Beigao New High Co., Ltd. of Shanghai City Announces Signing of Outsourcing Service Contract and Related Party Transaction with Its Controlling Subsidiary

Stock Code: 600604, 900902 Stock Short Name: Beishang Gao Xin Beishang B Shares Announcement Code: Lin 2026-003

Shanghai Beishang Gao Xin Co., Ltd.

Announcement on the Signing of an Outsourcing Services Contract by a Wholly-Owned Subsidiary and Related-Party Transaction

The board of directors of the Company and all directors hereby guarantee that there are no false records, misleading statements or material omissions in the contents of this announcement, and assume legal responsibility for the truthfulness, accuracy and completeness of the contents.

Key Matters:

● Transaction subject matter: Shanghai Beishang Gao Xin Co., Ltd. (the “Company,” as referred to below) intends, through its controlling subsidiary, Shanghai Xinshibei Enterprise Management Service Co., Ltd. (the “Xinshibei Property” or the “Party B,” as referred to below), to separately enter into the “On-Site Security Outsourcing Service Contract,” the “On-Site Cleaning Services Contract,” and the “Engineering Services Outsourcing Contract” with Shanghai Beishang Hotel Co., Ltd. (the “Beishang Hotel” or the “Party A,” as referred to below). Pursuant to the authorization of Beishang Hotel, Xinshibei Property will provide Beishang Hotel with security outsourcing services, cleaning outsourcing services and engineering maintenance services. The contract term for each contract is 1 year, from April 1, 2026 to March 31, 2027. The amount of the “On-Site Security Outsourcing Service Contract” is RMB 1,776,139.20; the amount of the “On-Site Cleaning Services Contract” is RMB 1,971,538.60; the amount of the “Engineering Services Outsourcing Contract” is RMB 1,544,464.80; and the total amount is RMB 5,292,142.60.

● Given that Beishang Hotel is a wholly-owned subsidiary of Shanghai Beishang Gao Xin (Group) Co., Ltd. (the “Beishang Group,” as referred to below), the Company’s controlling shareholder, the matter of Xinshibei Property and Beishang Hotel entering into outsourcing services contracts constitutes a related-party transaction.

● This related-party transaction does not constitute a “material asset restructuring” as stipulated in the Administrative Measures for the Material Asset Restructuring of Listed Companies. Within the approval authority of the board of directors, this related-party transaction does not require submission to the general meeting of shareholders for consideration.

● Within the past 12 months, on April 10, 2025, the Company’s wholly-owned subsidiary Shanghai Kaichuang Enterprise Development Co., Ltd. (the “Kaichuang Company,” as referred to below) and Shanghai Shutong Linkgu Enterprise Management Service Co., Ltd. (the “Shutong Linkgu,” as referred to below), a wholly-owned subsidiary of Beishang Group, entered into a property lease contract. Shutong Linkgu leases from Kaichuang Company the 12th floor of Building 288, Kangning Road, Jing’an District, Shanghai (No. 2), and Room 03 and 04 on the 4th floor of Building 288, Kangning Road, Jing’an District, Shanghai (No. 5), with a total rent of RMB 9.4411 million. On June 1, 2025, Shanghai Beishang Gao Xin Yunmenghui Enterprise Development Co., Ltd. (the “Yunmenghui,” as referred to below), a controlling subsidiary of the Company, and Beishang Group entered into a property lease contract. Yunmenghui leases from Beishang Group Buildings 6 and 7, Lane 3201, Gonghe Xin Road, Jing’an District, Shanghai, with a total rent of RMB 27.1837 million. The Company’s wholly-owned subsidiary Shanghai Beishang Productive Enterprise Service Development Co., Ltd. (the “Beishang Development,” as referred to below), the controlling subsidiary Xinshibei Property, and Beishang Group’s controlling subsidiary Shanghai Data Port Co., Ltd. (the “Data Port,” as referred to below) respectively entered into a property lease contract and a property services contract. Beishang Development leases to Data Port, for its daily operations, the premises located at Room 401, 4th Floor, No. 217 Jiangchang Third Road, Jing’an District, Shanghai; Room 101 on the 1st Floor, No. 219 Jiangchang Third Road, Jing’an District, Shanghai; Floors 1–2, No. 223 Jiangchang Third Road, Jing’an District, Shanghai; and Room 301 on the 3rd Floor, No. 223 Jiangchang Third Road, Jing’an District, Shanghai, with a total transaction amount of RMB 29.8957 million. On November 7, 2025, Beishang Group entered into the “SAP (China) Sci-Tech Innovation Empowerment Center Delegated Service Agreement” with Shanghai Jnengwan Enterprise Service Co., Ltd. (the “Jinengwan,” as referred to below), the Company’s wholly-owned subsidiary, under which Beishang Group pays RMB 2.9980 million of the construction and operation expenses for the “SAP (China) Sci-Tech Innovation Empowerment Center” for 2025. On November 8, 2025, Kaichuang Company and Shutong Linkgu entered into a property lease contract. Kaichuang Company leases to Shutong Linkgu Rooms 101 of No. 298 and No. 308 Kangning Road, Jing’an District, Shanghai, and Floors 2 and 3 of Building 288, Kangning Road, Jing’an District, Shanghai (No. 5), with a total transaction amount of RMB 11.6553 million. On December 15, 2025, the Company increased its capital on a pro-rata basis in Shanghai Yunzhongxin Enterprise Development Co., Ltd. (the “Yunzhongxin,” as referred to below). The amount of the capital increase was RMB 105 million. On January 4, 2026, Beishang Group provided a pro-rata shareholder loan to Yunmenghui of RMB 39.90 million.

