Securities Code: 002828 Securities Abbreviation: Beken Energy Announcement Number: 2026-052
Beken Energy Holding Group Co., Ltd.
Announcement Regarding Signing of Share Transfer Agreement by Controlling Shareholder and Proposed Change of Control
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.
Key Information Summary:
- Transaction Plan: Beken Energy Holding Group Co., Ltd. (hereinafter referred to as "Listed Company," "Beken Energy," or "Company"), its controlling shareholder, and actual controller Mr. Chen Pinggui and his spouse Ms. Anhua Sun have signed the "Share Transfer Agreement of Beken Energy Holding Group Co., Ltd." (hereinafter referred to as the "Share Transfer Agreement"). Ningji Technology (Shanghai) Co., Ltd. (hereinafter referred to as "Ningji Technology") will acquire 26,455,372 shares held by Mr. Chen Pinggui and Ms. Anhua Sun, representing 13.16% of the Company's total share capital.
This transaction will be implemented in two phases: Phase 1 transaction involves Ningji Technology acquiring 23,410,682 shares of Beken Energy from Mr. Chen Pinggui via an agreement transfer, representing 11.65% of the Company's total share capital. The transfer price is RMB 17.42 per share, with a total transfer price of RMB 407.75 million. Phase 2 transaction involves Ms. Anhua Sun transferring her 3,044,690 shares of Beken Energy, representing 1.51% of the Company's total share capital, to Ningji Technology via a block trade on the first trading day after the full lifting of restrictions (hereinafter referred to as the "Base Date"), at the closing price of the trading day prior to the Base Date.
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Change of Control: Upon completion of this transfer, the Company's controlling shareholder will change from Mr. Chen Pinggui to Ningji Technology, and the actual controller will change from Mr. Chen Pinggui to Mr. Pan Tao.
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Share Lock-up: Ningji Technology has provided an undertaking that the shares acquired in this equity change will not be transferred within 60 months from the date of completion of share registration. Any additional shares of the Company obtained during the lock-up period due to company bonus share issues, capital reserve transfers, etc., shall also be subject to the same lock-up period arrangements. The transferee also undertakes not to pledge these shares within 36 months from the date of completion of share transfer registration.
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Source of Funds: The source of funds for this equity change is solely Ningji Technology's legal own funds or self-raised funds. Own funds account for no less than 80%. There are no arrangements involving entrusted shareholding, structured arrangements, or asset management products. The funds do not originate directly or indirectly from the Company or its related parties. Funds are not obtained through asset swaps or other transactions with the Company. There are no arrangements for financial support, compensation, promised returns, or other agreements provided by the Company, its controlling shareholder, or actual controller, directly or indirectly, or through their related parties.
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Future Business Adjustments: Ningji Technology currently has no plans to change the Company's main business or make significant adjustments to its main business within the next 12 months. Within 36 months after the completion of this transaction, Ningji Technology has no plans for restructuring involving injecting related assets into the Company or its subsidiaries.
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Risk Warning: This equity change is subject to the confirmation of compliance from the Shenzhen Stock Exchange (hereinafter referred to as "SZSE") and the completion of share transfer registration procedures at China Securities Depository and Clearing Corporation Limited Shenzhen Branch. The successful implementation and outcome of this change of control are subject to significant uncertainty. Investors are advised to pay attention to investment risks.