Zhuhai Shiji Dingli Technology Co., Ltd. 2025 Annual Report Summary

Stock Code: 300050
Stock Abbreviation: Century Dingli
Announcement No.: 2026-009

I. Important Reminders

This summary of the annual report is derived from the full annual report. To fully understand the company’s operating results, financial condition, and future development plans, investors should carefully read the full annual report published on the media designated by the China Securities Regulatory Commission.

All directors attended the board meeting that reviewed this report.

Guangdong Sinong Certified Public Accountants (Special General Partnership) issued an unqualified opinion on the company’s financial statements for the year.

Non-standard audit opinion indication

□ Applicable √ Not applicable

The company was not profitable at the time of listing and has not achieved profitability to date.

□ Applicable √ Not applicable

The profit distribution plan or capital reserve conversion plan approved by the board of directors for the reporting period.

□ Applicable √ Not applicable

The company plans not to distribute cash dividends, not to send bonus shares, and not to convert capital reserves into share capital.

As of December 31, 2025, the audited parent company’s balance sheet shows undistributed profits of -1,828,956,512.33 yuan; the consolidated balance sheet shows undistributed profits of -1,950,081,066.55 yuan. Therefore, the company will not distribute cash dividends, send bonus shares, or convert capital reserves into share capital for 2025.

The profit distribution plan for preferred shares approved by the board of directors

□ Applicable √ Not applicable

II. Basic Information of the Company

1. Company Overview

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2. Main Business or Product Introduction During the Reporting Period

During the reporting period, the company’s main businesses, products, their uses, operating models, and performance drivers are as follows:

(1) Main Business

During the reporting period, the company’s main businesses include telecommunications and vocational education.

① Telecommunications Business

Since its establishment, the company has been deeply engaged in the field of communication technology, continuously providing core support for R&D and testing of terminals, devices, and networks. The company owns a full range of wireless network drive test instruments and a professional network optimization service team.

The company has built a comprehensive product line for testing and evaluation across all scenarios from 2G to 5G-A, providing integrated solutions throughout the network lifecycle for wireless communication networks. Its products feature high hardware integration, lightweight software for rapid deployment, intelligent analysis, and visualization. The company is also actively investing in artificial intelligence technology, developing and continuously improving low-altitude intelligent networking solutions, and simultaneously deploying satellite communication networks and base station energy storage fields, offering in-depth integrated wireless communication network solutions for the entire industry, promoting the full integration of communication technology and industry digitalization.

In the telecommunications network optimization segment, the main downstream customers are relatively stable. The company primarily secures business contracts through open bidding processes. Through continuous R&D, talent development, and business team building in the fields of communication services and network optimization products, the company has become a leading domestic provider of comprehensive mobile communication network optimization solutions.

② Vocational Education Business

The vocational education business is based on deep industry engagement and insights into industry development, linking practical industry experience with vocational education, and bridging the last mile of vocational education. It empowers partner colleges’ internal development and provides application-oriented talent training solutions covering courses, faculty, practical training, and employment throughout the entire process. The company’s education business mainly includes vocational education services, educational equipment products, and qualification certificate training.

Vocational education services refer to the operation of higher vocational education in China, centered on the “Dingli College” construction plan. The “Dingli College” model involves cooperation with domestic universities to establish co-managed secondary colleges. The company is responsible for providing comprehensive educational operation services, including teaching management, program development, curriculum systems, faculty building, student internships, and employment. The cooperation models vary from full management to semi-management depending on the depth of collaboration.

Educational equipment products mainly serve the training needs of higher vocational colleges, providing standardized products such as basic hardware, simulation software systems, platform systems, course content, and lesson plans. Customized laboratory solutions are also available to help colleges create high-standard, dynamically iterative training environments.

Qualification certificate training involves cooperation with domestic and foreign universities on academic or non-academic education projects aimed at cultivating internationalized talents. It integrates high-quality teaching resources from China and abroad, adopting modes such as “dual-campus training,” “bilingual instruction,” and “credit recognition,” covering undergraduate and master’s levels. This form of international cooperation is recognized socially and ensures teaching quality.

(2) Operating Model

① Procurement Model

The company sources suppliers with relevant qualifications and products based on procurement needs, evaluates their qualifications, creditworthiness, product quality, and supply capacity, tests samples, and includes qualified suppliers in the “List of Qualified Suppliers.” Some suppliers are randomly checked quarterly or annually. The company has established a comprehensive and strict “Procurement Management System,” forming a complete procurement process from supplier selection, price determination, to quality inspection.

② Sales Model

Telecom business primarily relies on bidding as the core sales method, directly serving telecom operators, system vendors, and terminal manufacturers. Most projects are obtained through participation in public tenders, with performance influenced by operators’ capital expenditure, procurement content, and construction progress. For non-bidding projects, the company adopts a direct sales model with customized solutions, where sales teams directly engage with clients, coordinate with technical teams to provide tailored services, and complete sales.

Vocational education primarily uses a direct sales model centered on co-managed secondary colleges. The process involves sales staff visiting target clients, understanding their needs, promoting the company’s vocational education services, equipment, and training, negotiating business terms, and finalizing sales. The company provides services such as student enrollment, curriculum setup, teaching, faculty training, and practical training, with degrees awarded by partner universities.

(3) Cyclical Characteristics

The cyclical nature of the telecommunications network optimization industry is closely related to the construction rhythm of telecom networks, technological iteration, and market demand changes. It mainly manifests as long-term fluctuations synchronized with technological generations: during initial deployment of each generation, operators invest heavily in base station deployment and network architecture, leading to a peak in optimization demand; during stable operation, demand shifts to performance improvements and user experience, stabilizing; during transition periods between generations, demand adjusts as old networks are maintained and new networks are built.

The vocational education business has a relatively mild cyclical pattern, mainly characterized by structural and seasonal fluctuations. Its core needs—skill enhancement and employment—are rigid, less affected by economic cycles, and more influenced by policy, employment market structure, and educational trends, showing phased or structural adjustments.

(4) Performance Drivers

During the reporting period, the company’s overall operations improved, with stable revenue and a net profit attributable to shareholders of 15.4991 million yuan, turning losses into profits. Key drivers include: deepening core businesses, exploring potential in advantageous sectors, seeking benefits from existing markets and breakthroughs in new markets; divesting from new energy and low-efficiency businesses, reducing operating costs and risks; actively responding to or settling litigation matters to protect interests; implementing refined management, strictly controlling costs, and improving operational efficiency.

3. Major Financial Data and Indicators

(1) Key Financial Data and Indicators for the Past Three Years

The company does not need to retrospectively adjust or restate previous years’ financial data.

□ Yes √ No

(Unit: Yuan)

(2) Key Quarterly Financial Data

The above financial indicators or their totals do not significantly differ from the related financial indicators disclosed in the company’s quarterly or semi-annual reports.

□ Yes √ No

4. Share Capital and Shareholders

(1) Top 10 Shareholders and Shareholders with Voting Rights Restored

(Unit: Shares)

■

Shareholders holding more than 5%, top 10 shareholders, and top 10 unrestricted circulating shareholders involved in securities lending business

□ Applicable √ Not applicable

Changes in shareholding due to securities lending/repayment by the top 10 shareholders and top 10 unrestricted circulating shareholders

□ Applicable √ Not applicable

The company has no arrangements for differing voting rights.

□ Applicable √ Not applicable

(2) Total Preferred Shareholders and Top 10 Preferred Shareholders

The company had no preferred shareholders during the reporting period.

(3) Ownership and Control Relationship Diagram

■

5. Bonds Existing as of the Date of Approval of the Annual Report

□ Applicable √ Not applicable

III. Major Events

1. On February 10, 2025, the company disclosed on CNINFO (www.cninfo.com.cn) the “Prompt Notice on the Proposed Change of Upper-Level Shareholding Structure of Controlling Shareholder and the Proposed Change of Actual Controller and Disclosure of Equity Changes” (Announcement No.: 2025-006). Hanbo Technology, Chengdu Pengyang, Tegu Mayflower, and their concerted actors, including Mr. Ye Bin, former actual controller Mr. Wang Huiwu, and General Manager Mr. Xu Zequan, signed a transfer agreement on February 7, 2025, whereby Chengdu Pengyang intends to transfer 100% of its equity in Tegu Mayflower to Hanbo Technology. Tegu Mayflower and Mr. Ye Bin also signed a voting rights entrustment agreement, whereby Mr. Ye Bin will continue to entrust the voting rights of 45,744,700 unrestricted shares (8.40% of total shares) to Tegu Mayflower for three years, and during this period, they will act in concert on shareholder voting matters.

2. On March 17, 2025, the company disclosed on CNINFO the “Announcement of Completion of Industrial and Commercial Registration Change of Upper-Level Shareholding Structure of Controlling Shareholder and Change of Actual Controller” (Announcement No.: 2025-008). The controlling shareholder of Tegu Mayflower changed to Hanbo Technology, but the company’s controlling shareholder remains Tegu Mayflower. The actual controllers changed from Mr. Wang Huiwu to Mr. Wu Chenming and Mr. Liu Chunbin.

3. On April 21, 2025, the company disclosed on CNINFO the “Announcement of Completion of Re-election of Directors and Supervisors and Changes in Senior Management” (Announcement No.: 2025-027).

4. On August 22, 2025, the company disclosed on CNINFO the “Announcement on Cancellation of Supervisory Committee, Revision of Articles of Association, and Formulation/Revision of Some Governance Systems” (Announcement No.: 2025-040).

5. On August 22, 2025, the company disclosed on CNINFO the “Announcement on Change of Upper-Level Shareholding Structure of Controlling Shareholder and Completion of Industrial and Commercial Change” (Announcement No.: 2025-045). Hanbo Technology’s upper-level shareholder, Shenzhen Hanchao Capital Co., Ltd. (“Shenzhen Hanchao”), signed transfer agreements with Shenyang Ganghui Trading Co., Ltd. (“Shenyang Ganghui”) and Panjin Longqiang Industrial Co., Ltd. (“Panjin Longqiang”), transferring their respective holdings of 9.375% of Hanbo Technology to Shenzhen Hanchao. After this transaction, Shenzhen Hanchao holds 81.25% of Hanbo Technology, and Shenyang Ganghui and Panjin Longqiang no longer hold shares.

6. On November 14, 2025, the company disclosed on CNINFO the “Zhuhai Century Dingli Technology Co., Ltd. 2025 Private Placement Plan” and related announcements. The company plans to issue A-shares to its indirect controlling shareholder Hanbo Technology. This involves related-party transactions, approved by the 14th meeting of the company’s sixth board of directors and the third extraordinary general meeting of 2025. If successful, the company’s controlling shareholder will change to Hanbo Technology, but the company’s control will not change; the actual controllers remain Wu Chenming and Liu Chunbin.

This issuance is subject to approval by the Shenzhen Stock Exchange and registration approval by the China Securities Regulatory Commission. The success and timing of approval are uncertain.