002138SZSE

Announcement on the Related Transactions Involved in the Exit Plan for Core Employees of the Company's Holding Subsidiary

✨ AI Summary

Shenzhen Sunlord Electronics Co., Ltd. announces the exit plan for core employees of its holding subsidiary, Sunlord Automotive Electronics Co., Ltd. The plan involves a total capital of RMB 23.71445 million, with an expected transaction amount not exceeding RMB 73.8631 million in 2026. The exit will occur from 2026 to 2030, with repurchase prices based on specific financial metrics.

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Full Translation

AI Translation· azure_openai

Shenzhen Sunlord Electronics Co., Ltd. (hereinafter referred to as "the Company" or "Sunlord Electronics") and all members of the Board of Directors guarantee that the content of this information disclosure is true, accurate, and complete, with no false records, misleading statements, or significant omissions.

The holding company of Shenzhen Sunlord Electronics Co., Ltd., Shenzhen Sunlord Automotive Electronics Co., Ltd. (hereinafter referred to as "Sunlord Automotive"), aims to grow together with its core employees based on the principles of legality, compliance, fairness, justice, openness, and voluntariness. According to the "Management Measures for Employee Shareholding of Shenzhen Sunlord Electronics Co., Ltd." (hereinafter referred to as "the Shareholding Management Measures"), the exit plan for core employees of Sunlord Automotive (hereinafter referred to as "the Core Employee Exit Plan") is now launched, with the following details:

I. Overview of the Core Employee Exit Plan

  1. According to Article 14 of the Shareholding Management Measures and in conjunction with the actual operating conditions of Sunlord Automotive, the Core Employee Exit Plan is as follows: The core employee shareholding platforms, namely Xinyu Yunxing Technology Partnership (Limited Partnership) (hereinafter referred to as "Yunxing"), Xinyu Xiayun Technology Partnership (Limited Partnership) (hereinafter referred to as "Xiayun"), Xinyu Xiaming Technology Partnership (Limited Partnership) (hereinafter referred to as "Xiaming"), and Xinyu Yuying Technology Partnership (Limited Partnership) (hereinafter referred to as "Yuying"), along with Xinyu Shunyu Technology Partnership (Limited Partnership) (hereinafter referred to as "Shunyu"), collectively hold a registered capital of RMB 23.71445 million in Sunlord Automotive (accounting for 19.49% of the total registered capital of Sunlord Automotive). Among this, the portion held by the employee shareholding platforms, amounting to RMB 13.857225 million (accounting for 11.39% of the total registered capital of Sunlord Automotive), will exit from 2026 to 2030. The exit capital will be repurchased by Sunlord Electronics or a wholly-owned subsidiary designated by Sunlord Electronics, with the repurchase price determined according to Article 16 of the Shareholding Management Measures. Accordingly, the repurchase price for 2026 is proposed to be RMB 16.44 per RMB 1 of registered capital of Sunlord Automotive.

  2. Since Mr. Yuan Jinyu, the executive partner and general partner of Shunyu, is the chairman of the Company; and Mr. Li Jiakai, the executive partner and general partner of Yunxing, Xiayun, and Xiaming, is a senior management member of the Company, Shunyu, Yunxing, Xiayun, and Xiaming are considered related parties of the Company. This transaction constitutes a related transaction, with the expected amount of related transactions in 2026 not exceeding (inclusive) RMB 73.8631 million.

  3. Review Procedures: On February 25, 2026, the Company held the 11th meeting of the independent directors of the 7th Board of Directors to review the proposal regarding the related transactions involved in the Core Employee Exit Plan and obtained unanimous consent from all independent directors. On February 26, 2026, the Company held the 21st meeting of the 7th Board of Directors to approve the proposal regarding the related transactions involved in the Core Employee Exit Plan, with related directors Mr. Yuan Jinyu, Mr. Shi Hongyang, Mr. Li Youyun, and Mr. Yuan Cong abstaining from voting. This matter still needs to be submitted to the shareholders' meeting for review.

  4. This transaction does not constitute a major asset restructuring as defined by the "Measures for the Administration of Major Asset Restructuring of Listed Companies" and does not constitute a restructuring listing.

  5. Other matters related to employee shareholding will be executed in accordance with the Shareholding Management Measures.

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