Securities Code: 002289
Securities Abbreviation: Shunfeng Electronics
Announcement Number: 2026-073
Announcement on Payment of Remaining Transaction Price and Debt Transfer Regarding Connected Transactions
The Company and the Board of Directors guarantee the truthfulness, accuracy, and completeness of the information disclosed herein, and are free from any false representations, misleading statements, or material omissions.
I. Overview of Connected Transactions
- Main Content of Connected Transactions
Shenzhen Shunfeng Electronics Co., Ltd. (hereinafter referred to as "the Company," "Shunfeng Electronics," or "the Listed Company") will pay cash to the counterparties, Kai Xing Co., Ltd. (Energy Sight Limited), Zheng Jia Co., Ltd. (Basic Venture Limited), and Shanghai Huizhi Top Management Consulting Co., Ltd. (collectively referred to as "the Counterparties") to purchase 100% of the equity of Zhong En Yun (Beijing) Data Technology Co., Ltd., Beijing Shen Hui Bi Yuan Cloud Computing Technology Co., Ltd., and Zhong En Yun (Beijing) Data Information Technology Co., Ltd. (collectively referred to as "the Target Companies").
As of the disclosure date of this announcement, the transfer procedures for the target assets involved in the above transactions have been completed. The Company has paid RMB 2,210 million of the transaction price to the Counterparties in accordance with the relevant agreements and transaction documents signed with the Counterparties. There is still RMB 1,140 million of the transaction price to be paid.
On June 30, 2026, the Sixth Board of Directors' Forty-third Meeting reviewed and approved the "Agreement on Payment of Remaining Transaction Price and Debt Transfer for the Cash Purchase of Assets of the Beijing Fangshan Zhong En Yun Data Center Project" signed by the Company, the Counterparties, and the Company's controlling shareholder. This agreement will take effect after being reviewed and approved by the Company's Fifth Extraordinary General Meeting of Shareholders in 2026. Within 15 days of the agreement taking effect, the Company will pay RMB 150 million of the transaction price in a lump sum to the designated collection account of the Counterparties. The payment obligation for the remaining transaction price of RMB 990 million will be transferred to the Company's controlling shareholder, Shanghai Fengwang Industrial Co., Ltd. (hereinafter referred to as "Shanghai Fengwang"). Shanghai Fengwang will irrevocably and gratuitously undertake the payment obligation for the aforementioned transaction price, and the Company will not pay any consideration to Shanghai Fengwang.
- Explanation of Connected Relationship
Shanghai Fengwang currently holds 84,048,068 shares of the Company, accounting for 29.99% of the Company's total share capital, and is the controlling shareholder of the Company. In accordance with the relevant provisions of the "Stock Listing Rules of the Shenzhen Stock Exchange," the gratuitous transfer of the remaining transaction price payment obligation by the Company to Shanghai Fengwang constitutes a connected transaction.
- Review of Connected Transactions
On June 30, 2026, the Company's Independent Directors' Special Meeting held its second meeting in 2026. All independent directors unanimously approved the "Proposal on Payment of Remaining Transaction Price and Debt Transfer Regarding Connected Transactions" with 3 votes in favor, 0 votes against, and 0 abstentions.
On the same day, the Company held the Forty-third Meeting of the Sixth Board of Directors and reviewed and approved the "Proposal on Payment of Remaining Transaction Price and Debt Transfer Regarding Connected Transactions." Among them, connected directors Mr. Ji Min and Ms. Zhang Jianyun abstained from voting on this proposal.
This proposal needs to be submitted to the Company's Fifth Extraordinary General Meeting of Shareholders in 2026 for review, and connected shareholders will abstain from voting on this proposal at that time.
- This connected 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 require approval from other relevant departments.