Beijing Baihua Yuebang Technology Co., Ltd. (hereinafter referred to as "the Company") 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 major omissions.
Special Reminder:
- The Company intends to issue shares to specific objects (hereinafter referred to as "this issuance"), with a total number not exceeding 17,654,936 shares (including this number), all subscribed by Nanjing Xingyue Commercial Management Partnership (Limited Partnership) (hereinafter referred to as "Xingyue Commercial"). The pricing benchmark date for this issuance is the announcement date of the resolution of the fifth meeting of the fifth Board of Directors, with an issue price of 16.71 yuan/share. The total amount of funds raised from this issuance does not exceed 295,013,980.56 yuan (including this number).
- According to the relevant provisions of the "Shenzhen Stock Exchange GEM Stock Listing Rules" (hereinafter referred to as "Listing Rules"), this issuance constitutes a related transaction. This related transaction does not constitute a major asset restructuring as defined by the "Administrative Measures for Major Asset Restructuring of Listed Companies," nor does it constitute a restructuring listing.
- According to relevant laws, regulations, and other normative documents, this issuance to specific objects still requires approval from the Company's shareholders' meeting, review by the Shenzhen Stock Exchange, and consent from the China Securities Regulatory Commission (CSRC) for registration before implementation. There is uncertainty regarding whether this issuance can obtain the necessary approvals from relevant regulatory authorities and the timing of such approvals.
- The Company will fulfill its information disclosure obligations in a timely manner based on the progress of subsequent matters related to this issuance. There are uncertainties regarding this issuance, and investors are advised to pay attention to investment risks.
I. Overview of Related Transactions
The issuance target for this issuance is Xingyue Commercial. On March 27, 2026, the Company's controlling shareholder, Beijing Daan Century Investment Management Co., Ltd. (hereinafter referred to as "Daan Century"), along with Beijing Yuehua Zhongcheng Investment Management Center (Limited Partnership) (hereinafter referred to as "Yuehua Zhongcheng"), signed a "Share Transfer Agreement" with Nanjing Dele Technology Group Co., Ltd. (hereinafter referred to as "Dele Technology"), a controlling subsidiary of Xingyue Commercial. According to the "Share Transfer Agreement," Daan Century and Yuehua Zhongcheng will transfer a total of 26,013,359 shares (accounting for 20.33% of the total share capital before issuance) of the listed company to Dele Technology through an agreement 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 date of this announcement, Mr. Chen Zhu is the actual controller of Xingyue Commercial and Dele Technology, with Xingyue Commercial being the controlling shareholder of Dele Technology. The control relationship among the three is as follows:
In summary, the issuance target constitutes a related relationship with the Company, and this issuance constitutes a related transaction. This related transaction does not constitute a major asset restructuring as defined by the "Administrative Measures for Major Asset Restructuring of Listed Companies," nor does it constitute a restructuring listing. The Company will strictly follow laws, regulations, and internal regulations to carry out the approval procedures for related transactions. This related transaction requires approval from the shareholders' meeting, review by the Shenzhen Stock Exchange, and consent from the CSRC for registration before implementation, with related shareholders having a vested interest in this related transaction abstaining from voting.
II. Introduction of Related Parties
(A) Basic Information of Related Parties
The issuance target for this issuance is Xingyue Commercial.