Important Content Reminder:
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Shanghai Shengxun Dongyue Information Technology Partnership (Limited Partnership) ("Shanghai Shengxun") and its entrusted intermediary have completed a comprehensive due diligence on Xinjiang Xiling Information Technology Co., Ltd. ("the Company" or "the Listed Company") and its consolidated subsidiaries. The parties confirm that the "prerequisites for this transaction" as stated in Article 2 of the Share Transfer Agreement have been met, and the first phase of the share transfer payment has been completed. To facilitate the smooth implementation of this transaction, Mr. He Kaiwen, the controlling shareholder and actual controller, has recently signed the Supplementary Agreement (II) with Shanghai Shengxun. The parties have mutually agreed to redefine the payment and share delivery arrangements under the previously signed Share Transfer Agreement through this supplementary agreement.
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Currently, both parties have jointly submitted a compliance review application for the transfer of the target shares to the Shenzhen Stock Exchange. This transaction requires both parties to strictly fulfill their obligations as stipulated in the Share Transfer Agreement, and the transfer procedures can only be processed with the China Securities Depository and Clearing Corporation Limited after obtaining compliance confirmation from the Shenzhen Stock Exchange. There is uncertainty regarding the final implementation and outcome of this transaction, and investors are advised to pay attention to investment risks. The Company will continue to monitor relevant developments and fulfill its information disclosure obligations in a timely manner according to laws and regulations.
I. Basic Information on the Agreement Transfer
On July 25, 2025, August 15, 2025, and October 13, 2025, the Company disclosed the "Notice on the Controlling Shareholder's Share Transfer and Planned Change of Control" (Announcement No. 2025-053), "Notice on the Progress of the Controlling Shareholder's Share Transfer and Signing of Supplementary Agreement" (Announcement No. 2025-058), and "Announcement on the Progress of the Controlling Shareholder's Share Transfer" (Announcement No. 2025-066), fulfilling its information disclosure obligations regarding Mr. He Kaiwen's intention to transfer 36,380,000 unrestricted circulating shares (19.00% of the total share capital) to Shanghai Shengxun through an agreement. According to the Share Transfer Agreement, the transfer price for the aforementioned shares is 15.02 yuan per share. If this transaction is successfully implemented, Shanghai Shengxun will hold 19.00% of the Company's shares and become the controlling shareholder, with Shengning becoming the actual controller of the Company.