Securities Code: 300331 Securities Abbreviation: SuDaWeige Announcement Number: 2026-039
Suzhou SuDaWeige Technology Group Co., Ltd.
Notice of Proposed Agreement to Transfer Part of Shares by Controlling Shareholder, Actual Controller, and Shareholder Holding Over 5% and Change in Equity
The company's controlling shareholder, actual controller, Mr. Chen Linsen, and shareholder holding over 5%, Mr. Yu Zhangxing, guarantee that the information content provided to this company is true, accurate, and complete, and contains no false records, misleading statements, or material omissions.
The company and the entire board of directors guarantee that the content of this announcement is consistent with the information provided by the information disclosure obligors.
Special Notice:
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Suzhou SuDaWeige Technology Group Co., Ltd. (hereinafter referred to as the "Company" or "SuDaWeige"), its controlling shareholder and actual controller, Mr. Chen Linsen, and its shareholder holding over 5%, Mr. Yu Zhangxing (hereinafter collectively referred to as the "Transferor"), and Ningbo Hede Investment Management Co., Ltd. (acting as Hede Shangxuehui Growth Private Securities Investment Fund, hereinafter referred to as "Hede Shangxuehui Fund" or the "Transferee") signed the "Share Transfer Agreement of Suzhou SuDaWeige Technology Group Co., Ltd." (hereinafter referred to as the "Share Transfer Agreement") on June 9, 2026. The Transferor intends to transfer a total of 12,984,848 unrestricted shares (accounting for 5.00% of the company's total share capital, or 5.04% after excluding shares in the repurchase account) to the Transferee.
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Before this change in equity, Mr. Chen Linsen directly held 47,659,390 shares of the company, accounting for 18.35% of the company's total share capital. Mr. Yu Zhangxing directly held 13,963,404 shares of the company, accounting for 5.38% of the company's total share capital. Hede Shangxuehui Fund held no shares in the company. After this change in equity, Mr. Chen Linsen will directly hold 35,744,542 shares of the company, accounting for 13.77% of the company's total share capital. Mr. Yu Zhangxing will directly hold 12,893,404 shares of the company, accounting for 4.97% of the company's total share capital. Hede Shangxuehui Fund will directly hold 12,984,848 shares of the company, accounting for 5.00% of the company's total share capital.
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This agreement transfer of shares does not constitute a mandatory tender offer, does not constitute a related party transaction, and will not lead to a change in the company's controlling shareholder or actual controller. It will not have a significant impact on the company's corporate governance structure and sustainable operations.
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Upon completion of this agreement transfer, Mr. Yu Zhangxing will no longer be a shareholder holding over 5% of the company, and the Transferee will become a shareholder holding over 5% of the company. The Transferee undertakes that within 12 months from the date of delivery of the underlying shares (subject to the completion of the transfer registration by the securities registration and settlement institution), the shares of the company transferred under this agreement will not be transferred or managed by others, nor will they be repurchased by the company.
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This agreement transfer is based on the Transferee's recognition of the company's intrinsic value and future development prospects. Ningbo Hede Investment Management Co., Ltd. (hereinafter referred to as "Hede Investment") and its related parties are optimistic about the company's development in the long term and have participated in the company's investment and financing activities many times. After this share transfer, Hede Investment will further leverage its professional management capabilities in the capital market to enhance the positive interaction between the company and long-term investors, and jointly promote the achievement of the company's strategic goals.
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The source of funds for this transfer is from the fundraising. Hede Shangxuehui Fund has been registered with the Asset Management Association of China. The fundraising has not been fully received, and there is a possibility that the Transferee may not be able to raise sufficient funds in time, as well as other circumstances that may lead to the termination of the agreement.