Announcement on the Signing of Share Transfer Agreement by Controlling Shareholder and Subscription Agreement by the Company
Beijing Baihua Yuebang Technology Co., Ltd. and all members of the Board of Directors guarantee that the content of this announcement is true, accurate, and complete, with no false records, misleading statements, or significant omissions.
Special Reminder:
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Share Transfer Agreement: On March 27, 2026, the company's controlling shareholder, Beijing Da'an Century Investment Management Co., Ltd. (hereinafter referred to as "Da'an Century"), Beijing Yuehua Zhongcheng Investment Management Center (Limited Partnership) (hereinafter referred to as "Yuehua Zhongcheng"), and Nanjing Dele Technology Group Co., Ltd. (hereinafter referred to as "Dele Technology") signed a "Share Transfer Agreement," stipulating that Dele Technology intends to acquire a total of 26,013,359 shares of Beijing Baihua Yuebang Technology Co., Ltd. (hereinafter referred to as "Baihua Technology," "the listed company," or "the company"), accounting for 20.33% of the total share capital before the issuance. Upon completion of the share transfer registration, the company's controlling shareholder will change to Dele Technology, and the actual controller will change to Mr. Chen Zhu.
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Procedures to be Completed: The following procedures still need to be fulfilled for the share transfer:
- (1) The company needs to hold a shareholders' meeting to review and approve the exemption from the voluntary transfer restrictions related to the shares involved in this transfer.
- (2) The transferor, Da'an Century, needs to handle the procedures for lifting the pledge on the shares involved in this transfer.
- (3) The share transfer needs to obtain compliance confirmation from the Shenzhen Stock Exchange and complete the share transfer registration with the Shenzhen branch of China Securities Depository and Clearing Corporation Limited. The implementation and results of the above matters remain uncertain, and investors should pay attention to the associated risks.
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Issuance of Shares to Specific Entities: The company plans to issue A-shares to specific entities (hereinafter referred to as "this issuance"). Dele Technology's controlling shareholder and concerted actor, Nanjing Xingyue Commercial Management Partnership (Limited Partnership) (hereinafter referred to as "Xingyue Commercial"), intends to fully subscribe to the shares in cash and sign a "Subscription Agreement with Conditions for Effectiveness" (hereinafter referred to as "the Subscription Agreement").