Securities Code: 300645
Bond Code: 123196
Securities Abbreviation: ZhengYuan Smart
Bond Abbreviation: ZhengYuan Transfer 02
Announcement Number: 2026-055
ZhengYuan Smart Group Co., Ltd.
Announcement on Acquisition of Equity in a Subsidiary
The Company and all members of the Board of Directors guarantee the truthfulness, accuracy, and completeness of the information disclosed, and that there are no false records, misleading statements, or material omissions.
ZhengYuan Smart Group Co., Ltd. (hereinafter referred to as the "Company" or "ZhengYuan Smart") held the 16th meeting of the Fifth Board of Directors on July 6, 2026, and deliberated and approved the "Proposal on Acquiring Equity in a Subsidiary." The Company agreed to sign the "Equity Transfer Agreement" with Zhou Wei and Wang Xiaqing to acquire 34.00% of the equity in Zhejiang Jiguo Smart Technology Co., Ltd. (hereinafter referred to as "Jiguo Smart") held by shareholders Zhou Wei and Wang Xiaqing for RMB 35.70 million (corresponding to a registered capital of RMB 4.90008 million) (hereinafter referred to as the "Transaction"). The details are as follows:
I. Overview of the Transaction
Before this transaction, the Company held 51.00% of the equity in Jiguo Smart (corresponding to a registered capital of RMB 7.35012 million), and Jiguo Smart was a控股 subsidiary within the Company's consolidated financial statements. The Company will acquire 34.00% of the equity in Jiguo Smart held by other shareholders Zhou Wei and Wang Xiaqing for RMB 35.70 million (corresponding to a registered capital of RMB 4.90008 million). Specifically, RMB 15.75 million will be used to acquire 15.00% of the equity in Jiguo Smart held by Zhou Wei (corresponding to a registered capital of RMB 2.16180 million); and RMB 19.95 million will be used to acquire 19.00% of the equity in Jiguo Smart held by Wang Xiaqing (corresponding to a registered capital of RMB 2.73828 million).
After the transaction, the Company's equity in Jiguo Smart will increase from 51.00% to 85.00%.
This acquisition of minority shareholder equity in Jiguo Smart does not involve a change in the consolidated reporting scope and will not affect the Company's current period profit. This transaction does not constitute a related-party transaction, nor does it fall under the scope of major asset restructuring as defined by the "Measures for the Administration of Major Asset Restructuring of Listed Companies." In accordance with the "Shenzhen Stock Exchange GEM Stock Listing Rules" and the "Articles of Association," this transaction has been deliberated and approved by the 16th meeting of the Fifth Board of Directors of the Company and does not require shareholder approval.
II. Basic Information of the Transaction Counterparties
The transaction counterparties are Zhou Wei and Wang Xiaqing, whose basic information is as follows:
(I) Zhou Wei
Gender: Male
ID Number: 330***********0011
Address: Gongshu District, Hangzhou City, Zhejiang Province***********
(II) Wang Xiaqing
Gender: Female
ID Number: 330***********1229
Address: Yinzhou District, Ningbo City, Zhejiang Province**********
The above transaction counterparties are not subject to enforcement for dishonesty. Zhou Wei is the Director and General Manager of Jiguo Smart, and Wang Xiaqing is a Director of Jiguo Smart. Zhou Wei and Wang Xiaqing have no other relationships with the Company, its top ten shareholders, directors, or senior management in terms of property rights, business, assets, creditor's rights and debts, or personnel, nor do they have any other relationships that may or have already caused the Company to favor them.
III. Basic Information of the Transaction Asset
(I) Overview of the Transaction Asset