Securities Code: 300684
Securities Abbreviation: Zhongshi Technology
Announcement Number: 2026-038
Beijing Zhongshi Weiye Technology Co., Ltd.
Announcement on Proposed Agreement Transfer of Part of Company Shares and Change of Equity by Controlling Shareholder, Actual Controller and Their Joint Actor
Beijing Zhongshi Weiye Technology Co., Ltd. (hereinafter referred to as "Zhongshi Technology", "the Company", or "this Company") controlling shareholder, actual controller, and their joint actor, Mr. Wu Xiaoning, Ms. Ye Lu, and Mr. HAN WU (Wu Han) (hereinafter referred to as "Transferor") plan to transfer 31,372,504 shares of the Company (tradable shares without trading restrictions) (hereinafter referred to as "Target Shares") to Zhongjiu Cable Co., Ltd. (hereinafter referred to as "Zhongjiu Cable" or "Transferee") through an agreement transfer, representing 10.47% of the Company's total share capital (hereinafter referred to as "this Transaction", "this Equity Change", or "this Agreement Transfer").
Before this agreement transfer, the Company's controlling shareholder, actual controller, and their joint actor, Mr. Wu Xiaoning, Ms. Ye Lu, and Mr. HAN WU (Wu Han), held a total of 125,490,015 shares, accounting for 41.90% of the Company's total share capital. After the completion of this agreement transfer, the Transferor will hold 94,117,511 shares, accounting for 31.42% of the Company's total share capital; Zhongjiu Cable will hold 31,372,504 shares, accounting for 10.47% of the Company's total share capital, and will become a shareholder holding more than 5% of the Company.
This agreement transfer does not trigger a mandatory takeover, will not result in a change of the Company's controlling shareholder or actual controller, and will not have a significant impact on the Company's governance structure and continuous operation.
This agreement transfer of shares is subject to a compliance review by the Shenzhen Stock Exchange before the transfer of shares can be handled at the Shenzhen Branch of China Securities Depository and Clearing Corporation Limited (hereinafter referred to as "ChinaClear Shenzhen Branch"), and the transfer of shares will take some time to complete.
The completion of this agreement transfer is subject to uncertainty, and investors are advised to pay attention to investment risks.
- After the transfer registration procedures for this share agreement transfer are completed, the transferor and the transferee will strictly comply with the "Interim Measures for the Reduction of Shares by Shareholders of Listed Companies", "Shenzhen Stock Exchange Listed Company Self-Regulatory Supervision Guidelines No. 18 - Reduction of Shares by Shareholders, Directors, Supervisors, and Senior Management", and other regulations regarding restrictions on share reduction, information disclosure, and reduction limits for shareholders. The transferee will not reduce the shares acquired in this equity change within 12 months after the completion of the transfer registration.
I. Overview of the Agreement Transfer of Shares
(I) Basic Situation of this Agreement Transfer
On August 13, 2026, the Company received notification from its controlling shareholder, Mr. Wu Xiaoning, Ms. Ye Lu, and Mr. HAN WU (Wu Han). On August 13, 2026, Mr. Wu Xiaoning, Ms. Ye Lu, and Mr. HAN WU (Wu Han) signed the "Share Transfer Agreement" with Zhongjiu Cable Co., Ltd. Mr. Wu Xiaoning, Ms. Ye Lu, and Mr. HAN WU (Wu Han) plan to transfer 31,372,504 shares of the Company (tradable shares without trading restrictions) to Zhongjiu Cable Co., Ltd. at a price of RMB 55.70 per share, representing 10.47% of the Company's total share capital. The total transaction consideration for this share transfer is RMB 1,747,448,473.
The shareholding situation of the parties to the transaction before and after this agreement transfer is as follows: