Beijing Ultrapower Software Co.Ltd(300002) : Announcement on the progress of joint investment with professional investment institutions

Securities code: Beijing Ultrapower Software Co.Ltd(300002) securities abbreviation: Beijing Ultrapower Software Co.Ltd(300002) Announcement No.: 2022006 Beijing Ultrapower Software Co.Ltd(300002)

Announcement on the progress of joint investment with professional investment institutions

The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.

1、 Overview of foreign investment

On May 28, 2021, the 47th meeting of the seventh board of directors of Beijing Ultrapower Software Co.Ltd(300002) (hereinafter referred to as “the company”) deliberated and adopted the proposal on joint investment and establishment of partnership with professional institutions, in order to actively explore strategic emerging projects with good growth and development prospects and further promote the realization of the overall strategic objectives of the company, Agree that the company and Qianhai Zhongchuang capital management (Shenzhen) Co., Ltd. (hereinafter referred to as “Zhongchuang capital”) jointly contribute to the establishment of Suzhou Zhongchuang Huizhi venture capital partnership (limited partnership) (hereinafter referred to as “partnership”), and the total subscribed capital of the partnership is 75 million yuan, of which the company contributes 74.25 million yuan, holds 99.00% of its equity share, and is the limited partner of the partnership; Zhongchuang capital contributes 750000 yuan and holds 1.00% of its equity share. It is the general partner of the partnership. For details, see the announcement on joint investment with professional investment institutions (Announcement No.: 2021047) disclosed by the company on cninfo.com on May 28, 2021.

On July 21, 2021, the company received a notice from Zhongchuang capital that each partner of the partnership has completed the paid in capital contribution and paid all of it to the raising account. For details, see the progress announcement on joint investment with professional investment institutions (Announcement No.: 2021063) disclosed by the company on cninfo.com on July 23, 2021.

On July 28, 2021, the partnership has completed the filing procedures of private investment fund in China Securities Investment Fund Industry Association and obtained the Filing Certificate of private investment fund. For details, see the progress announcement on joint investment with professional investment institutions (Announcement No.: 2021065) disclosed by the company on cninfo.com on July 30, 2021.

2、 Progress of foreign investment

On March 18, 2022, the company signed the supplementary agreement to the partnership agreement of Suzhou Zhongchuang Huizhi venture capital partnership (limited partnership) with Zhongchuang capital. The company and Zhongchuang capital jointly subscribed an additional capital contribution of RMB 50 million to the partnership according to the original shareholding ratio, of which the company subscribed an additional capital contribution of RMB 49.5 million with its own funds and Zhongchuang capital subscribed an additional capital contribution of RMB 500000. After this capital increase, the subscribed capital contribution of the company to the partnership is RMB 123.75 million.

According to the Shenzhen Stock Exchange GEM Listing Rules, the articles of association and relevant laws and regulations, this foreign investment does not need to be submitted to the board of directors or the general meeting of shareholders for deliberation and approval. This foreign investment does not constitute a connected transaction, nor does it constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies.

3、 Basic information of professional investment institutions

Enterprise name: Qianhai Zhongchuang capital management (Shenzhen) Co., Ltd

Unified social credit Code: 91440300ma5dbmae6q

Address: Room 201, building a, No. 1, Qianwan 1st Road, Qianhai Shenzhen Hong Kong cooperation zone, Shenzhen (settled in Shenzhen Qianhai business secretary Co., Ltd.)

Date of establishment: April 27, 2016

Legal representative: Li Xiaoming

Registered capital: 10 million yuan

Business scope: general business items are: entrusted asset management (not engaged in trust, financial asset management, securities asset management and other businesses); Entrusted management of equity investment funds (shall not engage in securities investment activities, shall not raise funds in public to carry out investment activities, and shall not engage in the management business of publicly raised funds); Equity investment; Venture capital business; Entrusted to manage the venture capital business of institutions or individuals such as venture capital enterprises; Venture capital consulting business; Provide entrepreneurship management services for start-ups; Participate in the establishment of venture capital enterprises and venture capital management consultants.

Main investment fields: mainly including financial technology, environmental protection, health care, education and other fields.

Shareholders and proportion of capital contribution:

Name of shareholder contribution proportion contribution amount (10000 yuan)

Zhan Lixiong 25% 250

Yu Rong 10% 100

Ao Xiaoqiang 10% 100

Chen Bailin 10% 100

Peng Wencheng 10% 100

Sun Chunzhi 10% 100

Zhang Yisheng 10% 100

Li Xiaoming 5% 50

Controlling shareholder: Zhan Lixiong

Actual controller: Zhan Lixiong

Registration and filing of fund manager: Zhongchuang capital has handled the registration of private fund manager with China Securities Investment Fund Industry Association, and the registration number is p1069871.

Description of affiliated relationship or other interest relationship: there is no affiliated relationship or interest arrangement between maker capital and the company. Except that Mr. Mao Davids, chairman and general manager of the company, invests in Ningbo boyue Yuanshuo investment management partnership (limited partnership) (maker capital holds 227169% and Mr. Mao Davids holds 4.5434%) as a limited partner, maker capital and the controlling shareholder, actual controller, director, supervisor Senior managers have no relationship or interest arrangement and do not hold shares of the company directly or indirectly.

