Company Declaration
- The company and all members of the board guarantee that the contents of this proposal are true, accurate, and complete, and confirm that there are no false records, misleading statements, or major omissions, bearing individual and joint legal responsibility for the authenticity, accuracy, and completeness of the proposal.
- This proposal is prepared in accordance with the requirements of the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, and the Administrative Measures for the Registration of Securities Issuance by Listed Companies, among other laws and regulations.
- After the issuance of shares to specific targets is completed, the changes in the company's operations and earnings will be the company's own responsibility; the investment risks arising from this issuance will be borne by the investors.
- This proposal is an explanation from the company's board regarding the issuance of shares to specific targets; any contrary statements are false representations.
- The matters described in this proposal do not represent the substantive judgment, confirmation, or approval of the approval authority regarding the issuance of shares to specific targets. The effectiveness and completion of the matters related to the issuance of shares to specific targets are subject to the approval of the company's shareholders' meeting, review by the Shenzhen Stock Exchange, and registration approval by the China Securities Regulatory Commission.
- Investors with any questions should consult their stock brokers, lawyers, professional accountants, or other professional advisors.
Special Reminder
The terms or abbreviations described in this section have the same meanings as those described in the "Definitions" section of this proposal.
- The matters related to this share issuance have been reviewed and approved by the fifth meeting of the fifth board of directors of the company. According to relevant laws, regulations, and other normative documents, this issuance still requires approval from the shareholders' meeting, review by the Shenzhen Stock Exchange, and registration approval from the China Securities Regulatory Commission. The aforementioned approvals or registrations are prerequisites for this issuance to specific targets, and there is uncertainty regarding whether the relevant approvals or registrations can be obtained and the timing of obtaining such approvals or registrations; investors are advised to pay attention to investment risks.
- The issuance target is Xingyue Commercial, which will subscribe for all shares issued in cash. This issuance constitutes a related party transaction. As of the announcement date of this proposal, the controlling shareholders of the listed company are Da'an Century and Yuehua Zhongcheng, with Mr. Liu Tiefeng as the actual controller. On March 27, 2026, the controlling shareholders of the listed company, Da'an Century and Yuehua Zhongcheng, signed a Share Transfer Agreement with Dele Technology, a subsidiary of Xingyue Commercial. According to the Share Transfer Agreement, Da'an Century and Yuehua Zhongcheng will transfer a total of 26,013,359 shares (accounting for 20.33% of the total share capital before issuance) to Dele Technology through a negotiated transfer. After the completion of the share transfer, the controlling shareholder of the listed company will change to Dele Technology, and the actual controller will change to Mr. Chen Zhu. As of the announcement date of this proposal, Mr. Chen Zhu is the actual controller of Xingyue Commercial and Dele Technology, with Xingyue Commercial being the controlling shareholder of Dele Technology, and the control relationship among the three is as follows: