Announcement Regarding the Provisional Notice of Agreement to Acquire Part of the Shares of Beijing Zhongshi Weiye Technology Co., Ltd.
The company and the entire board of directors guarantee that the information disclosed is true, accurate, and complete, and contains no false records, misleading statements, or major omissions.
Special Notice
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Based on recognition of the long-term investment value of Beijing Zhongshi Weiye Technology Co., Ltd. (hereinafter referred to as "Zhongshi Technology" or the "Target Company"), Zhongjiu Chuangchuang Co., Ltd. (hereinafter referred to as "the Company" or "this Company") signed the "Share Transfer Agreement between Wu Xiaoning, Ye Lu, and HAN WU (Wu Han) and Zhongjiu Chuangchuang Co., Ltd. regarding the Share Transfer of Beijing Zhongshi Weiye Technology Co., Ltd." (hereinafter referred to as the "Share Transfer Agreement") with the controlling shareholders of Zhongshi Technology, Mr. Wu Xiaoning, Ms. Ye Lu, and Mr. HAN WU (Wu Han) (hereinafter referred to as the "Transferors") on August 13, 2026. The Company intends to acquire 31,372,504 shares of the Target Company held by the Transferors (tradable shares without trading restrictions) through an agreement in cash, accounting for 10.47% of the total share capital of Zhongshi Technology (hereinafter referred to as "this Transaction," "this Equity Change," or "this Agreement Transfer"). The share transfer price is RMB 55.70 per share, and the total share transfer price is RMB 1,747,448,473 (in words: One Billion Seven Hundred Forty-Seven Million Four Hundred Forty-Four Thousand Eight Hundred Forty-Seven RMB). Prior to this transaction, the Company held no shares in Zhongshi Technology; after this transaction, the Company will hold a total of 31,372,504 shares in Zhongshi Technology, accounting for 10.47% of Zhongshi Technology's total share capital.
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This transaction does not constitute a related-party transaction, nor does it constitute a major asset restructuring as stipulated by the "Administrative Measures for Major Asset Restructuring of Listed Companies."
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This transaction falls within the scope of the Company's President's approval authority for external investments and does not require approval from the Board of Directors or the Shareholders' Meeting. This agreement transfer is subject to a compliance review by the Shenzhen Stock Exchange before the share transfer registration can be processed at China Securities Depository and Clearing Corporation Limited Shenzhen Branch (hereinafter referred to as "ChinaClear Shenzhen Branch"). The completion of this transaction is uncertain, and investors are advised to pay attention to investment risks.
I. Overview of the Transaction
(I) Basic Information of the Agreement Transfer
Based on recognition of the long-term investment value of Zhongshi Technology, the Company signed the "Share Transfer Agreement" with the controlling shareholders of Zhongshi Technology, Mr. Wu Xiaoning, Ms. Ye Lu, and Mr. HAN WU (Wu Han) on August 13, 2026. The Company intends to acquire 31,372,504 shares of the Target Company held by the Transferors (tradable shares without trading restrictions) through an agreement in cash, accounting for 10.47% of the total share capital of Zhongshi Technology (hereinafter referred to as "this Transaction," "this Equity Change," or "this Agreement Transfer"). The share transfer price is RMB 55.70 per share, and the total share transfer price is RMB 1,747,448,473 (in words: One Billion Seven Hundred Forty-Seven Million Four Hundred Forty-Four Thousand Eight Hundred Forty-Seven RMB). Prior to this transaction, the Company held no shares in Zhongshi Technology; after this transaction, the Company will hold a total of 31,372,504 shares in Zhongshi Technology, accounting for 10.47% of Zhongshi Technology's total share capital.
The funds for this external investment come from the Company's own funds or self-raised funds.