Announcement Regarding Signing of Share Transfer Agreement by Controlling Shareholder, Actual Controller, and Related Parties, and Proposed Change of Control
The Company and all members of the Board of Directors guarantee the truthfulness, accuracy, and completeness of the information disclosed herein, and are free from any false records, misleading statements, or significant omissions.
Special Notice:
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Transaction Plan: On July 31, 2026, Shi Weiping, Liu Hui, Xue Feng, and Wang Changhua signed a "Share Transfer Agreement" with Shenzhen Yuanqi Infinite Technology Partnership (Limited Partnership) (hereinafter referred to as "Shenzhen Yuanqi" or "Transferee"). Shenzhen Yuanqi will acquire 43,422,354 shares of the Company held by Shi Weiping, Liu Hui, Xue Feng, and Wang Changhua through an agreement transfer, representing 22.4999% of the Company's total share capital. The transfer price per share is RMB 16.5812, with a total transfer price of RMB 719,994,736.14.
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Change of Control: Upon completion of this agreement transfer, Shenzhen Yuanqi will become the controlling shareholder of the Company, and Liu Yang will become the actual controller of the Company.
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Transferee's Share Lock-up Commitment: (1) The Transferee undertakes that within 60 months after the completion of this equity change, it will not transfer the Company's shares obtained through this equity change in any form. However, the transfer of such shares between entities under the same actual controller is not restricted by the foregoing.
Any Company shares increased due to reasons such as bonus share distribution or capital reserve increase shall also be subject to the aforementioned lock-up period. If laws and regulations stipulate a different lock-up period, they shall prevail.
(2) Transferee's indirect share lock-up commitment:
Dongxin Zhiqing, Dongxin Xin, and Mr. Liu Yang undertake that within 60 months after the completion of this equity change, the pledgor will not transfer their partnership interests in Shenzhen Yuanqi, whether directly or indirectly, in any form. However, transfers between entities under the same actual controller are not restricted by the foregoing.
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Transferee's Funding Source Commitment: The funds for this equity change originate from Shenzhen Yuanqi and its partners' and shareholders' own funds and legally raised funds. Own funds account for no less than 50%, and raised funds come from sources including, but not limited to, bank M&A loans. As of the date of this announcement, the two partners of Shenzhen Yuanqi have contributed capital according to their respective contribution ratios, with a paid-in capital of RMB 36,136 million, which will be fully used to pay for the share transfer in this equity change. The source of funds for this equity change is legal and compliant, and does not involve public fundraising, entrusted shareholding, structured arrangements, or direct or indirect sources from the Company and its related parties. It does not involve obtaining funds through asset swaps or other transactions with the Company. Within 36 months after the completion of this equity change, the pledged shares obtained from this equity change will not be mortgaged.
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Transferee's Share Increase Commitment: To fully support the Company's development and ensure the stability of the Company's control, within 12 months after the transfer of the target shares is completed, the Transferee, its actual controller, and other controlled entities will, at an opportune time, increase their holdings in the Company through means including, but not limited to, competitive bidding, block trading, agreement transfer, and subscribing for targeted private placements. The total increase in shareholding will be no less than 5% of the Company's total share capital at that time, to achieve and maintain a difference of more than 7% (inclusive) in shareholding ratio between the Transferee and the Company's original controlling shareholder.