Shenzhen Kelu Electronics Co., Ltd. (hereinafter referred to as "the Company") and all members of the Board of Directors guarantee that the content of this announcement is true, accurate, and complete, and does not contain any false records, misleading statements, or major omissions.
Special Reminder:
- The asset sale is subject to approval by the Company's shareholders, and there is uncertainty regarding the implementation of this asset sale.
- As of the date of this announcement, the transaction target, the Kelu Smart Energy Industrial Park (hereinafter referred to as "the Industrial Park"), has been sealed by the People's Court of Guangming District, Shenzhen, due to litigation. The Company has legally applied to the relevant court for the replacement of preserved property and is awaiting review by the relevant court. The Company will actively communicate with the relevant court regarding the application to lift the sealing measures on Building 1 of the Industrial Park. Investors are advised to invest rationally and pay attention to investment risks.
I. Transaction Overview
To activate existing assets and recover funds, Shenzhen Kelu Electronics Co., Ltd. (hereinafter referred to as "the Company") has signed a "Letter of Intent for Asset Acquisition of Kelu Guangming Smart Energy Industrial Park" with Midea Innovation Investment Co., Ltd., China Science and Technology Development Institute Co., Ltd., and Shenzhen Guangming Science City Industrial Development Group Co., Ltd. (collectively referred to as "the Acquirers"). The Acquirers (or their designated entities) intend to acquire relevant assets held by the Company in cash, including factories, R&D offices, and supporting apartments. For specific details, please refer to the "Notice on Planning Asset Sale and Related Party Transactions" (Announcement No. 2026001) published by the Company on January 5, 2026, in the Securities Times, China Securities Journal, Shanghai Securities Journal, Securities Daily, and on the Giant Tide Information Network (www.cninfo.com.cn).
On May 31, 2026, the Company held the 25th (temporary) meeting of the 9th Board of Directors, which reviewed and approved the proposals for the sale of assets to Midea Group Co., Ltd., Shenzhen Zhongkai Yuzhi Technology Service Co., Ltd., and Shenzhen Guangming District Science and Technology Innovation Center Investment Co., Ltd. The Company agreed to transfer the ownership of Building 1 and Building 5, Dormitory A of the Kelu Smart Energy Industrial Park, as well as a 31.33% ownership share of the public equipment room within the Industrial Park, along with related ancillary facilities and equipment, to Midea Group for a total price of RMB 520.48 million (including tax). The ownership of Building 2 and Building 5, Dormitory B, and a 31.25% ownership share of the public equipment room, along with related ancillary facilities and equipment, will be transferred to Shenzhen Zhongkai Yuzhi Technology Service Co., Ltd. for a total price of RMB 484.28 million (including tax). The ownership of Building 4 and a 20.29% equity share of the public equipment room, along with related ancillary facilities and equipment, will be transferred to Shenzhen Guangming District Science and Technology Innovation Center Investment Co., Ltd. for a total price of RMB 302.35 million (including tax).
The counterparty Midea Group is the Company's controlling shareholder, and Zhongkai Yuzhi is a wholly-owned subsidiary of Shenzhen Capital Operation Group Co., Ltd., which holds more than 5% of the Company's shares. According to the relevant provisions of the Shenzhen Stock Exchange's Listing Rules, the transactions between the Company and Midea Group, as well as between the Company and Zhongkai Yuzhi, constitute related party transactions.
The independent directors held a special meeting in 2026 and unanimously agreed to submit the aforementioned related party transaction proposals to the Company's Board of Directors for review. During the Board's review, related directors Ms. Song Jiaoyang and Mr. Lai Liangsheng abstained from voting on the proposal regarding the sale of assets to Midea Group, while related directors Mr. Xu Laping and Mr. Zhang Ming abstained from voting on the proposal regarding the sale of assets to Zhongkai Yuzhi.