I. Overview of the Transaction

The Company’s controlling subsidiary Xinshibei Property intends to separately enter into the “On-Site Security Outsourcing Service Contract,” the “On-Site Cleaning Services Contract,” and the “Engineering Services Outsourcing Contract” with Beishang Hotel. Pursuant to the authorization of Beishang Hotel, Xinshibei Property will provide Beishang Hotel with security outsourcing services, cleaning outsourcing services and engineering maintenance services. The contract term for each contract is 1 year, from April 1, 2026 to March 31, 2027. The amount of the “On-Site Security Outsourcing Service Contract” is RMB 1,776,139.20; the amount of the “On-Site Cleaning Services Contract” is RMB 1,971,538.60; the amount of the “Engineering Services Outsourcing Contract” is RMB 1,544,464.80; and the total amount is RMB 5,292,142.60.

Given that Beishang Hotel is a wholly-owned subsidiary of Beishang Group, the Company’s controlling shareholder, the matter of Xinshibei Property and Beishang Hotel entering into outsourcing services contracts constitutes a related-party transaction.

On April 1, 2026, the Company convened the 29th meeting of the Tenth Session of the Board of Directors. The resolution was approved with 4 votes in favor, 0 votes against and 0 abstentions, approving the “Proposal on the Signing of Outsourcing Services Contracts by the Controlling Subsidiaries and Related-Party Transaction.” In the deliberation and voting, the related directors, Mr. Sun Zhongfeng, Mr. Lu Chun and Ms. Wang Xiaodan, were recused. The other four directors unanimously approved the proposal.

This related-party transaction does not constitute a material asset restructuring as stipulated in the Administrative Measures for the Material Asset Restructuring of Listed Companies. Within the approval authority of the board of directors, this related-party transaction does not require submission to the general meeting of shareholders for consideration.

As of the date of this related-party transaction, the aggregate amount of related-party transactions between the Company and the same related party in the past 12 months has reached RMB 30 million. It has not reached 5% or more of the absolute value of the Company’s net assets as audited for the most recent period.

II. Introduction to the Related Parties

(I) Introduction to the Relationship of Related Parties

Beishang Hotel is a controlling subsidiary of Beishang Group, the Company’s controlling shareholder. Pursuant to relevant provisions of the Shanghai Stock Exchange Listing Rules and the Shanghai Stock Exchange’s self-regulatory guidance on transaction and related-party transactions (No. 5), Beishang Hotel is a related legal person of the Company.

(II) Basic Information of the Related Party

Shanghai Beishang Hotel Co., Ltd.

Unified Social Credit Code: 91310108692997197U

Legal Representative: Gu Bo

Registered Capital: RMB 37.80 million

Type of enterprise: Limited liability company (sole proprietorship of a legal entity not invested in or controlled by natural persons)

Term of operation: 2009-08-24 to 2029-08-23

Address: 256, 258, 266 Jiangchang Third Road, and 277 Jiangchang West Road, Levels 1–11, Shanghai

Scope of business: Permitted items: accommodation services (operated in Levels 1–11 of 277 Jiangchang West Road); hairdressing services; life beauty services; foot bath services; high-risk sports (swimming); catering services; insurance agency business (operated at 256, 258, 266 Jiangchang Third Road); all kinds of engineering construction activities; retail of tobacco products. (Projects that require approval according to law shall be carried out only after approval by relevant departments; the specific items shall be subject to approval documents or licenses of the relevant departments.) General items: conference and exhibition services; parking lot services; advertising design and agency; advertising production; advertising publishing (not for broadcasting stations, TV stations or newspaper/publishing units); sales of gifts and flowers; sales of arts and crafts and etiquette supplies (excluding ivory and its products); sales of daily necessities; wholesale of cosmetics; retail of cosmetics; fitness and leisure activities; property management; health care services of traditional Chinese medicine (non-medical); construction, leasing, and operation and management of public rental housing within this municipality. (Except for projects that require approval according to law, the company may carry out its business activities independently according to law with its business license.)

Shanghai Beishang Hotel Co., Ltd. was established in August 2009. It is a wholly-owned subsidiary of Shanghai Beishang Gao Xin (Group) Co., Ltd., and is jointly controlled by Beishang Group (the controlling shareholder) together with the Company.

As of December 31, 2024, Shanghai Beishang Hotel Co., Ltd. had total assets of RMB 23.1855 million and net assets of RMB -65.8955 million; for 2024, it achieved operating revenue of RMB 61.4661 million and net profit of RMB 0.7278 million. (The above data have been audited.)

As of September 30, 2025, Shanghai Beishang Hotel Co., Ltd. had total assets of RMB 21.6343 million and net assets of RMB -84.8986 million; for the first three quarters of 2025, it achieved operating revenue of RMB 35.0147 million and net profit of RMB -19.0030 million. (The above data have not been audited.)

Qualification and credit status of the related party: Beishang Hotel has good qualifications and has not been listed as a dishonest person subject to enforcement.

III. Basic Information of the Subject Matter of the Related-Party Transaction

Xinshibei Property provides Beishang Hotel with security outsourcing services, cleaning outsourcing services and engineering maintenance services.

IV. Pricing Policies and Pricing Basis of the Related-Party Transaction

The pricing of this transaction follows the principles of voluntary participation, equality, fairness and reasonableness. It references industry standards and comprehensively considers factors such as the workload involved in the project and the quality of services. After consultation between both parties and appraisal by a third-party pricing auditor, there is no circumstance of harming the interests of the Company and all shareholders, especially the interests of the minority shareholders.

V. Main Contents of the Related-Party Transaction Contract and Performance Arrangements

(I) On-Site Security Outsourcing Service Contract

1. Service term: from April 1, 2026 to March 31, 2027

2. Service location: 277 Jiangchang West Road, Jing’an District, Shanghai

3. Service content: security guard services

4. Service fee: RMB 1,776,139.20 (in words: Seventeen million seven hundred sixty-six thousand one hundred thirty-nine yuan and twenty cents)

5. Payment method: Beginning from the effective date of the contract, Party B shall provide invoices to Party A by the 15th day of each month. Party A shall pay the previous month’s security service fee to Party B by the 15th day of the following month.

(II) On-Site Cleaning Services Contract

1. Service term: from April 1, 2026 to March 31, 2027

2. Service location: 277 Jiangchang West Road, Jing’an District, Shanghai

3. Service content: cleaning services

4. Service fee: RMB 1,971,538.60 (in words: Nineteen million seven hundred fifteen thousand five hundred thirty-eight yuan and sixty cents)

5. Payment method: Party A shall pay monthly. Before the 5th day of each month, both parties shall verify the attendance records of the previous month and the amount of the service fee. Before the 10th day of each month, Party B shall issue to Party A, based on the invoicing information provided by Party A, a value-added tax special invoice for the previous month that complies with the requirements of the State Taxation Administration. Party A shall pay the previous month’s service fee within 90 working days after receiving the invoice.

(III) Engineering Services Outsourcing Contract

1. Service term: from April 1, 2026 to March 31, 2027

2. Service location: 277 Jiangchang West Road, Jing’an District, Shanghai

3. Service content: routine inspections and engineering maintenance services for kitchen equipment, air-conditioning systems, power systems, water supply and drainage systems, and engineering services for guest rooms’ private areas and common areas.

4. Service fee: RMB 1,544,464.80 (in words: Fifteen million four hundred forty-four thousand six hundred sixty-four yuan and eighty cents)

5. Payment method: Party B shall issue to Party A the legally valid value-added tax special invoices for the previous month by the 10th day of the following month. Within 7 working days from the date Party A receives the invoices, Party A shall pay the previous month’s payment.

