Securities Code: 300736 Securities Abbreviation: Baibang Technology Announcement No.: 2026-040
Beijing Baihua Yuebang Technology Co., Ltd.
Announcement on Supplementary Agreement (I) to the Conditional Share Subscription Agreement Regarding Connected Transaction for Issuance of Shares to Specific Objects
The Company and the entire Board of Directors guarantee the truthfulness, accuracy, and completeness of the information disclosed in this announcement, and that there are no false representations, misleading statements, or material omissions.
Special Notice:
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On July 13, 2026, Beijing Baihua Yuebang Technology Co., Ltd. (hereinafter referred to as the "Company") held its Seventh Meeting of the Fifth Board of Directors, which deliberated and approved the "Proposal on the Revised Draft of the Company's 2026 Plan for Issuing Shares to Specific Objects" and the "Proposal on the Connected Transaction Involved in the Issuance of Shares to Specific Objects and the Supplementary Agreement (I) to the Conditional Share Subscription Agreement Signed with Nanjing Xingyue Commercial Management Partnership (Limited Partnership)," among other related proposals. It was agreed to adjust the pricing base date, issuance price, number of shares, lock-up period, and total amount of raised funds for the Company's 2026 issuance of shares to specific objects. Accordingly, a "Supplementary Agreement (I) to the Conditional Share Subscription Agreement" was signed with the subscriber Nanjing Xingyue Commercial Management Partnership (Limited Partnership) (hereinafter referred to as "Xingyue Commercial").
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In accordance with the relevant provisions of the "Shenzhen Stock Exchange GEM Stock Listing Rules" (hereinafter referred to as the "Listing Rules"), this issuance constitutes a connected transaction. This connected transaction does not constitute a major asset restructuring as defined by the "Measures for the Administration of Major Asset Restructuring of Listed Companies," nor does it constitute a restructuring of the listed company.
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In accordance with relevant laws, regulations, and other normative documents, this issuance of shares to specific objects is still subject to approval by the Company's shareholders' meeting, review by the Shenzhen Stock Exchange, and approval from the China Securities Regulatory Commission (CSRC) before it can be implemented. Whether this issuance can be approved by the relevant regulatory authorities and the time required for such approval are subject to uncertainty.
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Regarding subsequent matters related to this issuance, the Company will fulfill its information disclosure obligations in a timely manner based on the progress of the matter.
The current issuance is subject to uncertainties, and investors are advised to pay attention to investment risks.
I. Overview of Connected Transactions
The subscriber for the Company's issuance of shares to specific objects is Xingyue Commercial.
As of the disclosure date of this announcement, Nanjing Dele Technology Group Co., Ltd. (hereinafter referred to as "Dele Technology") holds 26,013,359 shares of the listed company, accounting for 20.33% of the Company's total share capital before issuance, making it the controlling shareholder of the Company. Xingyue Commercial is the controlling shareholder of Dele Technology, and Mr. Chen Zhu is the actual controller of the Company. The equity control relationship between the Company, its controlling shareholder, and its actual controller is as follows:
[Chart: Equity control relationship]
In summary, the subscriber in this issuance has a connected relationship with the Company, and this issuance constitutes a connected transaction.
This connected transaction does not constitute a major asset restructuring as defined by the "Measures for the Administration of Major Asset Restructuring of Listed Companies," nor does it constitute a restructuring of the listed company.
The Company will strictly follow the approval procedures for connected transactions in accordance with laws, regulations, and its internal rules. This connected transaction requires approval from the Company's shareholders' meeting, review by the Shenzhen Stock Exchange, and approval from the CSRC before implementation. Connected shareholders with an interest in this connected transaction will abstain from voting.