Securities Code: 300242
Securities Abbreviation: Jia Yun Technology
Announcement No.: 2026-039
Guangdong Jia Yun Technology Co., Ltd.
Announcement Regarding Signing of Share Transfer Agreement by Controlling Shareholder and Proposed Change of Company Control
The Company and all members of the Board of Directors guarantee the truthfulness, accuracy, and completeness of the information disclosed, and there are no false records, misleading statements, or major omissions.
Key Information Highlights:
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Transaction Plan: Guangdong Jia Yun Technology Co., Ltd. (hereinafter referred to as "the Company") controlling shareholder Hainan Xinyu Hang Investment Co., Ltd. (hereinafter referred to as "Hainan Xinyu Hang", "the Transferor") has signed the "Share Transfer Agreement of Guangdong Jia Yun Technology Co., Ltd." (hereinafter referred to as the "Share Transfer Agreement") with Shenzhen Ruineng Industrial Co., Ltd. (hereinafter referred to as "Ruineng Shares", "the Transferee"). Hainan Xinyu Hang intends to transfer 116,187,061 shares of the Company it holds to Ruineng Shares through an agreement transfer, representing 18.31% of the Company's total share capital. The transfer price is RMB 5.0287 per share, with a total transfer price of RMB 584,269,874.00.
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Change of Control: Upon completion of this agreement transfer, Ruineng Shares will become the controlling shareholder of the Company, and the actual controllers will change to Mao Guangpu and Li Li.
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Share Lock-up: The transferee 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 the transfer registration. Any shares of the Company that increase during the lock-up period due to bonus share issuance, capital reserve to increase share capital, etc., shall also be subject to the aforementioned restrictions. The transferee also undertakes not to pledge these shares within 36 months from the date of completion of the share transfer registration.
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Source of Funds: The funds for this equity change come from the transferee's own funds or self-raised funds. Self-raised funds may include obtaining merger and acquisition loans from banks. The source of funds for this equity change is legal and compliant, in accordance with relevant laws, regulations, and the regulations of the China Securities Regulatory Commission, and does not originate directly or indirectly from the Company or its related parties, nor is it obtained through asset swaps or other transactions with the Company.
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Future Business Adjustments and Plans: The transferee has no plans to change the Company's main business within the next 12 months, which would fundamentally alter its main business. The transferee will consolidate and improve the quality of existing business operations and explore new business opportunities in accordance with the principle of benefiting the Company's long-term development and the interests of all shareholders. Within 36 months after the completion of this transaction, the transferee has no plans to inject assets into the listed company.
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Risk Warning: This equity change is conducted through an agreement transfer. The agreement transfer is subject to: the transferee completing the relevant procedures, obtaining compliance confirmation from the Shenzhen Stock Exchange, and completing the share transfer registration procedures at China Securities Depository and Clearing Corporation Limited Shenzhen Branch. There is uncertainty regarding whether the approval procedures can be passed and the time required. Investors are advised to pay attention to relevant risks.
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This share transfer does not involve a mandatory bid or constitute a related party transaction. The signing of the "Share Transfer Agreement" will not adversely affect the Company's continuous and stable operation, nor will it harm the interests of the Company and other shareholders.
I. Details of the Proposed Change of Control