Announcement on Proposed Transfer of Part of Company Shares by Same Controller Shareholder and Change in Equity
The information provided by the company's controlling shareholder Zhejiang Chengjian Group Co., Ltd. and Mr. Cen Zhengping and Ms. Ou Weizhou is true, accurate, and complete, and does not contain any false records, misleading statements, or major omissions.
The Company and the entire Board of Directors guarantee that the content of this announcement is consistent with the information provided by the information disclosure obligors.
Special Reminder:
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On July 29, 2026, Zhejiang Chengjian Group Co., Ltd. (hereinafter referred to as "Chengjian Group"), the controlling shareholder of Hanjia Smart Technology Group Co., Ltd. (hereinafter referred to as the "Company" or "Listed Company"), and the actual controllers of the Company, Mr. Cen Zhengping and Ms. Ou Weizhou, signed the "Share Transfer Agreement". Chengjian Group intends to transfer 31,833,551 shares of the Company (accounting for 14.10% of the Company's total share capital) to Mr. Cen Zhengping and 31,603,366 shares of the Company (accounting for 14.00% of the Company's total share capital) to Ms. Ou Weizhou through an agreement transfer.
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Mr. Cen Zhengping and Ms. Ou Weizhou indirectly hold 100% of the shares of Chengjian Group and are the actual controllers of Chengjian Group and the Company. This agreement transfer is an internal transfer between different entities under the same controller, does not involve a tender offer, and does not involve reducing holdings in the secondary market.
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If this share transfer agreement is completed, the Company's controlling shareholder will change from Chengjian Group to Mr. Cen Zhengping and Ms. Ou Weizhou, and the actual controllers will remain Mr. Cen Zhengping and Ms. Ou Weizhou.
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This agreement transfer is subject to compliance review by the Shenzhen Stock Exchange. After the review is passed, the transfer of shares can be processed at the Shenzhen Branch of China Securities Depository and Clearing Corporation Limited. The completion of this transaction is uncertain, and investors are advised to pay attention to investment risks.
I. Overview of the Change in Equity
(I) Basic Situation of the Change in Equity
- On July 29, 2026, the Company's controlling shareholder Chengjian Group and the Company's actual controllers Mr. Cen Zhengping and Ms. Ou Weizhou signed the "Share Transfer Agreement". According to the "Share Transfer Agreement", Chengjian Group intends to transfer 31,833,551 shares of the Company (accounting for 14.10% of the Company's total share capital) to Mr. Cen Zhengping at a price of RMB 9.50 per share, and transfer 31,603,366 shares of the Company (accounting for 14.00% of the Company's total share capital) to Ms. Ou Weizhou. After the completion of this agreement transfer, the controlling shareholder of the listed company will change from Chengjian Group to Mr. Cen Zhengping and Ms. Ou Weizhou, and the actual controllers will remain Mr. Cen Zhengping and Ms. Ou Weizhou.
The shareholding situation of the relevant shareholders before and after this agreement transfer is as follows:
| Shareholder Name | Holdings Before Change (Shares) | Shareholding Ratio Before Change | Holdings After Change (Shares) | Shareholding Ratio After Change |
|---|---|---|---|---|
| Chengjian Group | 99,555,050 | 44.10% | 36,118,133 | 16.00% |
| Cen Zhengping | 1,500,000 | 0.66% | 33,333,551 | 14.77% |
| Ou Weizhou | 30,000 | 0.01% | 31,633,366 | 14.01% |
- On the same day as the signing of this share transfer agreement, Chengjian Group also signed "Share Transfer Agreements" with Mr. Pan Weizhi and Mr. Zhu Anping respectively. According to the agreements, Chengjian Group intends to transfer 15,801,683 shares of the Company (accounting for 7.00% of the Company's total share capital) to Mr. Pan Weizhi and 20,316,450 shares of the Company (accounting for 9.00% of the Company's total share capital) to Mr. Zhu Anping through agreement transfer. For specific details, please refer to the "Announcement on the Signing of Share Transfer Agreements by the Controlling Shareholder and Change in Equity" (Announcement No.: 2026-048) disclosed by the Company on the Juchao Information Network.