Beijing Ke Rui Group Co., Ltd.
Announcement Number: 2026-053
Announcement on the Acquisition of 51% Equity in Anhui Zhishanghe Technology Co., Ltd.
The Company and all members of the Board of Directors guarantee that the content of the information disclosure is true, accurate, and complete, and there are no false records, misleading statements, or major omissions.
Risk Warning:
This transaction may involve significant uncertainties and approval risks, risks of failure to meet performance commitments, risks of high asset valuation and goodwill impairment, risks of profit volatility, risks of high customer concentration, risks of intensified market competition, risks of technological iteration and product upgrades, risks of acquisition and integration, and risks of corporate governance and internal control. Please refer to the relevant content in the risk warning section of "Seven, Objectives of This Transaction, Impact on the Company, and Risk Warning" in this announcement for details.
Beijing Ke Rui Group Co., Ltd. (hereinafter referred to as the "Company" or "Beijing Ke Rui") held its 23rd meeting of the Eighth Board of Directors on August 7, 2026, and approved the "Proposal on the Acquisition of 51% Equity in Anhui Zhishanghe Technology Co., Ltd.". The specific matters are hereby announced as follows:
I. Transaction Overview
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To achieve horizontal industrial extension and to expand and lay out integrated products and services for thermal management in electrochemical energy storage and smart data centers, the Company intends to use its own funds or funds raised through other channels to acquire 51% of the equity in Anhui Zhishanghe Technology Co., Ltd. (hereinafter referred to as the "Target Company" or "Anhui Zhishanghe") held by Hefei Qingyunzhi Industrial Investment Co., Ltd. and Zhou Linggang, with a transaction amount of RMB 19,023.00 million. Upon completion of this equity transaction, Anhui Zhishanghe will become a controlling subsidiary of the Company and will be included in the Company's consolidated financial statements.
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This transaction does not involve related-party transactions and does not constitute a major asset restructuring as defined by the "Administrative Measures for Major Asset Restructuring of Listed Companies". As the net profit of the target company in the most recent accounting year accounts for more than 50% of the net profit of the listed company in the most recent accounting year, according to the "Shenzhen Stock Exchange Stock Listing Rules", "Articles of Association", and other relevant regulations, this transaction matter needs to be submitted to the shareholders' meeting for deliberation after being deliberated and approved by the Board of Directors. Other shareholders with preemptive rights to the target company's equity have waived their preemptive rights.
II. Basic Information of the Counterparty to the Transaction
(I) Counterparty One
- Basic Information
Name: Hefei Qingyunzhi Industrial Investment Co., Ltd.
Legal Representative: Zhou Linggang
Unified Social Credit Code: 91340123MAD943JG0X
Date of Establishment: December 22, 2023
Registered Capital: RMB 11.25 million
Business Term: December 22, 2023, to long-term
Enterprise Type: Limited Liability Company (Natural Person Investment or Holding)
Address: No. 28, Intersection of Dakanggang Road and Shacheng Road, Economic Development Zone, Feixi County, Hefei City, Anhui Province
Business Scope: General items: Investment activities with own funds; enterprise management; enterprise management consulting; business agency and proxy services; engineering management services; technology services, technology development, technology consulting, technology exchange, technology transfer, technology promotion; information consulting services (excluding licensed information consulting services) (except for licensed businesses, legally prohibited or restricted projects can be operated independently).
- Equity Structure of Counterparty One
| Shareholder Name | Contribution Amount (RMB Million) | Contribution Ratio |
|---|---|---|
| Zhou Linggang | 1,000 | 88.8889% |
| Hu Jing | 125 | 11.1111% |
| Total | 1,125 | 100.00% |