Guangdong Tongyu Communication Co., Ltd.
Announcement on External Investment to Purchase Equity
The Company and 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 Notice:
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Guangdong Tongyu Communication Co., Ltd. (hereinafter referred to as the "Company" or "Tongyu Communication") intends to use its own funds of RMB 300,000,000.00 to acquire approximately 25.00% of the equity of Shenzhen Jiaxian Communication Technology Co., Ltd. (hereinafter referred to as "Jiaxian Communication" or the "Target Company") through a share transfer agreement (corresponding to 18,152,657 shares, hereinafter referred to as the "Transaction"). The first phase involves acquiring 10,891,594 shares (approximately 15% of the Target Company's total share capital) in four installments, with a total payment of RMB 180,000,000.00. The second phase involves acquiring 7,261,063 shares (approximately 10% of the Target Company's total share capital) for a total payment of RMB 120,000,000.00. The Company has the right (but not the obligation) to decide whether to proceed within 3 months after the last installment of the first phase. Upon completion of this transaction, the Company is expected to hold approximately 25% of the Target Company's shares. The Target Company will not be included in the Company's consolidated financial statements.
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This transaction has been reviewed and approved by the Sixth Board of Directors' Sixth Meeting. In accordance with the "Shenzhen Stock Exchange Stock Listing Rules," "Shenzhen Stock Exchange Listed Company Self-Regulatory Management Guidelines No. 1 - Standardized Operation of Main Board Listed Companies," and other relevant laws and regulations and the "Articles of Association," this transaction falls within the scope of the Board of Directors' approval authority and does not require submission to the Company's shareholders' meeting for approval. This transaction does not constitute a related-party transaction, nor does it constitute a major asset restructuring as defined by the "Measures for the Administration of Major Asset Restructuring of Listed Companies."
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This transaction is subject to the approval of shareholders holding more than two-thirds of the voting rights of all shares of the Target Company, the waiver of special shareholder rights, the completion of the Company's due diligence and acceptance of its results, the effectiveness of relevant shareholder agreements, and the completion of internal approvals and information disclosure by the Company. Therefore, the successful implementation of this transaction is uncertain.
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This transaction adopts a phased delivery arrangement. The delivery, transfer, and industrial and commercial change of the target shares are subject to uncertainty regarding their successful completion. Investors are kindly advised to invest rationally, make prudent decisions, and be aware of investment risks.
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The production and operation of the Target Company may be affected by factors such as the macroeconomic environment, industry trends, and market changes, and its future operating performance is uncertain.