectified important deficiencies in the Company’s internal control over financial reporting

□ Yes √ No

  1. Identification of deficiencies in internal control over matters other than financial reporting and rectification status

2.1. Major deficiencies

Whether any major deficiencies in internal control over matters other than financial reporting were identified during the reporting period

□ Yes √ No

2.2. Important deficiencies

Whether any important deficiencies in internal control over matters other than financial reporting were identified during the reporting period

□ Yes √ No

2.3. General deficiencies

Based on the above standards for identifying deficiencies in internal control over matters other than financial reporting, during the reporting period, some of the Company’s individual control processes had general deficiencies at both the design level and the implementation level. The risks caused by general deficiencies are within a controllable scope. The Company has timely issued notices for rectification of general control deficiencies, requiring the formulation of rectification plans, ensuring that rectification is implemented within a specified time limit, and conducting review and verification of the rectification results. The review and verification results show that the Company has taken sufficient and effective control measures to address the existing general control deficiencies.

2.4. After the above rectification, as of the benchmark date for the internal control evaluation report, whether any major deficiencies in internal control over matters other than financial reporting that were not yet rectified were identified by the Company

□ Yes √ No

2.5. After the above rectification, as of the benchmark date for the internal control evaluation report, whether any important deficiencies in internal control over matters other than financial reporting that were not yet rectified were identified by the Company

□ Yes √ No

IV. Explanation of Other Material Matters Related to Internal Control

  1. Rectification status of internal control deficiencies in the prior year

√ Applicable □ Not applicable

In the prior year, the Company’s internal control system operated effectively and achieved the expected control objectives. The Company had no major deficiencies or important deficiencies in internal control over financial reporting, and had no major deficiencies or important deficiencies in internal control over matters other than financial reporting.

For the general internal control deficiencies existing in the prior year, the Company has timely issued notices for rectification of general control deficiencies, requiring the formulation of rectification plans and ensuring rectification is implemented within a specified time limit. The review and verification results of the rectification of the general internal control deficiencies in the prior year show that the Company has already taken sufficient and effective control measures to address the general control deficiencies existing in the prior year, and has completed all rectification work.

  1. Internal control operations during the current year and the improvement direction for the next year

√ Applicable □ Not applicable

In 2025, the Company strictly complied with the relevant provisions of the Basic Norms for Enterprise Internal Control and its supporting guidelines. The Company established a sound corporate governance structure. With clearly defined rights and responsibilities, each of the Company’s shareholders’ meeting, Board of Directors, Audit Committee, and management performs its duties independently, checks and balances, and coordinates operations. Each business unit and functional department of the Company has clear functions, clear rights and responsibilities, and performs duties according to its responsibilities. Strengthening internal control, managing risks, and promoting compliance were set as the management objectives of the Company’s internal control system. To enhance risk management, strengthen preventive controls, and ensure compliance in business operations, the Company dynamically optimized business processes and management systems, further improved the Company’s internal control system, and enhanced its risk prevention and risk response capabilities. The internal control design for the Company’s core business was reasonable and the implementation was effective, meeting the expected control objectives, effectively preventing various business and management risks, and laying a good foundation for the Company’s sustained and healthy development. The Company engaged Deloitte Huayong Certified Public Accountants (Special General Partnership) to conduct an independent audit of the effectiveness of the Company’s internal control. It issued the Seres Group Co., Ltd. Internal Control Audit Report with an unmodified opinion. The report concluded that as of December 31, 2025, the Company maintained effective internal control over financial reporting in all material respects in accordance with the Basic Norms for Enterprise Internal Control and relevant requirements.

In 2026, based on the relevant provisions of the Basic Norms for Enterprise Internal Control and its supporting guidelines, the Company will comprehensively sort out and dynamically optimize its business processes, management systems, and corresponding internal control management mechanisms, to ensure the soundness of the overall business processes and management systems, the reasonableness of the design of various internal control measures, and the effectiveness of their implementation. Based on the three lines risk management model and the Company’s risk classification framework table, the Company will systematically and continuously optimize the comprehensive risk management system, effectively prevent all kinds of business and management risks, and further improve the dynamic closed-loop governance control mechanism of “supervision-feedback-improvement.” The Company will comprehensively integrate and optimize the control measures for internal control, risk, and compliance management to build an integrated and highly efficient corporate supervision system. The Company will increase the intensity of supervision and inspection of the Company’s internal control management condition, and promote continuous optimization of the Company’s internal control system.

  1. Explanation of other material matters

□ Applicable √ Not applicable

Chairman (authorized by the Board of Directors): Zhang Zhengping

Seres Group Co., Ltd.

March 31, 2026

Securities Code: 601127 Securities Short Name: Seres Announcement No.: 2026-009

Seres Group Co., Ltd.

Announcement of Resolutions of the 30th Meeting of the Fifth Session of the Board of Directors

Our Board of Directors and all directors of the Company hereby guarantee that this announcement contains no false record, misleading statement, or material omission, and assume legal responsibility for the truthfulness, accuracy, and completeness of the contents.

I. Convening of the Board Meeting

Seres Group Co., Ltd. (hereinafter referred to as the “Company”) issued a notice for the 30th Meeting of the Fifth Session of the Board of Directors on March 16, 2026, and held the meeting on March 30, 2026 by a combination of on-site and communication voting. The meeting was convened by the Chairman. 13 directors were required to attend; 13 directors actually attended the meeting. The convening, convening procedures, and voting procedures of this meeting complied with the relevant provisions of the Company Law of the People’s Republic of China (hereinafter referred to as the “Company Law”), as well as relevant laws, regulations, normative documents, and the relevant provisions of the Articles of Association of Seres Group Co., Ltd. (hereinafter referred to as the “Articles of Association”). The resolutions adopted by the meeting are lawful and effective.

