Lingda Group Co., Ltd.
Announcement on Capital Increase and Waiver of Preemptive Rights for Wholly-Owned Subsidiary
The Company and all members of the Board of Directors guarantee that the information disclosed is true, accurate, and complete, and that there are no false records, misleading statements, or material omissions.
I. Overview of the Transaction
To further optimize the equity structure, improve the long-term incentive mechanism, attract and retain outstanding talents, and fully mobilize the stability and work enthusiasm of the management and core backbone personnel, Lingda Group Co., Ltd. (hereinafter referred to as the "Company")'s wholly-owned subsidiary, Hubei Changjing Huaxin Semiconductor Technology Co., Ltd. (hereinafter referred to as "Changjing Huaxin"), plans to introduce the core team's shareholding platform, Wuhan Zhongxin Technology Partnership (Limited Partnership) (hereinafter referred to as "Wuhan Zhongxin"), through a capital increase and share expansion. Wuhan Zhongxin plans to inject RMB 22.5 million in cash (hereinafter referred to as "this capital increase"), and the entire amount of this capital increase will be added to the registered capital.
The Company plans to waive its preemptive rights for this capital increase. After the capital increase, the registered capital of Changjing Huaxin will increase from RMB 27.5 million to RMB 50 million. Wuhan Zhongxin's shareholding ratio will be 45%, and the Company's shareholding ratio in Changjing Huaxin will change from 100% to 55%. Changjing Huaxin will remain a controlled subsidiary within the scope of the Company's consolidated financial statements. The transaction price for this capital increase is fair, meets the Company's actual operational needs, and will have a positive impact on the Company's long-term development, without harming the interests of the Company and its shareholders.
The Company held the seventh meeting of the seventh Board of Directors on June 12, 2026, and deliberated and approved the "Proposal on Capital Increase and Waiver of Preemptive Rights for Wholly-Owned Subsidiary." According to the "Shenzhen Stock Exchange GEM Stock Listing Rules," "Articles of Association," and other relevant regulations, this transaction is within the scope of the Board of Directors' approval authority and does not require submission to the shareholders' meeting for deliberation. This capital increase 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."
II. Basic Information of the Counterparty