Guangdong Zhengye Technology Co., Ltd.
Announcement on Supplementary Agreement to Conditional Share Subscription Agreement with Controlling Shareholder and Connected Transaction
The Company and the Board of Directors guarantee the truthfulness, accuracy, and completeness of the information disclosed herein, and that there are no false records, misleading statements, or material omissions.
Special Reminder:
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As reviewed and approved by the fourteenth meeting of the sixth Board of Directors of Guangdong Zhengye Technology Co., Ltd. (hereinafter referred to as the "Company"), the pricing benchmark date for the Company's 2025 GEM targeted issuance of shares has been adjusted from the "Announcement Date of the Sixth Meeting of the Sixth Board of Directors" to the "First Day of the Issuance Period," and the issue price and number of shares have been adjusted accordingly. For details, please refer to the "Announcement on Adjusting the Plan for Targeted Issuance of Shares" disclosed on the same day on the Juchao Information Network (Announcement Number: 2026-032).
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This targeted issuance of shares is subject to review and approval by the Shenzhen Stock Exchange (hereinafter referred to as the "SZSE") and the China Securities Regulatory Commission (hereinafter referred to as the "CSRC") for registration. There is uncertainty regarding whether this issuance will be approved by the relevant regulatory authorities and the time of such approval. The Company will fulfill its information disclosure obligations in a timely manner regarding subsequent matters related to this issuance. Investors are advised to pay attention to investment risks.
I. Overview of Connected Transactions
The Company convened the sixth meeting of the sixth Board of Directors on June 27, 2025, and reviewed and approved the "Proposal on the Company's 2025 GEM Targeted Issuance of Shares Plan," "Proposal on the Conditional Share Subscription Agreement with the Controlling Shareholder and Connected Transaction," and other proposals. These proposals were subsequently approved by the second interim shareholders' meeting in 2026. The Company plans to issue no more than 68,259,385 A-shares to specific targets. The pricing benchmark date is the announcement date of the sixth meeting of the sixth Board of Directors' resolution, with a subscription price of RMB 5.86 per share. Jingdezhen Hesheng Industrial Investment Development Co., Ltd. (hereinafter referred to as "Hesheng Investment"), the subscriber, will subscribe for all shares in this targeted issuance in cash. The total amount of raised funds will not exceed RMB 400,000,000 (including the principal amount). The Company has signed the "Conditional Share Subscription Agreement between Guangdong Zhengye Technology Co., Ltd. and Jingdezhen Hesheng Industrial Investment Development Co., Ltd." (hereinafter referred to as the "Share Subscription Agreement") with Hesheng Investment.
On July 14, 2026, the Company convened the fourteenth meeting of the sixth Board of Directors and reviewed and approved the "Proposal on Adjusting the Plan for Targeted Issuance of Shares," "Proposal on the Conditional Share Subscription Agreement with the Controlling Shareholder and Connected Transaction," and other proposals. The Company adjusted the issue price and number of shares for this issuance. On the same day, the Company signed the "Supplementary Agreement to the Conditional Share Subscription Agreement" (hereinafter referred to as the "Supplementary Agreement") with the subscriber Hesheng Investment, stipulating that the pricing benchmark date is adjusted to the first day of the issuance period, and the issue price is adjusted to not less than 80% of the average daily trading price of the Company's shares in the 20 trading days prior to the pricing benchmark date (Average daily trading price in the 20 trading days prior to the pricing benchmark date = Total trading value in the 20 trading days prior to the pricing benchmark date / Total trading volume in the 20 trading days prior to the pricing benchmark date). The number of shares issued is adjusted based on the total amount of raised funds divided by the issue price (if the result is less than 1 share, the fractional part shall be rounded down), not exceeding 68,259,385 shares (including the principal amount), and not exceeding 30% of the Company's total share capital before this issuance.