Zhejiang Meida Industrial Co., Ltd.
Announcement Regarding Signing of Share Transfer Agreement by Controlling Shareholder, Actual Controller, and Proposed Change of Control
The company and all members of its board of directors guarantee the content of the information disclosure is true, accurate, and complete, and that there are no false records, misleading statements, or major omissions.
Key Content Reminder:
Before the change in equity, controlling shareholders and actual controllers Mr. Xia Zhisheng and Mr. Xia Ding directly held 136,980,500 shares and 135,616,000 shares of the Company (accounting for 21.20% and 20.99% of the total share capital, respectively). Ms. Xia Lan directly held 66,000,000 shares of the Company (accounting for 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 "Administrative Measures for the Acquisition of Listed Companies," the aforementioned shareholders are considered concerted parties. Mr. Xia Zhisheng, Mr. Xia Ding, and Ms. Xia Lan collectively hold 338,596,500 shares of the Company (accounting for 52.41% of the total share capital) and are collectively the controlling shareholders of the Company. Ms. Bao Yihong (wife of Mr. Xia Zhisheng) together with these three shareholders are 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 Meida Industrial Co., Ltd." (hereinafter referred to as the "Share Transfer Agreement") with Shenzhen Xinglan Investment Partnership (Limited Partnership) (hereinafter referred to as "Shenzhen Xinglan"). Mr. Xia Zhisheng and Mr. Xia Ding will transfer 91,739,335 shares and 102,011,554 shares of the Company, respectively, to Shenzhen Xinglan (accounting for 14.20% and 15.79% of the total share capital, respectively) through an agreement transfer. Upon completion of this transfer, Shenzhen Xinglan will directly hold 193,750,889 shares of the Company (accounting for 29.99% of the total share capital). The share transfer price is RMB 6.656 per share.
Change of Control: After this equity change, Shenzhen Xinglan will directly hold 29.99% of the Company's shares and the corresponding voting rights, and Shenzhen Xinglan will become the new controlling shareholder of the Company. Xinglan Innovation (Shenzhen) Technology Co., Ltd. (hereinafter referred to as "Xinglan Innovation") is the controlling shareholder of Xinglan Investment's general partner, Xing Shang Innovation Technology (Shenzhen) Co., Ltd. (hereinafter referred to as "Xing Shang Innovation"). The actual controller of Xing Shang Innovation is Mr. Zhang Haizheng, thus Mr. Zhang Haizheng is the actual controller of Shenzhen Xinglan. After this equity change, Mr. Zhang Haizheng will become the actual controller of the Company.
Transferors Mr. Xia Zhisheng, Mr. Xia Ding, and their concerted party Ms. Xia Lan's commitment regarding share lock-up:
Within thirty-six (36) months from the date of completion of this share transfer (i.e., the date of obtaining the "Confirmation Letter of Share Transfer Registration"), the transferors will not directly or indirectly transfer the remaining shares in any way. Any shares of the Company increased due to reasons such as bonus shares or capital reserve to increase share capital will also be subject to this lock-up period.
Transferee Shenzhen Xinglan's commitment: Except as otherwise required by laws, regulations, normative documents, or regulatory authorities, the Company will not transfer the shares of the Company acquired through this share transfer to any other party within sixty (60) months from the date of registration of the share transfer to its name. Furthermore, within thirty-six (36) months from the date of registration of the share transfer to its name, the Company will not pledge the shares of the Company acquired through this share transfer. The transfer of shares of the Company between the Company and enterprises under its control is not restricted by this commitment, but shall comply with the relevant regulations of the "Administrative Measures for the Acquisition of Listed Companies."