Securities Code: 003001 Securities Abbreviation: Zhongyan Great Wall Announcement Number: 2026-045
Beijing Zhongyan Great Wall Technology Co., Ltd.
Announcement on Signing Equity Acquisition Framework Agreement
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 major omissions.
Special Reminders:
-
Beijing Zhongyan Great Wall Technology Co., Ltd. (hereinafter referred to as "the Company," "the Company," or "this Company") intends to acquire 60% of the equity of Shenzhen Xinhuan Yu Jinggong Technology Co., Ltd. (hereinafter referred to as "Xinhuan Yu" or "the Target Company") through a combination of cash acquisition and capital increase (the specific acquisition and capital increase ratio and plan are subject to the transaction agreement to be formally signed by all parties, hereinafter referred to as "this Transaction"). The Target Company has committed that its net profit attributable to the parent company's shareholders after deducting non-recurring gains and losses on a consolidated basis from 2026 to 2028 will be no less than RMB 100 million. Upon completion of this Transaction, the Target Company will become a controlling subsidiary of the Company.
-
This Transaction involves significant uncertainty. The framework agreement signed this time is a preliminary intention reached between the listed company and the transaction counterparties regarding equity acquisition and capital increase. The transaction counterparties still need to further negotiate whether to sign a formal agreement based on the results of audits, valuations, etc., and whether it can be successfully reached is still uncertain. The Company will fulfill the corresponding decision-making procedures and information disclosure obligations in a timely manner based on the progress of the transaction. Investors are advised to make prudent decisions and pay attention to investment risks.
-
According to the "Shenzhen Stock Exchange Stock Listing Rules," "Shenzhen Stock Exchange Listed Company Self-Regulatory Management Guide No. 1 - Standardized Operation of Main Board Listed Companies," and other relevant regulations, combined with the information currently available, this Transaction does not constitute a related-party transaction, nor is it expected to constitute a major asset restructuring as defined by the "Measures for the Administration of Major Asset Restructuring of Listed Companies."
I. Overview of This Transaction
After careful research and discussion, the Company's management believes that the PCB drill bit and tool industry, where the Target Company is located, has good development prospects and significant development space. The Company intends to make a strategic layout in related fields to find new profit growth points and promote the Company's sustained future development. On July 16, 2026, the Company signed the "Framework Agreement for the Acquisition of Shenzhen Xinhuan Yu Jinggong Technology Co., Ltd." with Shenzhen Xinhuan Yu Jinggong Technology Co., Ltd. and the main shareholders of Xinhuan Yu, Li Kunlun and Shenzhen Microcrystal Investment Partnership (Limited Partnership). The Company intends to acquire 36% of the equity held by the original shareholders of the Target Company at a pre-investment valuation of RMB 250 million, with a consideration of RMB 90 million. The Company intends to inject RMB 150 million in cash into the Target Company at a pre-investment valuation of RMB 250 million, obtaining 37.5% of the equity after the capital increase. Upon completion of the aforementioned equity transfer and capital increase expansion, the Company will hold a total of 60% of the equity in the Target Company. The Target Company has committed that its net profit attributable to the parent company's shareholders after deducting non-recurring gains and losses on a consolidated basis from 2026 to 2028 will be no less than RMB 100 million. Upon completion of this Transaction, the Target Company will become a controlling subsidiary of the Company.