Shanghai Hongda New Materials Co., Ltd.
Announcement Regarding Proposed Change of Controlling Shareholder and Actual Controller
The company and the entire board of directors guarantee that the information disclosed is true, accurate, and complete, and contains no false records, misleading statements, or major omissions.
Special Reminders:
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Shanghai Hongda New Materials Co., Ltd. (hereinafter referred to as the "Company") plans to issue no more than 129,742,733 shares (inclusive) (hereinafter referred to as the "This Issuance") to Jumei (Urumqi) Technology Co., Ltd. (hereinafter referred to as "Jumei Technology"). The total amount of capital raised from this issuance will not exceed RMB 600,000,000 (inclusive). Upon completion of this issuance, the Company's controlling shareholder and actual controller will change.
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The Company's Eleventh Meeting of the Seventh Board of Directors reviewed and approved the "Proposal on the Company's Plan for Issuing A Shares to Specific Objects in 2026," "Proposal on the Company Signing a Conditional Share Subscription Agreement with a Specific Object and Related Party Transaction Matters," and other proposals related to this issuance. The independent directors' special meeting has reviewed the related party transactions involved in this issuance. The related party transactions involved in the Company's issuance to specific objects still need to be submitted for shareholder approval.
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This issuance is subject to approval by the Company's shareholders' meeting, review and approval by the Shenzhen Stock Exchange (hereinafter referred to as the "SZSE"), and registration approval by the China Securities Regulatory Commission (hereinafter referred to as the "CSRC"). There is uncertainty regarding whether these approvals will be obtained and the timeline for obtaining them.
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Before this issuance, the Company's controlling shareholder and actual controller was Mr. Zhu Enwei. After this issuance, the listed company's controlling shareholder will become Jumei Technology, and the actual controller will become Lin Rong Sheng.
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If this issuance is successfully completed, the Company's controlling shareholder and actual controller will change. There is uncertainty regarding whether the aforementioned matters will be approved and successfully implemented. Investors are kindly advised to pay attention to investment risks.
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Jumei Technology has made commitments regarding the lock-up and pledge of shares obtained from this issuance, as well as the listed company's asset restructuring and future strategic development after this issuance. For details, please refer to "V. Other Matters."
I. Basic Situation of Change of Control
The Company convened the Eleventh Meeting of the Seventh Board of Directors on July 23, 2026, and reviewed and approved the "Proposal on the Company's Plan for Issuing A Shares to Specific Objects in 2026" and the "Proposal on the Company Signing a Conditional Share Subscription Agreement with a Specific Object and Related Party Transaction Matters," among other proposals related to this issuance.
On July 23, 2026, the Company signed the "Conditional Share Subscription Agreement for Issuing A Shares to Specific Objects between Shanghai Hongda New Materials Co., Ltd. and Jumei (Urumqi) Technology Co., Ltd." (hereinafter referred to as the "Conditional Share Subscription Agreement") with Jumei Technology. Jumei Technology plans to subscribe for the Company's shares in this issuance in cash.
Before this issuance, the Company's controlling shareholder and actual controller was Zhu Enwei. His shareholding situation, along with his concerted parties Jiangsu Weilun Investment Management Co., Ltd., Gong Jinni, and Zhu Yanmei, is as follows:
| Shareholder | Relationship with Zhu Enwei | Number of Shares Held (10,000 shares) | Shareholding Ratio |
|---|---|---|---|
| Zhu Enwei | Himself | 9,741.06 | 22.52% |
| Weilun Investment | Enterprise controlled by Zhu Enwei | 2,832.51 | 6.55% |
| Gong Jinni | Zhu Enwei's mother | 227.65 | 0.53% |
| Zhu Yanmei | Zhu Enwei's sister | 106.05 | 0.25% |
| Total | 12,907.28 | 29.85% |