Guangzhi Technology Co., Ltd.
Announcement on Acquiring Controlling Stake in Guangdong Xianrui Technology Co., Ltd. via Capital Increase and Related Party Transaction
The Company and the Board of Directors guarantee the truthfulness, accuracy, and completeness of the information disclosed, and are free from any false or misleading statements or material omissions.
Special Notice:
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Guangzhi Technology Co., Ltd. (hereinafter referred to as the "Company," "Listed Company," or "Guangzhi Technology") intends to sign the "Investment Agreement of Guangzhi Technology Co., Ltd. Regarding Guangdong Xianrui Technology Co., Ltd." (hereinafter referred to as the "Investment Agreement") with Qingyuan Lead Advanced Special Materials Co., Ltd. (hereinafter referred to as "Qingyuan Lead") and Guangdong Xianrui Technology Co., Ltd. (hereinafter referred to as "Xianrui Technology" or the "Target Company"). According to the agreement, the Company will invest in Xianrui Technology through capital increase, acquiring a 50.0832% equity interest in the Target Company and thus gaining control of the Target Company. The valuation for this capital increase will be based on the asset appraisal report issued by an asset appraisal institution that has completed the filing of securities services. After friendly negotiation, the total amount of this capital increase is finally determined to be RMB 301,000,000.00. Upon completion of this capital increase, Xianrui Technology will become a controlling subsidiary of the Company and will be included in the Company's consolidated financial statements.
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The transaction involves Xianrui Technology (Target Company), Qingyuan Lead (Transacting Party), and the Company's actual controller, Mr. Zhu Shihui. According to the "Administrative Measures for Major Asset Reorganizations of Listed Companies," the "GEM Stock Listing Rules" of the Shenzhen Stock Exchange, and other relevant laws, regulations, and normative documents, this transaction constitutes a related party transaction but does not constitute a major asset reorganization.
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This transaction has been reviewed and approved by the Company's Board of Directors and is subject to approval by the Company's Shareholders' Meeting.
I. Overview of the External Investment and Related Party Transaction
(I) Basic Situation of External Investment
Guangzhi Technology intends to sign the "Investment Agreement" with Qingyuan Lead and Xianrui Technology, agreeing that the Company will invest in Xianrui Technology through capital increase, acquiring a 50.0832% equity interest in the Target Company and thus gaining control of the Target Company. The valuation for this capital increase will be based on the asset appraisal report issued by an asset appraisal institution that has completed the filing of securities services. After friendly negotiation, the total amount of this capital increase is finally determined to be RMB 30,100.00 million. Upon completion of this capital increase, Xianrui Technology will become a controlling subsidiary of the Company and will be included in the Company's consolidated financial statements.
(II) Board of Directors' Meeting Review
On June 25, 2026, the Second Meeting of the Sixth Board of Directors of the Company deliberated and approved the "Proposal on Acquiring the Controlling Stake in Guangdong Xianrui Technology Co., Ltd. via Capital Increase and Related Party Transaction." Related directors have recused themselves from the vote. Prior to submission to the Board of Directors, this transaction matter was reviewed by the Independent Directors' Special Committee and the Strategic Committee of the Board of Directors. Due to the lack of a majority vote from the committee members, the proposal was directly submitted to the Board of Directors for review. In accordance with relevant laws and regulations, the "GEM Stock Listing Rules" of the Shenzhen Stock Exchange, and the "Articles of Association," this transaction is subject to approval by the Company's Shareholders' Meeting, and related parties with a conflict of interest will abstain from voting.