Shenzhen Zhaori Technology Co., Ltd.
Announcement Regarding Signing of Share Transfer Agreement by Controlling Shareholder and Proposed Change of Control
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.
Key Information Highlights:
- Main Content of This Agreement Transfer
On August 12, 2026, Xinjiang Chaohui Equity Investment Co., Ltd. (hereinafter referred to as "Xinjiang Chaohui") and Shanghai Jingheheng Technology Co., Ltd. (hereinafter referred to as "Jingheheng") signed a "Share Transfer Agreement". It is agreed that Jingheheng will acquire all 47,658,852 shares of Shenzhen Zhaori Technology Co., Ltd. (hereinafter referred to as "the Company" or "Zhaori Technology") held by Xinjiang Chaohui through an agreement transfer, representing a shareholding ratio of 14.18%. The transaction price is approximately RMB 11.3062 per share, with a total transaction consideration of RMB 538,840,000.00.
- Shareholding Situation of the Company's Actual Controller
As of the disclosure date of this announcement, Mr. Wei Kaiyan, the actual controller of the Company, directly holds 1,626,577 shares of the listed company. Through Chaohui Investment, he controls 47,658,852 shares of the listed company, accounting for 14.66% of the total share capital of the listed company. According to the share transfer agreement signed by Chaohui Investment and Jingheheng, after Chaohui Investment transfers all of its 14.18% shares in the listed company, Wei Kaiyan will hold a total of 1,626,577 shares of the listed company, accounting for 0.48% of the total share capital of the listed company.
- Change of Control Situation
Upon completion of this agreement transfer, Jingheheng will become the controlling shareholder of the Company, and Mr. Qu Jialin will become the actual controller of the listed company.
- Source of Funds for Equity Change
The funds for the acquisition by the transferee, Jingheheng, in this equity change come from its own funds and self-raised funds, with its own funds accounting for no less than 50%.
As of the disclosure date of this announcement, Jingheheng's own funds for this acquisition have been fully received (the amount received is not less than 50% of the total transfer consideration, deposited in Jingheheng's bank account, and the arrival date is earlier than the disclosure date of this announcement). At the same time, as of the disclosure date of this announcement, Jingheheng has obtained a "Letter of Intent for Loan" issued by the Shanghai Branch of China Merchants Bank Co., Ltd. for its self-raised funds, and the expected bank loan amount is sufficient to cover the planned self-raised funds.
- Risk Warning
5.1 Procedural Matters Regarding Exemption of Voluntary Commitments
Mr. Wei Kaiyan, as the actual controller of Xinjiang Chaohui, constitutes an acting-in-concert party with Xinjiang Chaohui. When Shenzhen Zhaori Technology Co., Ltd. was first listed on the public offering, Mr. Wei Kaiyan voluntarily promised that during his tenure, the proportion of shares he directly or indirectly held in the listed company transferred each year would not exceed 25%.
Due to the fact that this change of control involves Xinjiang Chaohui transferring all of its 14.18% shares in Zhaori Technology through an agreement transfer, which exceeds the restriction of its voluntary lock-up commitment, applying for the modification of Mr. Wei Kaiyan's voluntary share lock-up commitment is conducive to actively promoting the smooth implementation of the aforementioned change of control matter. Zhaori Technology will convene a shareholders' meeting in accordance with the "Administrative Measures for the Takeover of Listed Companies" and the Company's Articles of Association to review and approve the exemption of Mr. Wei Kaiyan's relevant voluntary commitment matters. It should be noted that the aforementioned exemption matters still need to be reviewed by the shareholders' meeting, and the outcome of the review is uncertain, which may lead to uncertainty in this share transfer. Investors are kindly requested to pay attention to investment risks.