Securities Code: 002055
Securities Abbreviation: ST Derun
Announcement Number: 2026-057
Shenzhen Derun Electronics Co., Ltd.
Announcement on Transfer of Subsidiary Equity and Capital Increase Involving Connected Transactions
The Company and all members of the Board of Directors guarantee the truthfulness, accuracy, and completeness of the information disclosed, and that there are no false records, misleading statements, or major omissions.
Shenzhen Derun Electronics Co., Ltd. (hereinafter referred to as "Derun Electronics" or the "Company") held its 24th meeting of the 8th Board of Directors on July 27, 2026, and approved the "Proposal on Transfer of Subsidiary Equity and Capital Increase of Subsidiary Involving Connected Transactions." The details are hereby announced as follows:
I. Overview of the Transaction
(I) Transfer of Subsidiary Equity
For strategic planning and business development needs, the Company intends to transfer its 29.58% equity stake (corresponding to a registered capital of RMB 20.3916 million) in its investee company, Shenzhen Bolati Electronics (Shenzhen) Co., Ltd. (hereinafter referred to as "Shenzhen Bolati" or the "Target Company"), to Shenzhen Kunpeng Guangyuan Private Equity Investment Fund Partnership (Limited Partnership) (hereinafter referred to as "Kunpeng Guangyuan Fund"), Heshan City Lianzhi Investment Co., Ltd. (hereinafter referred to as "Lianzhi Investment"), Shenzhen Yunqing Juchuang Enterprise Management Partnership (Limited Partnership) (hereinafter referred to as "Yunqing Juchuang"), Mr. Zou Minsi, Mr. Mai Weiming, and Mr. Fu Yaoyuan. The transfer price is RMB 105 million. The other existing shareholders of Shenzhen Bolati have waived their preemptive subscription rights for this transfer. The Company has no relationship with the transferees of Shenzhen Bolati's equity.
(II) Capital Increase and Share Expansion of Subsidiary Involving Connected Transactions
- Basic Transaction Situation
Shenzhen Bolati, for its own development needs, plans to introduce capital from Jiangmen City Shiyuan Equity Investment Partnership (Limited Partnership) (hereinafter referred to as "Shiyuan Investment") and Kunpeng Guangyuan Fund. Shiyuan Investment and Kunpeng Guangyuan Fund plan to contribute a total of RMB 85 million in cash (of which RMB 16.5075 million will be added to the registered capital and RMB 68.4925 million will be added to the capital reserve). The Company and other existing shareholders of Shenzhen Bolati have waived their preemptive subscription rights for this capital increase. The Company has no relationship with the capital contributors.
- Connected Relationship
Due to Mr. Qiu Yang, Chairman and President of the Company, having served as a director of Heshan City Bolati Electronics Co., Ltd. (hereinafter referred to as "Heshan Bolati") (resigned on March 23, 2026), and Heshan Bolati being a major subsidiary of Shenzhen Bolati, the Company, in accordance with the relevant provisions of the "Shenzhen Stock Exchange Stock Listing Rules," prudently identifies Heshan Bolati as a connected investee company. The Company's waiver of preemptive subscription rights for capital increase from the connected party Shenzhen Bolati constitutes a connected transaction.
Upon completion of the equity transfer and capital increase, the registered capital of Shenzhen Bolati will increase from RMB 52.4356 million to RMB 68.9431 million, with an increase of RMB 16.5075 million in registered capital. The Company's shareholding in Shenzhen Bolati will decrease from 45.25% to 4.84%, and Shenzhen Bolati will remain an investee company of the Company.
(III) Approval Procedures
On July 24, 2026, the independent directors of the 8th Board of Directors of the Company held their 4th special meeting in 2026 and reviewed the "Proposal on Transfer of Subsidiary Equity and Capital Increase of Subsidiary Involving Connected Transactions." All independent directors unanimously approved the proposal.
On July 27, 2026, the 24th meeting of the 8th Board of Directors of the Company was held, and the "Proposal on Transfer of Subsidiary Equity and Capital Increase of Subsidiary Involving Connected Transactions" was reviewed. Director Qiu Yang abstained from voting, and the remaining 7 non-connected directors approved the proposal.