II. Deliberation and Voting of Board Meeting Items

(I) Approved the “Work Report of the Board of Directors for 2025”

Voting result: 13 votes in favor, 0 votes against, 0 votes abstained.

This proposal is still required to be submitted to the Company’s 2025 annual general meeting of shareholders for consideration.

(II) Approved the “Work Report of the President for 2025”

Voting result: 13 votes in favor, 0 votes against, 0 votes abstained.

(III) Approved the “2025 Annual Report and Performance Announcement”

For details, please refer to the “2025 Annual Report” and its summary disclosed by the Company on the Shanghai Stock Exchange website (www.sse.com.cn) on the same day, as well as the H-share “2025 Annual Report” and the “2025 Annual Performance Announcement” disclosed on the website of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) .

Voting result: 13 votes in favor, 0 votes against, 0 votes abstained.

This proposal has been deliberated and approved in advance by the Audit Committee of the Board of Directors.

(IV) Approved the “2025 Annual Financial Finalization Report”

Voting result: 13 votes in favor, 0 votes against, 0 votes abstained.

This proposal has been deliberated and approved in advance by the Audit Committee of the Board of Directors.

(V) Approved the “Proposal on the 2025 Annual Profit Distribution Plan”

For details, please refer to the “Announcement on the 2025 Annual Profit Distribution Plan” disclosed by the Company on the same day on the Shanghai Stock Exchange website (www.sse.com.cn).

Voting result: 13 votes in favor, 0 votes against, 0 votes abstained.

This proposal is still required to be submitted to the Company’s 2025 annual general meeting of shareholders for consideration.

(VI) Approved the “2025 Internal Control Evaluation Report”

For details, please refer to the “2025 Internal Control Evaluation Report” disclosed by the Company on the same day on the Shanghai Stock Exchange website (www.sse.com.cn).

Voting result: 13 votes in favor, 0 votes against, 0 votes abstained.

This proposal has been deliberated and approved in advance by the Audit Committee of the Board of Directors.

(VII) Approved the “Special Report on the Deposit, Management, and Actual Use of Proceeds Raised for 2025”

For details, please refer to the “Special Report on the Deposit, Management, and Actual Use of Proceeds Raised for 2025” disclosed by the Company on the same day on the Shanghai Stock Exchange website (www.sse.com.cn).

Voting result: 13 votes in favor, 0 votes against, 0 votes abstained.

(VIII) Approved the “2025 Environmental, Social and Governance (ESG) Report”

For details, please refer to the “2025 Environmental, Social and Governance (ESG) Report” disclosed by the Company on the same day on the Shanghai Stock Exchange website (www.sse.com.cn).

Voting result: 13 votes in favor, 0 votes against, 0 votes abstained.

This proposal has been deliberated and approved in advance by the Environmental, Social and Governance (ESG) Committee of the Board of Directors.

(IX) Approved the “Report of the Audit Committee of the Board of Directors on the Fulfillment of Its Supervisory Duties for the Accounting Firm in 2025”

For details, please refer to the “Report of the Audit Committee of the Board of Directors on the Fulfillment of Its Supervisory Duties for the Accounting Firm in 2025” disclosed by the Company on the same day on the Shanghai Stock Exchange website (www.sse.com.cn).

Voting result: 13 votes in favor, 0 votes against, 0 votes abstained.

This proposal has been deliberated and approved in advance by the Audit Committee of the Board of Directors.

(X) Approved the “2025 Assessment Report on the Fulfillment of Duties by the Accounting Firm”

For details, please refer to the “2025 Assessment Report on the Fulfillment of Duties by the Accounting Firm” disclosed by the Company on the same day on the Shanghai Stock Exchange website (www.sse.com.cn).

Voting result: 13 votes in favor, 0 votes against, 0 votes abstained.

This proposal has been deliberated and approved in advance by the Audit Committee of the Board of Directors.

(XI) Approved the “Proposal on Reappointing the Accounting Firm”

For details, please refer to the “Announcement on Reappointing the Accounting Firm” disclosed by the Company on the same day on the Shanghai Stock Exchange website (www.sse.com.cn).

Voting result: 13 votes in favor, 0 votes against, 0 votes abstained.

This proposal has been deliberated and approved in advance by the Audit Committee of the Board of Directors.

This proposal is still required to be submitted to the Company’s 2025 annual general meeting of shareholders for consideration.

(XII) Approved the “Operating Plan for 2026”

Voting result: 13 votes in favor, 0 votes against, 0 votes abstained.

This proposal has been deliberated and approved in advance by the Strategic Decision-making Committee of the Board of Directors.

(XIII) Approved the “Shareholder Return Plan for the Next Three Years (2026-2028)”

For details, please refer to the “Shareholder Return Plan for the Next Three Years (2026-2028)” disclosed by the Company on the same day on the Shanghai Stock Exchange website (www.sse.com.cn).

Voting result: 13 votes in favor, 0 votes against, 0 votes abstained.

This proposal is still required to be submitted to the Company’s 2025 annual general meeting of shareholders for consideration.

(XIV) Approved the “2026 Action Plan for ‘Improving Quality, Enhancing Efficiency and Increasing Returns’”

For details, please refer to the “2026 Action Plan for ‘Improving Quality, Enhancing Efficiency and Increasing Returns’” disclosed by the Company on the same day on the Shanghai Stock Exchange website (www.sse.com.cn).

Voting result: 13 votes in favor, 0 votes against, 0 votes abstained.

(XV) Approved the “Proposal on the Compensation for the Company’s Non-Independent Directors for 2026”

Pursuant to relevant laws and regulations such as the Company Law and the Code of Governance for Listed Companies, referring to compensation levels in the industry and region, and considering the Company’s actual circumstances such as its business scale, the Company’s compensation policy for its non-independent directors for 2026 is as follows: non-independent directors employed with the Company will not receive compensation in their capacity as directors. Their total compensation for 2026 is comprised of basic compensation, performance-based compensation, and mid- to long-term incentive income, and will be determined based on their actual positions in the Company, their 2026 performance evaluation, and incentive circumstances. The proportion of performance-based compensation shall, in principle, not be less than 50% of the total of basic compensation and performance-based compensation. Non-independent directors not employed with the Company will not receive compensation from the Company.

Voting result: 5 votes in favor, 0 votes against, 0 votes abstained, 8 recused. Among them, non-independent directors Zhang Zhengping, Yin Xianzhi, Shen Wei, Zhang Kebang, Zhang Zhengyuan, Yang Yanding, Li Wei, and Zhou Changling recused from voting.

This proposal has been deliberated and approved in advance by the Remuneration and Appraisal Committee of the Board of Directors.

This proposal is still required to be submitted to the Company’s 2025 annual general meeting of shareholders for consideration.

(XVI) Approved the “Proposal on the Compensation for the Company’s Senior Management for 2026”

Pursuant to relevant laws and regulations such as the Company Law and the Code of Governance for Listed Companies, referring to compensation levels in the industry and region, and considering the Company’s actual circumstances such as its business scale, the Company’s compensation policy for its senior management personnel for 2026 is as follows: the total compensation for the Company’s senior management personnel for 2026 is comprised of basic compensation, performance-based compensation, and mid- to long-term incentive income, and will be determined based on their actual positions in the Company, their 2026 performance evaluation, and incentive circumstances. The proportion of performance-based compensation shall, in principle, not be less than 50% of the total of basic compensation and performance-based compensation.

Voting result: 10 votes in favor, 0 votes against, 0 votes abstained, 3 recused. Among them, directors who concurrently serve as senior management, Zhang Zhengping, Yin Xianzhi, and Shen Wei, recused from voting.

This proposal has been deliberated and approved in advance by the Remuneration and Appraisal Committee of the Board of Directors.

(XVII) Approved the “Proposal on the Estimated Guarantee Limit for 2026”

For details, please refer to the “Announcement on the Estimated Guarantee Limit for 2026” disclosed by the Company on the same day on the Shanghai Stock Exchange website (www.sse.com.cn).

Voting result: 13 votes in favor, 0 votes against, 0 votes abstained.

This proposal is still required to be submitted to the Company’s 2025 annual general meeting of shareholders for consideration.

(XVIII) Approved the “Proposal on Accruing Credit Impairment Losses and Asset Impairment Losses”

For details, please refer to the “Announcement on Accruing Credit Impairment Losses and Asset Impairment Losses” disclosed by the Company on the same day on the Shanghai Stock Exchange website (www.sse.com.cn).

Voting result: 13 votes in favor, 0 votes against, 0 votes abstained.

This proposal has been deliberated and approved in advance by the Audit Committee of the Board of Directors.

(XIX) Approved the “Proposal on the Ongoing Risk Assessment Report Regarding Financial Business Conducted with Dongfeng Automobile Finance Co., Ltd.”

For details, please refer to the “Risk Ongoing Assessment Report Regarding Financial Business Conducted with Dongfeng Automobile Finance Co., Ltd.” disclosed by the Company on the same day on the Shanghai Stock Exchange website (www.sse.com.cn).

Voting result: 10 votes in favor, 0 votes against, 0 votes abstained, 3 recused. Among them, related directors Yang Yanding, Li Wei, and Zhou Changling recused from voting.

(XX) Approved the “Proposal to Request the General Meeting of Shareholders to Grant the Board of Directors General Authorization to Issue Shares”

To maintain flexibility and grant the Board of Directors discretion, the Board of Directors proposes that the general meeting of shareholders grant to the Board of Directors, on a general and unconditional basis, the power to decide on, issue, allot, and deal with the Company’s new shares to be added, provided that it complies with applicable laws and regulations. The number of shares involved shall not exceed 20% of the Company’s total issued shares (excluding treasury shares, if any) (hereinafter referred to as the “General Authorization”).

According to the current relevant laws and regulations in mainland China, if A shares or similar rights are to be issued, even if the Board of Directors has obtained general authorization, the shareholders’ meeting must still approve, again, the specific matters of each issuance of A shares or similar rights.

The term of the above General Authorization shall be from the date when this proposal is approved by a special resolution at the annual general meeting of shareholders to the earliest of the following two dates:

(I) the end of the next annual general meeting of shareholders of the Company; or

(II) the date on which the shareholders’ meeting passes a special resolution to revoke or amend the authorization stated in this proposal.

If, during the term of authorization, the Board of Directors or the persons authorized have signed necessary documents, handled necessary procedures, or taken relevant actions, and such documents, procedures, or actions may require implementation, undertaking, or continuation until completion at or after the end of the above term of authorization, then the term of authorization shall be correspondingly extended.

Voting result: 13 votes in favor, 0 votes against, 0 votes abstained.

This proposal is still required to be submitted to the Company’s 2025 annual general meeting of shareholders for consideration.

(XXI) Approved the “Proposal to Request the General Meeting of Shareholders to Grant the Board of Directors General Authorization to Repurchase Shares”

To meet the Company’s operational needs, in accordance with the Company Law, the Securities Law of the People’s Republic of China, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, and other relevant provisions, and considering the Company’s current operating conditions, financial position, and future development prospects, the Board of Directors proposes that the general meeting of shareholders grant the Board of Directors the authority to decide on and handle matters relating to the repurchase of H shares by the Company.

The term of the above General Authorization shall be from the date when this proposal is approved by a special resolution at the annual general meeting of shareholders to the earliest of the following two dates:

(I) the end of the 2026 annual general meeting of shareholders of the Company; or

(II) the date on which the shareholders’ meeting passes a special resolution to revoke or amend the authorization stated in this proposal.

If, during the term of authorization, the Board of Directors or the persons authorized have signed necessary documents, handled necessary procedures, or taken relevant actions, and such documents, procedures, or actions may require implementation, undertaking, or continuation until completion at or after the end of the above term of authorization, then the term of authorization shall be correspondingly extended.

Voting result: 13 votes in favor, 0 votes against, 0 votes abstained.

This proposal is still required to be submitted to the Company’s 2025 annual general meeting of shareholders for consideration.

(XXII) Approved the “Proposal on the Pre-Plan for Repurchasing Shares by Means of Centralized Competitive Trading”

For details, please refer to the “Announcement on the Pre-Plan for Repurchasing Shares by Means of Centralized Competitive Trading” disclosed by the Company on the same day on the Shanghai Stock Exchange website (www.sse.com.cn).

Voting result: 13 votes in favor, 0 votes against, 0 votes abstained.

This proposal is still required to be submitted to the Company’s 2025 annual general meeting of shareholders for consideration.

(XXIII) Approved the “Proposal on Using Self-Owned Idle Funds for Cash Management”

For details, please refer to the “Announcement on Using Self-Owned Idle Funds for Cash Management” disclosed by the Company on the same day on the Shanghai Stock Exchange website (www.sse.com.cn)

Voting result: 13 votes in favor, 0 votes against, 0 votes abstained.

(XXIV) Approved the “Proposal on Carrying Out Foreign Exchange Hedging Business”

For details, please refer to the “Announcement on Carrying Out Foreign Exchange Hedging Business” disclosed by the Company on the same day on the Shanghai Stock Exchange website (www.sse.com.cn)

Voting result: 13 votes in favor, 0 votes against, 0 votes abstained.

This proposal has been deliberated and approved in advance by the Audit Committee of the Board of Directors.

(XXV) Approved the “Proposal on Amending ”

For details, please refer to the “Announcement on Amending ” disclosed by the Company on the same day on the Shanghai Stock Exchange website (www.sse.com.cn)

Voting result: 13 votes in favor, 0 votes against, 0 votes abstained.

This proposal is still required to be submitted to the Company’s 2025 annual general meeting of shareholders for consideration.

(XXVI) Approved the “Proposal on Amending ”

For details, please refer to the “Announcement on Amending ” disclosed by the Company on the same day on the Shanghai Stock Exchange website (www.sse.com.cn)

Voting result: 13 votes in favor, 0 votes against, 0 votes abstained.

This proposal is still required to be submitted to the Company’s 2025 annual general meeting of shareholders for consideration.

(XXVII) Approved the “Proposal on Amending ”

For details, please refer to the “Announcement on Amending ” disclosed by the Company on the same day on the Shanghai Stock Exchange website (www.sse.com.cn)

Voting result: 13 votes in favor, 0 votes against, 0 votes abstained.

This proposal is still required to be submitted to the Company’s 2025 annual general meeting of shareholders for consideration.

(XXVIII) Approved the “Proposal on Electing Non-Independent Directors”

Given that the term of office of the Company’s Fifth Session of the Board of Directors is approaching expiration, pursuant to relevant provisions of the Company Law, the Code of Governance for Listed Companies, the Shanghai Stock Exchange’s Guidelines for Self-Regulation of Listed Companies No. 1—Standardized Operation, and the Articles of Association, the Board of Directors intends to carry out the election for the reappointment of directors.

Upon careful review and verification by the Board of Directors’ Nomination Committee, the Board of Directors proposes to nominate Mr. Zhang Xinghai, Mr. Yin Xianzhi, and Mr. Kang Bo as candidates for executive directors of the Sixth Session of the Board of Directors (biographies attached). Among them, Mr. Yin Xianzhi is a director representing the Company to conduct company affairs; the Board of Directors also proposes to nominate Mr. Zhang Kebang, Mr. Yang Yanding, Mr. Li Wei, and Ms. Zhou Changling as candidates for non-executive directors of the Sixth Session of the Board of Directors (biographies attached). Their term shall commence from the date of approval by the shareholders’ meeting election, and the term is 3 years.

The directors elected by the shareholders’ meeting shall, together with the employee representative directors, form the Sixth Session of the Board of Directors. The employee representative directors are executive directors of the Company.

Voting result: 13 votes in favor, 0 votes against, 0 votes abstained.

This proposal has been deliberated and approved in advance by the Board of Directors’ Nomination Committee.

This proposal is still required to be submitted to the Company’s 2025 annual general meeting of shareholders for consideration.

(XXIX) Approved the “Proposal on Electing Independent Directors”

Given that the term of office of the Company’s Fifth Session of the Board of Directors is approaching expiration, pursuant to relevant provisions of the Company Law, the Code of Governance for Listed Companies, the Shanghai Stock Exchange’s Guidelines for Self-Regulation of Listed Companies No. 1—Standardized Operation, and the Articles of Association, the Board of Directors intends to carry out the election for the reappointment of directors.

Upon careful review and verification by the Board of Directors’ Nomination Committee, the Board of Directors proposes to nominate Mr. Li Kaiguo, Mr. Zhang Guolin, Mr. Liming, Mr. Jing Xufeng, and Mr. Wei Mingde as candidates for independent directors of the Sixth Session of the Board of Directors (biographies attached). The annual allowance for independent directors is RMB 200,000 per person. Their term shall commence from the date of approval by the shareholders’ meeting election, and the term is 3 years.

Voting result: 13 votes in favor, 0 votes against, 0 votes abstained.

This proposal has been deliberated and approved in advance by the Board of Directors’ Nomination Committee and an examination opinion has been issued.

This proposal is still required to be submitted to the Company’s 2025 annual general meeting of shareholders for consideration.

(XXX) Approved the “Proposal on Convening the Company’s 2025 Annual General Meeting of Shareholders”

For details, please refer to the “Notice on Convening the Company’s 2025 Annual General Meeting of Shareholders” disclosed by the Company on the same day on the Shanghai Stock Exchange website (www.sse.com.cn).

Voting result: 13 votes in favor, 0 votes against, 0 votes abstained.

At this meeting, the “Work Report of the Audit Committee of the Board of Directors for 2025” and the “Work Report of Independent Directors for 2025” were heard.

Notice is hereby given.

Board of Directors of Seres Group Co., Ltd.

March 31, 2026

Attachment: Biographies

Mr. Zhang Xinghai, born August 1963, Chinese nationality, holds a Master’s degree in Business Administration, a Standing Member of the 14th National Committee of the Chinese People’s Political Consultative Conference, a representative of the 13th National People’s Congress, Vice Chairman of the All-China Federation of Industry and Commerce, Chairman of the Chongqing Federation of Industry and Commerce (President of the General Chamber of Commerce), founder of the Company; an outstanding builder of the cause of socialism with Chinese characteristics among figures from the non-public sector of the national economy, an advanced individual for contribution to the comprehensive building of a moderately prosperous society, a recipient of the China Light Charity Award, an advanced individual in national earthquake and disaster relief, a recipient of the “Promoting Chongqing to Shine” Contribution Award, a recipient of the Chongqing Labor Innovation Award, a “Chongqing Outstanding Talent,” an “Excellent Entrepreneur in Chongqing,” and one of the top ten charitable figures in Chongqing (first session).

Mr. Yin Xianzhi, born January 1968, Chinese nationality, holds a graduate degree from the Municipal Party School. He previously served as deputy mayor and mayor of Shapingba District’s Zengjiatan Town, and as mayor of the Chenjiqiao Subdistrict (formerly Chenjiqiao Town), and in other roles. He served as Chairman of Chongqing Fuyuan New Rural Investment and Construction Co., Ltd., served in the Chongqing Shapingba District Public Works Bureau, and served as Chairman of Chongqing Mairui Urban Construction Investment Co., Ltd. He served as Director of the Finance Bureau of Shapingba District of Chongqing, a cadre of the Chongqing West Modern Logistics Park Management Committee, and worked for the Chongqing International Logistics Hub Park Management Committee. He served as a Fourth-level Researcher in the Logistics Office of Shapingba District of Chongqing. He is currently a director and vice president of the Company.

Mr. Kang Bo, born December 1975, Chinese nationality, holds a PhD in Business Administration. He previously worked for Delphi Automotive Public Ltd., BMW AG and its group companies. He is currently a vice president of the Company.

Mr. Zhang Kebang, born August 1974, Chinese nationality, holds a Master’s degree in Business Administration. He previously served as secretary and deputy section head at the Huoji County Branch of the Ganzi Prefecture Branch of the People’s Bank of China, as assistant general manager of Chengdu Tiancheng Electromechanical Supporting Co., Ltd., as customer manager, assistant branch head, manager and deputy branch head at Ping An Bank Co., Ltd., as department general manager of the Chongqing Branch of Guangdong Nanyue Bank Co., Ltd., as supervisor and vice president of Chongqing Hengnuosaixin Investment Co., Ltd., as general manager of Chongqing Longhe Technology Co., Ltd., as deputy general manager of Runfa Financial Leasing Co., Ltd., and as director and general manager of Qianhai Huiyitong Fund Management (Shenzhen) Co., Ltd. He is currently a director and general manager of Chongqing Xiaokang Holding Co., Ltd. and a director of the Company.

Mr. Yang Yanding, born October 1980, holds a graduate degree, graduated from the University of Nottingham (UK) majoring in manufacturing systems, and is a senior engineer with the title of engineer. He previously served as deputy director of the Technical Center of Dongfeng Motor, and as vice president and president of the R&D General Institute of Dongfeng Motor. He is currently the general manager of the Strategy Planning Department (Brand Management Department) of Dongfeng Motor Group Co., Ltd., director of the R&D General Institute, and a director of Liantu Automobile Technology Co., Ltd., Zhixin Technology Co., Ltd., and CAIC Creative Intelligent Technology Co., Ltd.; chairman of T Engineering AB and chairman of Xiangyang Daan Automobile Testing Center Co., Ltd.; general manager of Dongfeng Motor Group (Wuhan) Investment Co., Ltd. and a director of the Company.

Mr. Li Wei, born January 1965, Chinese nationality, holds a Master’s degree in Engineering and is a senior engineer. He previously served as deputy director and director of the Commodity Planning Division of the Planning Department of Dongfeng Motor Company, as director of the Development Division for the Passenger Vehicle Business and as deputy minister of the Strategy Planning Department and general manager of the Joint Venture Cooperation Management Department, as deputy director of the New Business Advancement Office of the Dongfeng Motor Engineering Research Institute, as deputy general manager of the product development office of Dongfeng Motor Co., Ltd. and deputy general manager of the product development room of the Product Development Department of the commercial vehicle company commodity planning headquarters, and as deputy general manager of the product development room of the product development department of the commercial vehicle company commodity planning headquarters, and as a director of China Freight Union Investment Co., Ltd. He is currently an executive director of Dongfeng Motor (Wuhan) Co., Ltd., and vice general manager of the Strategy Planning and Technology Development Department of Dongfeng Motor Group Co., Ltd. and general manager of the Joint Venture Cooperation Management Department, and a director of the Company.

Mr. Zhou Changling, born October 1968, Chinese nationality, holds a Bachelor’s degree in Engineering in Computer Software and Applications, and is a senior accountant. She previously served at Dongfeng Motor Wheel Co., Ltd., successively as software development application in the technology department and cost price accountant in the finance department. She then successively served at Dongfeng Motor Company, successively as cost accountant in the finance department and integrated accountant and head of the accounting control department and so on. At Dongfeng Motor Co., Ltd., she served as general manager of the integrated accounting division of the finance and accounting headquarters, as deputy minister and minister; she served as deputy minister of the Passenger Vehicle Accounting Division and minister of the passenger vehicle finance and accounting headquarters. She served as minister of the service support procurement department of the procurement headquarters of Dongfeng Nissan passenger vehicle company of Dongfeng Motor Co., Ltd. She later served as deputy general manager of the finance and accounting department, deputy minister of the finance department, and deputy general manager of the audit and compliance department of Dongfeng Motor Group Co., Ltd. She is currently an executive director and general manager of Dongfeng Motor Investment (Wuhan) Co., Ltd. and a director of the Company.

Mr. Li Kaiguo, male, born 1962, Chinese nationality, a senior engineer at researcher level, an expert in China’s mechanical industry science and technology and an expert enjoying special government allowances under the State Council. He previously served as an engineer, deputy director and director in the Components Testing and Research Department of the Chongqing Automotive Research Institute, as general manager of the Automobile Testing Equipment Development Center of the Chongqing Automotive Research Institute, and as deputy director of the Chongqing Automotive Research Institute. He previously served as a director, vice general manager, general manager, and chairman of China Automotive Engineering Research Institute Co., Ltd. He is currently an expert and director of the Science and Technology Committee at China Automotive Engineering Research Institute Co., Ltd. He is an independent director of Wuhu Bertly Automobile Safety Systems Co., Ltd., Zhuzhou CRRC Times Electric Co., Ltd., an external director of Qingling Automobile (Group) Co., Ltd., and a director and independent director of Guangxi Yuchai Machinery Co., Ltd.

Mr. Zhang Guolin, male, born May 1955, Chinese nationality, holds a PhD graduate degree; a professor at national level 2, doctoral supervisor, and an expert enjoying special government allowances under the State Council. He previously served as professor and vice president of Chongqing University, a professor of the Economics Teaching and Research Section in the School of Economics and Research at Southwest University of Political Science and Law, standing executive director of the 7th session of the Chinese Political Science Society, chairman of the first session of the Chongqing Political Science Society, president of Chongqing Vocational University of Mechatronics, independent director of Chongqing Beer Co., Ltd., and non-executive director of Chongqing Iron and Steel Co., Ltd. He is currently an independent director of the Company.

Mr. Liming, male, born 1964, Chinese nationality, is a professor of accounting, a Chinese certified public accountant, holds a master’s degree in accounting, and is a master’s supervisor. He previously served as a teacher and professor at the Accounting School of Chongqing University of Technology, and as an independent non-executive director of Chongqing Port Co., Ltd. and Chongqing Wangbian Electric (Group) Co., Ltd. He served as a director of Chongqing Banghao Seed Industry Co., Ltd., and as a supervisor of Chongqing Zhu Bajie Yichuang Microfinance Co., Ltd. He is currently an independent director of Minsheng Shipping Co., Ltd., Huabong Life Health Co., Ltd., Chongqing Chang’an Minsheng Logistics Co., Ltd., Chongqing Dengkan Stomatological Care Products Co., Ltd., and the Company.

Mr. Jing Xufeng, born June 1970, Chinese nationality, holds an undergraduate degree. He previously worked for Xinhua News Agency’s Jiangsu Branch. He served as an executive director of Liansi Investment Management Co., Ltd. in the Ningbo Meishan Free Trade Port Area. He served as chairman of Tengyue Culture Media (Beijing) Group Co., Ltd. He is an independent director of CITIC Publishing Group Co., Ltd. He served as director and general manager of Tianjin Tengyue Tianxia Culture Technology Co., Ltd. He served as a director of Moer Xingling (Beijing) Network Technology Co., Ltd. He served as a director of 360 Enterprise Security Technology (Beijing) Group Co., Ltd. He served as a director of Qianxin Technology Group Co., Ltd. He served as an executive director of Beijing Jinhui Jintai Investment Group Co., Ltd. He is currently a director of Zhejiang Huazhi Digital Media Co., Ltd., executive director and chairman of Zhishu Technology Group Co., Ltd., and an independent director of the Company.

Mr. Wei Mingde, male, born 1967, Hong Kong, China nationality, holds a master’s graduate degree. He previously served as managing director of UBS; an independent non-executive director of Zhishu Technology Group Co., Ltd.; president of Green Economic Development Co., Ltd.; and served as an external director of China Ocean Shipping (Group) Company. He is currently a member of the 14th National Committee of the Chinese People’s Political Consultative Conference, a member of the Legislative Council of Hong Kong, chairman of Ande Capital Group, chairman of Asia Green Technology Fund, and an external director of China Merchants Group Co., Ltd.; an independent director of CRRC Corporation Limited, Longyuan Power Group Co., Ltd., Shengen Energy Group Co., Ltd., True Partner Capital Holding Limited, and the Company.

Securities Code: 601127 Securities Short Name: Seres Announcement No.: 2026-017

Seres Group Co., Ltd.

Announcement on Accruing Credit Impairment Losses and Asset Impairment Losses

Our Board of Directors and all directors of the Company hereby guarantee that this announcement contains no false record, misleading statement, or material omission, and assume legal responsibility for the truthfulness, accuracy, and completeness of its contents.

Seres Group Co., Ltd. (hereinafter referred to as the “Company”) convened the 30th meeting of the Fifth Session of the Board of Directors on March 30, 2026 and deliberated and approved the “Proposal on Accruing Credit Impairment Losses and Asset Impairment Losses.” The relevant information is hereby announced as follows:

I. Credit impairment losses and asset impairment losses accrued in 2025

To truly reflect the Company’s financial position in 2025 and the value of various assets, in accordance with the Accounting Standards for Enterprises and the Company’s accounting policies, and in line with the principle of prudence, the Company conducted a comprehensive review of relevant assets under the scope of its consolidated financial statements as of December 31, 2025, including accounts receivable, other receivables, long-term receivables, inventories, contract assets, long-term equity investments, fixed assets, construction in progress, intangible assets, goodwill, etc., and conducted comprehensive evaluation and analysis of all types of assets. For assets among them that show signs of impairment, the Company accrued impairment provisions.

The asset items for which credit impairment losses were primarily accrued in 2025 mainly include accounts receivable and other receivables, with a total accrual for credit impairment losses of -453.28 million yuan; the asset items for which asset impairment losses were primarily accrued mainly include inventories, contract assets, long-term equity investments, fixed assets, intangible assets and advance payments, with a total accrual for asset impairment provisions of 157,900.23 million yuan. Explanations for the accrual of impairment losses are as follows:

The Company remeasures expected credit losses on the balance sheet date. The increase or reversal amount of the loss provisions formed is recognized as impairment losses or gains/losses and included in profit or loss for the current period. In 2025, accounts receivable and other receivables were accrued for credit impairment losses of -453.28 million yuan based on credit risks.

On the balance sheet date, inventories are measured at the lower of cost and net realizable value. If the net realizable value of the current period is lower than cost, inventories are allocated inventory price write-down provisions, and inventory price write-down provisions are accrued for each individual inventory item. However, for inventories that are numerous and have lower unit prices, inventory price write-down provisions are accrued by inventory category. If the factors that caused the prior write-down of inventory value have disappeared, the inventory price write-down provisions are reversed within the previously accrued amount. In 2025, the inventory price write-down provisions accrued were 65,482.95 million yuan.

The Company uses the age of contract assets as a credit risk characteristic and adopts a valuation matrix to determine its credit losses, with the age calculated from the date of initial recognition. In 2025, the contract asset impairment loss provision accrued was 349.59 million yuan.

The Company, on each balance sheet date, checks whether long-term equity investments, fixed assets, construction in progress, right-of-use assets, and intangible assets with determined useful lives have any indicators of possible impairment. If such assets show indicators of impairment, the Company estimates their recoverable amounts. For intangible assets with indefinite useful lives and intangible assets that have not yet reached a usable state, regardless of whether there are indicators of impairment, impairment tests are carried out every year. The results of impairment tests show that if an asset’s recoverable amount is lower than its carrying value, the Company accrues impairment provisions based on the difference and includes them in impairment losses. In 2025, asset impairment losses accrued were 87,258.67 million yuan, of which: impairment losses on long-term equity investments were 3,788.87 million yuan, impairment losses on fixed assets were 7,587.35 million yuan, and impairment losses on intangible assets were 75,882.45 million yuan.

In accordance with the relevant provisions of Accounting Standards for Enterprises No. 8—Asset Impairment, and based on the principle of prudence, when impairment indicators arise for advance payments, the Company accrues impairment provisions for advance payments of 4,809.02 million yuan.

II. Impacts on the Company of credit impairment losses and asset impairment losses accrued in 2025

The impairment losses accrued by the Company in 2025 total 157,446.95 million yuan, which will reduce the Company’s net profit attributable to shareholders of the listed company for 2025 by approximately 150,735.03 million yuan.

III. Explanations by the Board of Directors on the accrual of credit impairment losses and asset impairment losses

The impairment losses accrued this time are made based on the principle of prudence. This is conducive to objectively and fairly reflecting the Company’s asset position at the end of the reporting period. It complies with the Accounting Standards for Enterprises, the Shanghai Stock Exchange Listing Company Self-Regulatory Guidance No. 1—Standardized Operation, and other relevant regulations. The Board agrees to the accrual of asset impairment provisions this time.

IV. Relevant decision-making procedures that have been fulfilled

(1). Convening, deliberation, and voting at the Board meeting

On March 30, 2026, the Company convened the 30th meeting of the Fifth Session of the Board of Directors and deliberated and approved the “Proposal on Accruing Credit Impairment Losses and Asset Impairment Losses.” Voting result: 13 votes in favor, 0 votes against, 0 votes abstained. The Board of Directors considers that the accrual of credit impairment losses and asset impairment losses for 2025 complied with and meets the provisions of the Accounting Standards for Enterprises and the Company’s accounting policies, the basis is sufficient, and the approach is based on the principle of prudence, which can fairly reflect the Company’s actual asset position and financial position.

(2). Opinions of the Audit Committee

The Company’s accrual of credit impairment losses and asset impairment losses for 2025 is based on the principle of prudence and complies with the Accounting Standards for Enterprises and the Company’s relevant accounting policies. After the accrual of credit impairment losses and asset impairment losses for 2025, the Company’s asset position and operating results are fairly reflected. The Audit Committee agrees with the Company’s proposal on the accrual of credit impairment losses and asset impairment losses.

Announcement is hereby made accordingly.

Board of Directors of Seres Group Co., Ltd.

March 31, 2026

Securities Code: 601127 Securities Short Name: Seres Announcement No.: 2026-016

Seres Group Co., Ltd.

Announcement on the Estimated Guarantee Limits for 2026

Our Board of Directors and all directors of the Company hereby guarantee that this announcement contains no false record, misleading statement, or material omission, and assume legal responsibility for the truthfulness, accuracy, and completeness of its contents.

Key Points of This Announcement:

● Guaranteed parties and basic information

Unit: RMB ten thousand

● Cumulative guarantee situation

I. Overview of guarantee matters

(1) Basic information of the guarantees

Due to business development needs, Seres Group Co., Ltd. (hereinafter referred to as the “Company”) and its subsidiaries under its control are expected to provide guarantees not exceeding RMB 600,000 ten thousand (or the equivalent in foreign currency, the same shall apply hereinafter) in 2026. The types of guarantees involved include guarantees, mortgages, pledges, liens, and earnest money. The guarantee scope includes, among others, comprehensive credit line limits, loans, letters of guarantee, bankers’ acceptances, finance leases, etc. The forms of guarantee include, but are not limited to, guarantees provided by the Company to its subsidiaries under its control, and guarantees between subsidiaries under its control. There is no case where a company not included in the Company’s consolidated financial statements scope provides guarantees to the Company. The specific terms shall be subject to the guarantee contracts signed by the Company with banks.

It is proposed to request the general meeting of shareholders to approve the authorization for the Company’s management. Within the above-approved guarantee limits, based on the specific financing situation, the management may decide on the guarantee method, guarantee amount and sign relevant documents such as the guarantee agreement. Within the guarantee limits approved by the general meeting of shareholders, the Company will no longer separately convene the Board of Directors or the general meeting of shareholders to deliberate the guarantees that actually occur (unless there are any additional or changes, if any).

(2) Internal decision-making procedures

At the 30th meeting of the Fifth Session of the Board of Directors convened by the Company on March 30, 2026, the “Proposal on the Estimated Guarantee Limits for 2026” was deliberated and approved. This matter still needs to be submitted to the general meeting of shareholders for consideration.

(3) Basic information of the estimated guarantees

(4) Validity period of the above guarantee limits: from May 20, 2026 to May 19, 2027

(5) Adjustment of guarantee limits

This guarantee matter is based on estimates of the current business conditions. Within the annual guarantee plan, the Company’s management is authorized to adjust the guarantee limits internally among the Company’s wholly-owned subsidiaries (including wholly-owned subsidiaries’ wholly-owned subsidiaries under its control, if any) and among the Company’s controlling subsidiaries (including controlling subsidiaries’ wholly-owned subsidiaries under its control and controlling subsidiaries under its control, if any), within the internal guarantee limits that are permitted. However, when adjustments occur, subsidiaries with an asset-liability ratio of 70% or more may only obtain guarantee limits from subsidiaries with an asset-liability ratio of 70% or more that were approved by the general meeting of shareholders.

II. Basic information on the guaranteed parties

(1) Basic information

(2) Whether the guaranteed party is listed as a defaulter/breaching party (if any)

None

III. Main contents of the guarantee agreements

This guarantee matter is an estimate of the amounts expected to occur for future guarantee matters. The parties involved have not yet signed the guarantee agreements at present. The specific terms of the agreements will be negotiated and determined by the Company with banks or other relevant institutions. The actual amounts, types, terms, and other terms and conditions of the guarantees shall be subject to the actual contracts to be signed.

IV. Necessity and reasonableness of the guarantees

For this set of guarantee matters, all matters have been fully considered based on the actual needs of the Company and its subsidiaries for production and operation. It is a decision made by the Company, for the purpose of supporting the development of its subsidiaries, after comprehensive analysis of each subsidiary’s profitability, debt repayment capability, risk and other aspects, through prudent research. It complies with the overall development needs of the Company. For non-wholly-owned subsidiary Seres Automobile Co., Ltd. and its subsidiaries, the other shareholders do not provide guarantees proportionally. The Company has control over production and operation, financial management, and other aspects of the above-mentioned companies, and the guarantee risks are within the Company’s controllable scope. Therefore, the risk is controllable for the Company to provide guarantees to them beyond the equity ratio. It will not harm the interests of the Company and all shareholders, nor will it have an adverse impact on the Company’s normal operations and business development. This set of guarantees complies with relevant provisions including the Company Law of the People’s Republic of China, the Regulatory Guidelines No. 8—Regulatory Requirements for Listed Companies’ Funds Transactions and External Guarantees, and the Articles of Association of Seres Group Co., Ltd.

V. Opinions of the Board of Directors

The 30th meeting of the Fifth Session of the Board of Directors deliberated and approved this guarantee matter. The estimated guarantee limits are intended to meet the operational needs of the Company and its subsidiaries within the scope of the consolidated financial statements, to ensure steady and sound business continuity and development, in line with the Company’s overall interests and development strategy. The guaranteed parties are all subsidiaries within the scope of the consolidated financial statements, and the Co

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