Stock Code: 002238 Stock Abbreviation: Tianwei Vision Announcement Number: 2026-018
Announcement of Shenzhen Tianwei Vision Co., Ltd. Regarding Wholly-Owned Subsidiary Shenzhen Guangdian Network Co., Ltd. Acquiring 49% Equity of Shenzhen Changtai Media Co., Ltd.
The Company and all members of the Board of Directors guarantee that the information disclosed is true, accurate, and complete, and contains no false records, misleading statements, or significant omissions.
Special Reminder:
- Shenzhen Tianwei Vision Co., Ltd. (hereinafter referred to as the "Company" or "Tianwei Company")'s wholly-owned subsidiary, Shenzhen Guangdian Network Co., Ltd. (hereinafter referred to as "Guangdian Network"), intends to acquire 49% of the equity of Shenzhen Changtai Media Co., Ltd. (hereinafter referred to as "Changtai Media" or "Target Company") held by Shenzhen Zhenhua High-tech Electronics Co., Ltd. (hereinafter referred to as "Zhenhua High-tech") for a transaction price of RMB 11.76 million (hereinafter referred to as the "Transaction").
- The Transaction does not constitute a related-party transaction, nor does it constitute a major asset restructuring as defined by the "Administrative Measures for Major Asset Restructuring of Listed Companies."
- The Transaction falls within the scope of the Company's Board of Directors' approval authority and does not require submission to the shareholders' meeting for deliberation.
- The asset valuation project for the entire equity interest of the target company involved in this transaction has completed the filing procedures for state-owned asset valuation.
- Upon completion of the Transaction, the target company may face policy and regulatory risks, risks related to license renewal, market competition and substitution risks, etc. Investors are advised to make prudent decisions and be aware of investment risks.
I. Transaction Overview
(I) Basic Situation of the Transaction To optimize the Company's business layout, enhance its overall competitiveness in the hotel-related business in Guangdong Province, and increase company profits, help preserve and increase the value of state-owned assets, consolidate the Company's overall competitive advantage, and solidify sustainable development capabilities. Guangdian Network intends to acquire 49% of the equity of Changtai Media held by Zhenhua High-tech for a transaction price of RMB 11.76 million. This transaction does not constitute a related-party transaction, nor does it constitute a major asset restructuring as defined by the "Administrative Measures for Major Asset Restructuring of Listed Companies."
(II) Deliberation of the Transaction On April 20, 2026, the Company held the 14th meeting of the 9th Board of Directors, which deliberated and approved the "Proposal on the Acquisition of 49% Equity of Shenzhen Changtai Media Co., Ltd. by Wholly-Owned Subsidiary Shenzhen Guangdian Network Co., Ltd." by 11 votes in favor, 0 votes against, and 0 abstentions. The Board authorized the Company's management to handle relevant matters of this transaction (including but not limited to signing the "Equity Transfer Agreement," subsequent asset handover, and industrial and commercial change registration procedures, etc.). The authorization period is from the date of the Board's approval until the completion of all industrial and commercial registration change procedures for Changtai Media.
In accordance with the "Shenzhen Stock Exchange Stock Listing Rules" and the Company's "Articles of Association," this transaction is within the decision-making authority of the Company's Board of Directors and does not require submission to the Company's shareholders' meeting for deliberation. The asset valuation project for the entire equity interest of the target company involved in this transaction has completed the filing procedures for state-owned asset valuation.
II. Basic Information of the Counterparty to the Transaction