Securities Code: 300397
Securities Abbreviation: Tianhe Defense
Announcement Number: 2026-029
Xi'an Tianhe Defense Technology Co., Ltd.
Announcement on Supplementary Agreement to Conditional Share Subscription Agreement and Connected Transaction Matters
The Company and all members of the Board of Directors guarantee that the content of this information disclosure is true, accurate, and complete, and that there are no false records, misleading statements, or major omissions.
Key Content Reminder:
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The Company's Sixth Board of Directors' Fifth Meeting reviewed and approved adjustments to the pricing basis, issue price, and number of shares for the 2024 private placement of shares (hereinafter referred to as "this issuance"). Concurrently, the Company signed the "Supplementary Agreement to the Conditional Share Subscription Agreement between Xi'an Tianhe Defense Technology Co., Ltd. and Xi'an Junyao Linghang Technology Partnership (Limited Partnership) Regarding Xi'an Tianhe Defense Technology Co., Ltd.'s Private Placement of Shares" (hereinafter referred to as the "Supplementary Agreement to the Conditional Share Subscription Agreement") with Xi'an Junyao Linghang Technology Partnership (Limited Partnership) (hereinafter referred to as "Junyao Linghang"). Junyao Linghang agrees to subscribe to all shares to be issued by the Company in this issuance in accordance with the relevant agreements in the "Conditional Share Subscription Agreement between Xi'an Tianhe Defense Technology Co., Ltd. and Xi'an Junyao Linghang Technology Partnership (Limited Partnership) Regarding Xi'an Tianhe Defense Technology Co., Ltd.'s Private Placement of Shares" and the "Supplementary Agreement to the Conditional Share Subscription Agreement."
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This transaction constitutes a connected transaction but does not constitute a major asset restructuring as defined by the "Measures for the Administration of Major Asset Restructuring of Listed Companies."
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This issuance is subject to review and approval by the Shenzhen Stock Exchange (hereinafter referred to as "SZSE") and a registration decision by the China Securities Regulatory Commission (hereinafter referred to as "CSRC") before it can be implemented. Whether the relevant approvals or registrations can be obtained, and the time of their final obtainment, are uncertain.
I. Overview of Connected Transactions
(I) Transaction Overview
The Company held its Sixth Board of Directors' Fifth Meeting on June 22, 2026, which reviewed and approved the "Proposal on Adjusting the Issue Price and Number of Shares for the 2024 Private Placement of Shares" and other related proposals.
The shares to be issued by the Company are RMB ordinary shares (A shares) listed in China, with a par value of RMB 1.00 per share. The pricing basis for this issuance is the first day of the offering period. The issue price for this private placement shall not be less than 80% of the average daily stock price of the Company in the 20 trading days prior to the pricing basis date. (Average daily stock price in the 20 trading days prior to the pricing basis date = total trading volume of shares in the 20 trading days prior to the pricing basis date / total trading volume of shares in the 20 trading days prior to the pricing basis date). The number of shares to be issued will be determined by dividing the total amount of raised capital by the issue price, and shall not exceed 110,584,518 shares (inclusive). The total amount of raised capital shall not exceed RMB 700,000,000 (inclusive), and after deducting issuance-related expenses, it will be used entirely to supplement working capital.
(II) Connected Relationship
The subscriber for this issuance, Junyao Linghang, is an enterprise controlled by Mr. He Zenglin, the Company's controlling shareholder, actual controller, Chairman, and General Manager. According to the "Shenzhen Stock Exchange GEM Stock Listing Rules" and other relevant regulations, Junyao Linghang is a connected legal person of the Company, and its subscription of the Company's shares in this issuance constitutes a connected transaction with the Company.