VI. Impact of the Related-Party Transaction on the Listed Company

This transaction, under which the Company’s controlling subsidiary Xinshibei Property and the Beishang Hotel Company sign an outsourcing services contract, is part of Xinshibei Property’s normal business operations. It will not affect the operational independence of Xinshibei Property. The transaction price is fair and reasonable and there is no conduct of harming the interests of the listed company by leveraging related-party relationships. There is also no conduct of harming the Company and its shareholders, especially the interests of minority shareholders, or any conduct of transferring benefits to the Company. It will not have an adverse impact on the Company’s asset position, financial position and operating results.

VII. Deliberation Procedures That Should Be Fulfilled for This Transaction

On April 1, 2026, the Company’s independent directors convened the first special meeting of the Tenth Session of the Board of Directors’ Independent Directors for 2026. They unanimously approved the “Proposal on the Signing of Outsourcing Services Contracts by the Controlling Subsidiaries and Related-Party Transaction” and issued the following review opinions: Given that Shanghai Beishang Hotel Co., Ltd. is a wholly-owned subsidiary of Shanghai Beishang Gao Xin (Group) Co., Ltd., the Company’s controlling shareholder, the outsourcing services contract signing between Xinshibei Property and Beishang Hotel constitutes a related-party transaction. This related-party transaction meets the needs of the Company’s normal business development and will not affect the independence of the Company and its controlling subsidiary Shanghai Xinshibei Enterprise Management Service Co., Ltd. No reliance on the related parties will be formed. This related-party transaction strictly followed the principles of “fairness, openness and impartiality.” The transaction pricing is based on market-oriented principles and is determined through consultation between both parties and third-party pricing appraisal. The voting procedures of the board of directors for this proposal are lawful and effective and comply with the requirements of relevant laws and regulations. There is no circumstance of harming shareholders, especially the interests of minority shareholders.

On April 1, 2026, the Company convened the first meeting of the Tenth Session of the Board of Directors’ Audit Committee for 2026 and unanimously approved the “Proposal on the Signing of Outsourcing Services Contracts by the Controlling Subsidiaries and Related-Party Transaction,” and issued the following review opinions: The related-party transaction pricing for Shanghai Xinshibei Enterprise Management Service Co., Ltd., a controlling subsidiary of the Company, entering into outsourcing services contracts with Shanghai Beishang Hotel Co., Ltd. is based on market-oriented principles and is determined through consultation between both parties and third-party pricing appraisal. The transaction pricing and the design of terms adhere to the principles of fairness, equality and impartiality, and will not have a major impact on the Company’s financial position and operating results. It will not affect the operational independence of Xinshibei Property. There is no circumstance of harming the interests of the Company and minority shareholders. Agreeing to submit this proposal to the Company’s board of directors for consideration.

On April 1, 2026, the Company convened the 29th meeting of the Tenth Session of the Board of Directors and approved the “Proposal on the Signing of Outsourcing Services Contracts by the Controlling Subsidiaries and Related-Party Transaction.” In the deliberation and voting, the related directors, Mr. Sun Zhongfeng, Mr. Lu Chun and Ms. Wang Xiaodan, were recused. The other four directors unanimously approved the proposal. This related-party transaction is within the approval authority of the board of directors and does not require submission to the general meeting of shareholders for consideration. According to relevant regulations, this related-party transaction does not require approval by the relevant departments.

VIII. Historical Related-Party Transaction Information

(I) On April 10, 2025, the Company convened the 20th meeting of the Tenth Session of the Board of Directors and approved the “Proposal on the Signing of a Property Lease Contract by a Wholly-Owned Subsidiary and a Related-Party Transaction.” It agreed that Shutong Linkgu would lease from Kaichuang Company the premises located at the 12th floor of Building 288, Kangning Road, Jing’an District, Shanghai (No. 2), and Rooms 03 and 04 on the 4th floor of Building 288, Kangning Road, Jing’an District, Shanghai (No. 5). The contract term was 3 years. The leased area was 2,223.64 square meters. The total rent was RMB 9.4411 million.

(II) On May 19, 2025, the Company convened the 22nd meeting of the Tenth Session of the Board of Directors and approved the “Proposal on the Signing of a Property Lease Contract by a Controlling Subsidiary and a Related-Party Transaction.” It agreed that Yunmenghui would lease from Beishang Group the premises at Buildings 6 and 7, Lane 3201, Gonghe Xin Road, Jing’an District, Shanghai, with a contract term of 10 years, a leased area of 2,819.18 square meters, and total rent of RMB 27.1837 million.