4、 Basic information of the partnership

Name: Suzhou Zhongchuang Huizhi venture capital partnership (limited partnership)

Enterprise type: limited partnership

Registered capital: 75 million yuan

Registered address: room (112) – 81, logistics building, No. 88, modern Avenue, Suzhou Industrial Park, Suzhou area, China (Jiangsu) pilot Free Trade Zone

Executive partner: Qianhai Zhongchuang capital management (Shenzhen) Co., Ltd

Date of establishment: June 4, 2021

Business scope: general items: venture capital (limited to investment in unlisted enterprises) (except for items that must be approved according to law, carry out business activities independently according to law with the business license).

Subscribed capital contribution:

1. Before this capital increase, the subscribed capital contributions of each partner are as follows:

Nature of sequential partner name of partner contribution subscribed capital contribution No. mode amount (10000 yuan) proportion

Partner’s currency

2 general partner Qianhai Zhongchuang capital management (Shenzhen) Co., Ltd. currency 75 1%

Total 7500100%

2. After this capital increase, the subscribed capital contributions of each partner are as follows:

Nature of sequential partner name of partner contribution subscribed capital contribution No. mode amount (10000 yuan) proportion

1 limited partner Beijing Ultrapower Software Co.Ltd(300002) currency 1237599%

2 general partner Qianhai Zhongchuang capital management (Shenzhen) Co., Ltd. currency 125 1%

Total 12500100%

5、 Main terms of the supplementary agreement to the partnership agreement of the partnership enterprise

1. Change clause

(1) Original partnership agreement:

2.5.1 the total target subscribed capital contribution of the partnership is RMB seventy-five million yuan only (¥ 75000000 yuan). The total target subscribed capital contribution at any time point is the sum of the subscribed capital contributions of all partners at that time point, which shall be paid by all partners.

The above content is now changed to:

2.5.1 the total amount of the target subscribed capital of the partnership is RMB 125 million, and the total amount of the target subscribed capital at any time point is the sum of the subscribed capital of all partners at that time point, which shall be paid by all partners.

(2) Original partnership agreement:

2.6.2 all partners agree that the partnership will make a total paid in capital contribution of 75 million yuan and complete it before August 10, 2021.

The above content is now changed to:

2.6.2 all partners agree that the partnership will pay 125 million yuan in full before June 3, 2024.

2. Other terms of the original partnership agreement remain unchanged.

6、 Other instructions

1. The controlling shareholders, actual controllers, shareholders holding more than 5% shares, directors, supervisors and senior managers of the company have not participated in the subscription of partnership shares or served in the partnership.

2. The investment fund established in this cooperation does not involve the operation of specific businesses, mainly equity investment, and will not lead to horizontal competition. The partnership may constitute related party transactions in the process of equity investment. If related party transactions are constituted, the company will perform the corresponding approval procedures or information disclosure obligations in accordance with the requirements of the Shenzhen Stock Exchange GEM Listing Rules and the articles of association.

3. Within the 12 months before the joint investment with professional investment institutions, the company did not have over raised funds, nor did it use the over raised funds to permanently supplement working capital.

4. The company will timely perform the obligation of information disclosure according to the subsequent progress of the partnership and the provisions and requirements of relevant laws and regulations. Please pay attention to the investment risks.

7、 Impact of this foreign investment on Listed Companies

The company’s investment in Suzhou Zhongchuang Huizhi venture capital partnership (limited partnership) can improve the company’s capital utilization rate and enable the company to obtain investment income, without damaging the interests of the company and all shareholders. It will not affect the normal operation of the company’s production and operation activities, and will not have a significant impact on the company’s financial and operating conditions.

8、 Risks of this foreign investment

1. There is a risk of failing to seek a suitable investment target, or the investment target cannot achieve the expected benefits due to the defect of decision-making.

2. The fund has the characteristics of long investment cycle and low liquidity, and may face a long investment return period; The operation of the fund will be affected by many factors such as macro-economy, industry cycle, operation and management of investment targets, trading scheme, etc. if the investment targets and trading scheme cannot be fully and effectively demonstrated before and after investment, it will face the risk of investment failure and loss, and the risk of investment benefit not reaching the expectation or fund loss, which will have a negative impact on the financial situation of the company.

3. According to the supplementary agreement of the partnership agreement, the total paid in capital contribution of the partnership is 125 million yuan, which will be paid before June 3, 2024. There is a risk that the partners’ capital contribution is not timely and in place.

4. The current investment fields of the fund are communication, smart education, smart display and other industries, which have a certain synergistic relationship with the company’s business.

9、 Documents for future reference

1. Supplementary agreement to the partnership agreement of Suzhou Zhongchuang Huizhi venture capital partnership (limited partnership). It is hereby announced.

Beijing Ultrapower Software Co.Ltd(300002) board of directors

March 21, 2022

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