JIAYUAN SER (01153) subsidiaries entered into guarantee agreements with Shanghai Jinyuan and Shanghai Zhijin respectively.

JIAYUAN SER (01153) announces that Jiayuan Chuangsheng (a company wholly owned by Mr. Shen), Zhejiang Heyuan, and Zhejiang Zhixiang Dacheng (all indirect wholly-owned subsidiaries of the company) have entered into guarantee agreements with Shanghai Jinyuan and Shanghai Zhijin on July 27, 2023, respectively. According to this, Jiayuan Chuangsheng, Zhejiang Heyuan, and Zhejiang Zhixiang Dacheng have agreed to jointly guarantee the payment obligations under the equity transfer agreement of Chao Hu Xutong (a company indirectly owned by Mr. Shen). The announcement states that the provision of guarantees is mainly due to improper actions by China Jiayuan bypassing the existing corporate governance and internal control of the group at that time, leading to the provision of guarantees without the approval of shareholders or the board of directors. Due to the inability to find complete supporting documents to prove the provision of guarantees and the reasons, business content, and business rationale (if any) of the Zhejiang Heyuan guarantee agreement and the Zhejiang Zhixiang Dacheng guarantee agreement, the directors (including independent non-executive directors) failed to provide opinions on whether the guarantees and the Zhejiang Heyuan guarantee agreement and the Zhejiang Zhixiang Dacheng guarantee agreement were entered into on normal commercial terms after fair negotiation; fair and reasonable; and in the overall interest of the company and shareholders. Due to the fact that the mediation agreement was entered into without the approval of the board of directors and shareholders, and there were significant procedural irregularities, the validity of the mediation agreement is uncertain; and although the enforcement order stipulates that a maximum of approximately RMB 124 million can be frozen in bank accounts, as of the date of this announcement and based on the company's records, the actual amount of frozen deposits is approximately RMB 900,000, therefore having minimal financial impact on the group. Based on the above, the company believes that the arbitration mediation award and the enforcement order do not affect the normal business and operations of the group, nor will they affect the progress and expected time of resumption of trading. The company deeply regrets its failure to comply with the listing rules properly. As an immediate remedial measure, the group has sought legal advice from professional advisors on the follow-up measures that may be necessary and taken by the group, and has taken legal actions (such as applying to withdraw the arbitration mediation award and refusing to enforce the arbitration mediation award) vigorously defending against the arbitration mediation award and enforcement order to safeguard and protect its legitimate rights and interests. The company hereby publishes this announcement to disclose all material information regarding the guarantees.