(III) On October 24, 2025, the Company convened the 24th meeting of the Tenth Session of the Board of Directors and approved the “Proposal on Related-Party Transactions of Subsidiaries.” It agreed that Beishang Development and Xinshibei Property would respectively enter into a property lease contract and a property services contract with Data Port. Beishang Development would lease to Data Port, for its daily operations, the premises located at Room 401, 4th Floor, No. 217 Jiangchang Third Road, Jing’an District, Shanghai; Room 101 on the 1st Floor, No. 219 Jiangchang Third Road, Jing’an District, Shanghai; Floors 1–2, No. 223 Jiangchang Third Road, Jing’an District, Shanghai; and Room 301 on the 3rd Floor, No. 223 Jiangchang Third Road, Jing’an District, Shanghai, with a total transaction amount of RMB 29.8957 million.

(IV) On November 7, 2025, the Company convened the 25th meeting of the Tenth Session of the Board of Directors and approved the “Proposal on the Signing by a Wholly-Owned Subsidiary of the SAP (China) Sci-Tech Innovation Empowerment Center Delegated Service Agreement and Related-Party Transaction.” It agreed that Jinengwan and Beishang Group would sign the “SAP (China) Sci-Tech Innovation Empowerment Center Delegated Service Agreement,” under which Beishang Group would pay RMB 2.9980 million of the construction and operation expenses for the “SAP (China) Sci-Tech Innovation Empowerment Center” for 2025.

(V) On November 7, 2025, the Company convened the 25th meeting of the Tenth Session of the Board of Directors and approved the “Proposal on the Signing by a Wholly-Owned Subsidiary of a Property Lease Contract and Related-Party Transaction.” It agreed that Kaichuang Company would lease to Shutong Linkgu the premises at Rooms 101 of No. 298 and No. 308 Kangning Road, Jing’an District, Shanghai, and Floors 2 and 3 of Building 288, Kangning Road, Jing’an District, Shanghai (No. 5), with a total transaction amount of RMB 11.6553 million.

(VI) On December 15, 2025, the Company convened the 28th meeting of the Tenth Session of the Board of Directors and approved the “Proposal on Increasing Capital by Participants on a Pro- rata Basis and Related-Party Transaction.” It agreed that the Company would increase its capital on a pro-rata basis in Shanghai Yunzhongxin Enterprise Development Co., Ltd., with a capital increase amount of RMB 105 million.

(VII) On December 13, 2024, the Company convened the 15th meeting of the Tenth Session of the Board of Directors and approved the “Proposal on Providing Shareholder Loans on a Pro-rata Basis to a Controlling Subsidiary and a Related-Party Transaction.” The Company and the Company’s wholly-owned subsidiary Shanghai Fanye Investment & Consulting Co., Ltd. (the “Fanye Investment,” as referred to below), and the Company’s controlling shareholder Beishang Group, provided shareholder loans on a pro-rata basis to the Company’s controlling subsidiary Shanghai Beishang Gao Xin Yunmenghui Enterprise Development Co., Ltd. in an aggregate amount of no more than RMB 500M, including: the Company’s loan of no more than RMB 175M, Fanye Investment’s loan of no more than RMB 175M, and Beishang Group’s loan of no more than RMB 150M. The loan term is from December 17, 2024 to December 16, 2029. The principal may be disbursed in installments, and the loan maturity date remains unchanged. The loan interest rate is fixed: it is the 5-year loan market quoted rate (LPR) authorized and published by the National Interbank Funding Center at the time the contract is signed; the interest rate remains unchanged during the loan term. The interest is paid in a lump sum after the contract matures. For details, see the Company’s announcement disclosed on the website of the Shanghai Stock Exchange www.sse.com.cn titled “Beishang Gao Xin’s Announcement on Providing Shareholder Loans on a Pro-rata Basis to the Company’s Controlling Subsidiary and a Related-Party Transaction” (Lin 2024-054). On February 5, 2025, Beishang Group provided a pro-rata shareholder loan to Yunmenghui of RMB 23.70 million, and on January 4, 2026, it provided a pro-rata shareholder loan to Yunmenghui of RMB 39.90 million.

This announcement is hereby made.

Board of Directors of Shanghai Beishang Gao Xin Co., Ltd.

April 2, 2026

Massive information and precise interpretation—exclusively on Sina Finance APP