Announcement on Transfer of Shares by Controlling Shareholder and Shareholder Holding Over 5% and Change in Equity
The company and all members of the board of directors guarantee that the information disclosed is true, accurate, and complete, and there are no false records, misleading statements, or major omissions.
Key Content Reminder:
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Chengdu Tianjian Technology Co., Ltd. (hereinafter referred to as "the Company") controlling shareholder and shareholder holding over 5% Mr. Lou Jianyong and Mr. Chen Yong (hereinafter referred to as "the Transferor") signed the "Share Transfer Agreement" with Chengdu Junxiang Tairui Enterprise Management Center (Limited Partnership) (hereinafter referred to as "Junxiang Tairui" or "the Transferee") on July 26, 2026. The agreement stipulates that the Transferor will transfer a total of 17,745,000 unrestricted tradable shares of the Company (accounting for 14.7727% of the total share capital) to the Transferee through an agreement transfer. After the completion of this agreement transfer, the Transferee will hold 17,745,000 shares of the Company, accounting for 14.7727% of the total share capital, becoming a shareholder holding over 5% of the Company's shares.
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This agreement transfer is subject to a compliance review by the Shenzhen Stock Exchange before it can be processed for the transfer of shares at China Securities Depository and Clearing Corporation Limited Shenzhen Branch (hereinafter referred to as "ChinaClear Shenzhen Branch"). The completion of this transfer is uncertain. Investors are advised to pay attention to investment risks.
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This agreement transfer matter is subject to a compliance opinion from the Shenzhen Stock Exchange and the completion of the share transfer registration procedures at ChinaClear Shenzhen Branch. The completion of this transaction is uncertain.
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It is uncertain whether the Transferee will introduce business resources to the Company in the future, whether the two parties can carry out substantive business cooperation, and the effectiveness of such cooperation. The Company's existing main business and profitability will not change directly due to this transaction.
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The Company's stock is currently subject to a delisting risk warning. If the Company's audited financial indicators for the year 2026 meet the conditions for termination of listing stipulated in the "Shenzhen Stock Exchange Stock Listing Rules," the Company's stock will face the risk of termination of listing. Investors are advised to invest rationally and pay attention to investment risks.
I. Overview of the Agreement Transfer
(I) Basic Situation of the Agreement Transfer
The Company recently received notification from its controlling shareholder and shareholder holding over 5% Mr. Lou Jianyong and Mr. Chen Yong that Mr. Lou Jianyong and Mr. Chen Yong signed the "Share Transfer Agreement" with Junxiang Tairui on July 26, 2026, intending to transfer a total of 17,745,000 shares of the Company (unrestricted tradable shares), accounting for 14.7727% of the total share capital, to Junxiang Tairui at a price of RMB 19.89 per share. The total transaction price for this share transfer is RMB 352,948,050. There is no related party relationship between the transferor and the transferee, and this agreement transfer does not constitute a related party transaction.
The shareholding situation of the parties involved before and after this agreement transfer is as follows:
| Shareholding Entity | Before Agreement Transfer | After Agreement Transfer |
|---|---|---|
| Name | Number of Shares Held | Percentage of Total Share Capital |
| Lou Jianyong | 43,260,000 | 36.0140% |
| Chen Yong | 27,720,000 | 23.0769% |
| Junxiang Tairui | 0 | 0 |