Securities Code: 002677
Securities Abbreviation: Zhejiang Great Wall
Announcement Number: 2026-033
Zhejiang Great Wall Industrial Co., Ltd.
Announcement Regarding Signing of Share Transfer Agreement by Controlling Shareholder and Actual Controller, and Proposed Change of Control
The Company and all members of the Board of Directors guarantee that the information disclosed is true, accurate, and complete, and that there are no false records, misleading statements, or major omissions.
Key Information Reminder:
Prior to this change in equity, Zhejiang Great Wall Industrial Co., Ltd. (hereinafter referred to as "the Company" or "the Listed Company") controlling shareholders, Mr. Xia Zhisheng and Mr. Xia Ding, directly held 136,980,500 shares and 135,616,000 shares of the Company (representing 21.20% and 20.99% of the total share capital, respectively). Ms. Xia Lan directly held 66,000,000 shares of the Company (representing 10.22% of the total share capital). Mr. Xia Ding is the son of Mr. Xia Zhisheng, and Ms. Xia Lan is the daughter of Mr. Xia Zhisheng. According to the "Measures for the Administration of the Takeover of Listed Companies," the aforementioned shareholders are considered persons acting in concert. Mr. Xia Zhisheng, Mr. Xia Ding, and Ms. Xia Lan collectively held 338,596,500 shares of the Company (representing 52.41% of the total share capital) and were jointly the controlling shareholders of the Company. Mr. Xia Zhisheng, Ms. Xia Lan, and Ms. Bao Yihong (wife of Mr. Xia Zhisheng) were jointly the actual controllers of the Company.
Transaction Plan: On July 16, 2026, the Company's controlling shareholders and actual controllers, Mr. Xia Zhisheng and Mr. Xia Ding, jointly signed the "Share Transfer Agreement Regarding Zhejiang Great Wall Industrial Co., Ltd." (hereinafter referred to as the "Share Transfer Agreement") with Shenzhen Xinglan Tu Industrial Investment Partnership (Limited Partnership) (hereinafter referred to as "Shenzhen Xinglan Tu"). Mr. Xia Zhisheng and Mr. Xia Ding will transfer 91,739,335 shares and 102,011,554 shares of the Company to Shenzhen Xinglan Tu, respectively (representing 14.20% and 15.79% of the total share capital, respectively). Upon completion of this transfer, Shenzhen Xinglan Tu will directly hold 193,750,889 shares of the Company (representing 29.99% of the total share capital). The transfer price for these shares is RMB 6.656 per share, and the total transfer price is RMB 1,289,605,917.18.
Change of Control: Following this change in equity, Shenzhen Xinglan Tu will directly hold 29.99% of the Company's shares and the corresponding voting rights, and Shenzhen Xinglan Tu will become the controlling shareholder of the Company. Xing Shang Innovation Technology (Shenzhen) Co., Ltd. (hereinafter referred to as "Xing Shang Innovation") is the controlling shareholder of Xinglan Tu (Shenzhen) Technology Co., Ltd. (hereinafter referred to as "Xinglan Tu"), which is the general partner of Shenzhen Xinglan Tu. Mr. Zhang Haizheng is the actual controller of Xing Shang Innovation, and thus Mr. Zhang Haizheng is the actual controller of Shenzhen Xinglan Tu. Following this change in equity, Mr. Zhang Haizheng will become the actual controller of the Company.
Commitment on Share Lock-up by Transferors Mr. Xia Zhisheng, Mr. Xia Ding, and their concert party Ms. Xia Lan: For a period of thirty-six months from the date of completion of this share transfer (i.e., the date of obtaining the "Confirmation Letter of Share Transfer Registration"), the pledgors shall not transfer the remaining shares in any way, directly or indirectly. Any shares of the Company increased due to bonus shares, capital reserve conversion into share capital, etc., shall also be subject to this lock-up period.