Securities Code: 300500 Securities Abbreviation: 启迪设计 Announcement Number: 2026-029
启迪设计 Group Co., Ltd. Announcement on Transfer of Wholly-Owned Subsidiary Equity and Passive Formation of Related Party Guarantee and Financial Assistance
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 major omissions.
I. Transaction Overview
启迪设计 Group Co., Ltd. (hereinafter referred to as the "Company" or "启迪设计") held the 16th meeting of the Fifth Board of Directors on June 9, 2026, and approved the "Proposal on Transfer of Wholly-Owned Subsidiary Equity" and the "Proposal on Transfer of Wholly-Owned Subsidiary Equity and Passive Formation of Related Party Guarantee and Financial Assistance." In 2018, to accelerate the business layout in green building and energy-saving engineering fields, extend the company's business chain, and form complementary advantages with existing businesses to release synergistic effects, the Company acquired 100% equity of Shenzhen Jialida Energy Saving Technology Co., Ltd. (hereinafter referred to as "嘉力达") through share issuance and cash payment. However, due to the downturn in the industry cycle and other factors,嘉力达's operating performance has been poor, and it has been continuously losing money since 2022. It is currently insolvent and cannot be turned around in the short term. To optimize the asset structure, the Company intends to transfer its 100% equity in its wholly-owned subsidiary嘉力达 to轩世奇 (Beijing) Electromechanical Engineering Co., Ltd. (hereinafter referred to as "轩世奇") at a price of RMB 1. After the transaction, the Company will no longer hold equity in嘉力达, and嘉力达 will no longer be included in the Company's consolidated financial statements.
Before submission to the Board of Directors for deliberation, this matter was reviewed and approved by the 15th meeting of the Fifth Board of Directors' Audit Committee and the 7th special meeting of independent directors of the Fifth Board of Directors. According to the "Shenzhen Stock Exchange GEM Stock Listing Rules," "Shenzhen Stock Exchange Listed Company Self-Regulatory Management Guidelines No. 2 - Standardized Operation of GEM Listed Companies," and other laws and regulations and the "Articles of Association,"轩世奇 does not constitute a related party of the Company. This transaction does not constitute a related party transaction, nor does it constitute a major asset restructuring transaction as defined by the "Measures for the Administration of Major Asset Restructuring of Listed Companies." The above two proposals need to be submitted to the Company's shareholders' meeting for deliberation.
II. Basic Information of the Transaction Counterparty
(I) Company Name: Shenzhen Jialida Energy Saving Technology Co., Ltd. (See III. Basic Information of the Transaction Asset for details)
(II) Company Name:轩世奇 (Beijing) Electromechanical Engineering Co., Ltd.
Unified Social Credit Code: 91110117MA01BXT02E Enterprise Type: Limited Liability Company Registered Address: Cluster Registration, Area 1, Pinggu Park, Zhongguancun Science and Technology Park, Pinggu District, Beijing (Cluster Registration) Registered Capital: RMB 8 million Legal Representative: 宋现明 Date of Establishment: May 7, 2018 Business Scope: Professional contracting; general contracting; sales of electrical equipment, heating and plumbing equipment, chemical products, hardware and electrical appliances (excluding electric bicycles), mechanical equipment, electronic products, air conditioning and refrigeration equipment; technology development, technology promotion, technology transfer, technical services; integration, installation, maintenance, and debugging of computer systems; engineering design. (Market entities shall independently choose business projects and conduct business activities; engineering design and projects that require approval according to law shall be carried out after approval by relevant departments; business activities that are prohibited or restricted by national and municipal industrial policies shall not be engaged in.) Shareholder Information: 宋现明 holds 79.6250%, and 战克 holds 20.3750%.
Financial Data of the Transaction Counterparty for the Past Two Years: Unit: RMB 10,000