Securities Code: 30056
Securities Abbreviation: Star Yuan Material
Announcement No.: 2026-053
Shenzhen Star Yuan Material Technology Co., Ltd.
Announcement on Capital Increase and Equity Expansion of Wholly-Owned Subsidiary, Introduction of Investors, and Partial Waiver of Rights by the Company
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. Overview of Transaction
(I) Transaction Overview
To promote the development of Nantong Dingyuan Precision Technology Co., Ltd. (hereinafter referred to as "Dingyuan Precision" or "the Joint Venture Company"), a wholly-owned subsidiary of Shenzhen Star Yuan Material Technology Co., Ltd. (hereinafter referred to as "the Company" or "Star Yuan Material"), the Company plans to increase capital through a capital increase and equity expansion. The Company intends to introduce Zeng Tao, Wu Guobiao, He Wenjie, Xingbang Intelligent (Nantong) Management Partnership (Limited Partnership) (hereinafter referred to as "Xingbang Intelligent"), Shenzhen Star Yuan Dingyuan Precision Technology Partnership (Limited Partnership) (hereinafter referred to as "Star Yuan Technology"), and Takamori Giken Co., LTD (hereinafter referred to as "Takamori Giken"). The parties have recently signed a "Joint Venture Agreement". The total capital increase amount is RMB 99.00 million. Among them, the Company partially waives its pre-emptive subscription rights and invests RMB 4,400.00 million in cash into Dingyuan Precision. After the capital increase, the Company's equity proportion in Dingyuan Precision will decrease from 100.00% to 45.00%. Zeng Tao will invest RMB 1,000.00 million in cash into Dingyuan Precision, obtaining a 10.00% equity interest after the capital increase. Wu Guobiao will invest RMB 1,000.00 million in cash into Dingyuan Precision, obtaining a 10.00% equity interest after the capital increase. He Wenjie will invest RMB 300.00 million in cash into Dingyuan Precision, obtaining a 3.00% equity interest after the capital increase. Xingbang Intelligent will invest RMB 1,000.00 million in cash into Dingyuan Precision, obtaining a 10.00% equity interest after the capital increase. Star Yuan Technology will invest RMB 1,200.00 million in cash into Dingyuan Precision, obtaining a 12.00% equity interest after the capital increase. Takamori Giken will invest RMB 1,000.00 million in cash into Dingyuan Precision, obtaining a 10.00% equity interest after the capital increase. After this capital increase, Dingyuan Precision's registered capital will increase from RMB 100.00 million to RMB 10,000.00 million.
Before this capital increase, Dingyuan Precision was a wholly-owned subsidiary of the Company and was included in the Company's consolidated financial statements. Due to the Company and the shareholders of Dingyuan Precision having signed an "Action Coordination Agreement" with a validity period of 6 years, all parties agree to consult in advance and maintain coordinated action on matters reviewed by the shareholders' meeting of Dingyuan Precision within the validity period of the "Action Coordination Agreement". If a consensus cannot be reached, coordinated action should be taken according to Star Yuan Material's opinion. Therefore, after this capital increase, Dingyuan Precision will still be included in the Company's consolidated financial statements.
According to the "GEM Stock Listing Rules of the Shenzhen Stock Exchange", "GEM Listed Company Regulatory Guidelines No. 2 - Standardized Operation of GEM Listed Companies" and other relevant regulations, this transaction does not constitute a related-party transaction, nor does it constitute a major asset restructuring as stipulated in the "Measures for the Administration of Major Asset Restructuring of Listed Companies".
This transaction does not require submission to the Company's Board of Directors or Shareholders' Meeting for review.
II. Basic Information of Capital Contributors
(I) Zeng Tao
Mr. Zeng Tao, a Chinese national. According to the inquiry results from the China Enforcement Information Disclosure Network, Mr. Zeng Tao is not a dishonest judgment debtor. Upon inquiry, Mr. Zeng Tao has no relationship with the Company, its controlling shareholder, actual controller, shareholders holding 5% or more of the shares, directors, or senior management personnel.