Securities Code: 300378
Bond Code: 123263
Securities Abbreviation: Dingjie Intelligence
Bond Abbreviation: Dingjie Convertible
Announcement Code: 2026-06095
Dingjie Intelligence Co., Ltd.
Announcement on the Acquisition of 51% Equity in Nengyu Technology
The Company and the Board of Directors guarantee the truthfulness, accuracy, and completeness of the information disclosed herein, and there are no false records, misleading statements, or major omissions.
I. Transaction Overview
Dingjie Intelligence Co., Ltd. (hereinafter referred to as the "Company," "Buyer," or "Dingjie Intelligence") signed the "Equity Transfer Agreement for Shanghai Nengyu Technology Co., Ltd." (hereinafter referred to as the "Equity Transfer Agreement"), the "Supplementary Agreement to the Equity Transfer Agreement for Shanghai Nengyu Technology Co., Ltd." (hereinafter referred to as the "Supplementary Agreement to the Equity Transfer Agreement"), the "Performance Commitment Compensation Agreement for Shanghai Nengyu Technology Co., Ltd." (hereinafter referred to as the "Performance Commitment Compensation Agreement"), the "Supplementary Agreement to the Performance Commitment Compensation Agreement for Shanghai Nengyu Technology Co., Ltd." (hereinafter referred to as the "Supplementary Agreement to the Performance Commitment Compensation Agreement"), and the "Concerted Action Agreement for Shanghai Nengyu Technology Co., Ltd." (hereinafter referred to as the "Concerted Action Agreement") with Shanghai Nengyu Technology Co., Ltd. (hereinafter referred to as "Nengyu Technology," "Target Company," or "Target Company") and its existing shareholders on June 11, 2026. The Company intends to acquire 51% of the equity in Nengyu Technology held by its existing shareholders with its own funds and self-raised funds, totaling RMB 196.35 million (hereinafter referred to as the "Target Equity"). Upon completion of this transaction, the Company will hold 51% of the equity in Nengyu Technology, and Nengyu Technology will become a controlling subsidiary of the Company and be included in the consolidated financial statements.
The pricing of this transaction refers to the valuation results provided by the appraisal institution. After friendly negotiation among all parties to the transaction based on the principles of equality, voluntariness, and fairness, the valuation was determined. Shanghai Zhonghua Asset Appraisal Co., Ltd. appraised the total shareholder's equity of Nengyu Technology on a consolidated basis using the income approach, with December 31, 2025, as the valuation base date, at RMB 387.00 million.
In accordance with the relevant provisions of the Company's Articles of Association, this transaction does not require deliberation and approval by the Company's Board of Directors or Shareholders' Meeting as it does not meet the deliberation standards. According to the "GEM Stock Listing Rules of Shenzhen Stock Exchange" and the "GEM Listed Company Self-Regulatory Management Guidelines No. 2 - Standardized Operation of GEM Listed Companies" and other relevant regulations, this transaction does not constitute a related party transaction or a major asset restructuring as defined by the "Administrative Measures for Major Asset Restructuring of Listed Companies," and does not require approval from relevant authorities.
II. Basic Information of Transaction Counterparties
(I) Natural Person Transaction Counterparties