Securities Code: 300615
Securities Abbreviation: Xintian Technology
Announcement Number: 2026-041
Shenzhen Xintian Technology Co., Ltd.
Announcement on Progress of Supplementary Agreement for Share Transfer Signed 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 content of the information disclosure is true, accurate, and complete, and that there are no false records, misleading statements, or major omissions.
Special Reminder:
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There is uncertainty regarding the change of control of the Company: The share transfer agreement is subject to a compliance review by the Shenzhen Stock Exchange before the transfer procedures can be completed at the Shenzhen branch of China Securities Depository and Clearing Corporation Limited. Therefore, the completion of this share transfer agreement is still uncertain. Investors are advised to invest rationally and be aware of investment risks.
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This share transfer does not involve a mandatory offer or constitute a connected transaction. The signing of the "Share Transfer Agreement" and the "Supplementary Agreement to the Share Transfer Agreement" will not adversely affect the Company's sustained and stable operation, nor will it harm the interests of the Company and other shareholders.
I. Basic Situation of the Proposed Change of Control
On July 31, 2026, Shenzhen Yuanqi Infinite Technology Partnership (Limited Partnership) (hereinafter referred to as "Shenzhen Yuanqi") signed a "Share Transfer Agreement" with Shi Mianping, Liu Hui, Xue Feng, and Wang Changhua, agreeing that Shenzhen Yuanqi will acquire 43,422,354 shares of the listed company held by Shi Mianping, Liu Hui, Xue Feng, and Wang Changhua through an agreement transfer, representing 22.4999% of the total share capital of the listed company. The transfer price per share is RMB 16.5812, and the total transfer price is RMB 719,994,736.14.
On July 31, 2026, Shi Mianping issued a "Commitment Letter on Not Seeking Control of the Listed Company," undertaking that during the period when Shenzhen Yuanqi and its actual controller hold actual control of the listed company, he and the enterprises controlled by him will not take any actions, measures, or arrangements to increase their holdings in the listed company, nor will they seek control of the listed company or assist others in seeking control of the listed company through any direct or indirect, separate or joint means. As of the date of the commitment, he has no acting-in-concert relationship with other shareholders of the listed company, nor does he have any plan to form an acting-in-concert relationship. The commitment letter remains valid and irrevocable during the period when the new actual controller holds actual control of the listed company.
Upon completion of this share transfer, Shenzhen Yuanqi will become the controlling shareholder of the Company, and the actual controller of the Company will change to Liu Yang.
The following table shows the changes in equity held by the transferee and transferors in the listed company before and after the change in equity: