Shenzhen Today International Logistics Technology Co., Ltd.
Announcement on Progress of Supplementary Agreements to Share Transfer Agreements by Controlling Shareholder Constituting a Management Buyout and Proposed Change of Control
The Company and all members of the Board of Directors guarantee that the information disclosed is true, accurate, and complete, and that there is no false record, misleading statement, or material omission.
Key Content Highlights:
- Main Content of the Share Transfer Agreement
On June 11, 2026, Shenzhen Today International Logistics Technology Co., Ltd. (hereinafter referred to as the "Company" or "Listed Company" / "Today International"), its controlling shareholder, and actual controller Shao Jianwei signed supplementary agreements to the share transfer agreements with Shao Jianfeng, Shenzhen Yuan'an Investment Co., Ltd. (a wholly-owned company of Shao Jianfeng, hereinafter referred to as "Yuan'an Investment"), and Shao Zetian. These agreements stipulate that Shao Jianwei will transfer 34,510,000 shares of the Listed Company to Shao Jianfeng at a transfer price of RMB 5.40 per share, for a total consideration of RMB 186,354,000.00. Shao Jianwei will transfer 101,500,000 shares of the Listed Company to Yuan'an Investment at a transfer price of RMB 5.40 per share, for a total consideration of RMB 548,100,000.00. Shao Jianwei will transfer 53,552,997 shares of the Listed Company to Shao Zetian at a transfer price of RMB 5.40 per share, for a total consideration of RMB 289,186,183.80. After this transfer, Shao Jianwei will no longer hold any equity in the Listed Company. The controlling shareholder of the Company will change to Yuan'an Investment, and the actual controller will change to Shao Jianfeng.
- Approvals and Other Procedures Still Required
The current agreement transfer matter still requires the parties to fulfill their obligations as per the agreement, release certain pledged shares, undergo compliance review by the Shenzhen Stock Exchange, and complete share transfer registration procedures with China Securities Depository and Clearing Corporation Limited Shenzhen Branch. The acquisition of a total of 21.40% of the shares held by Shao Jianwei by Shao Jianfeng and Yuan'an Investment constitutes a management buyout. Due to adjustments in the agreement price, it is necessary to re-perform the procedures for management buyouts stipulated in the "Administrative Measures for the Takeover of Listed Companies."
The procedures related to the acquisition are currently being carried out. The Listed Company has a sound and well-operating organizational structure and effective internal control system, with independent directors accounting for half of the board members. The Company will, based on the progress of the appraisal institution and independent financial advisor's work, convene board and shareholder meetings to review the management buyout matter. The successful implementation and timeline of the aforementioned matters are uncertain. The Company will continue to advance related work and fulfill information disclosure obligations in a timely manner in accordance with relevant laws and regulations, based on the progress of the matter. Investors are advised to invest rationally and be aware of investment risks.
- Other Arrangements for the Current Agreement Transfer
The share transfer agreements and related supplementary agreements signed by Shao Jianwei with Shao Jianfeng and Yuan'an Investment stipulate the conditions for their effectiveness. In addition to Shao Jianfeng and Yuan'an Investment fulfilling the management buyout procedures of the Listed Company, the effectiveness of the agreement is also contingent upon Shao Jianwei transferring all of his remaining shares in the Listed Company to Shao Zetian and a third party unrelated to Shao Jianfeng and Yuan'an Investment (including his holdings in Huarui Feng Partnership) being completed and registered. As of the disclosure date of this announcement, not all conditions for the effectiveness of the agreements have been met. Investors are advised to invest rationally and be aware of investment risks.