Announcement of Zhenan Technology Co., Ltd. Regarding Issuance of Shares to Specific Targets Involving Related Party Transactions
The Company and all members of the Board of Directors guarantee that the information disclosed is true, accurate, and complete, with no false records, misleading statements, or material omissions.
Special Risk Warning:
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The issuance of shares to specific targets (hereinafter referred to as the "Issuance") is subject to the review and approval of the Shenzhen Stock Exchange (hereinafter referred to as the "SZSE") and the registration approval of the China Securities Regulatory Commission (hereinafter referred to as the "CSRC"). There is uncertainty regarding whether these approvals can be obtained, and investors are advised to be aware of investment risks.
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The subscribers for this Issuance are Ms. Ning Huaxiang, one of the company's joint actual controllers, and Shenzhen Dongchuang Shuzhi Technology Co., Ltd. (hereinafter referred to as "Dongchuang Shuzhi"), which is controlled by the joint actual controllers. According to the "Shenzhen Stock Exchange GEM Listing Rules," this Issuance constitutes a related party transaction.
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This related party transaction will not result in a change in the company's controlling shareholder or actual controller, nor will it cause the company's shareholding distribution to fail to meet listing requirements.
I. Overview of Related Party Transactions
The number of shares to be issued by the company will be determined by dividing the total fundraising amount of no more than 630,194,700 RMB by the issue price, and shall not exceed 46,416,652 shares (inclusive), which is no more than 30% of the company's total share capital before the Issuance. Ms. Ning Huaxiang will subscribe for no more than 315,097,300 RMB and no more than 23,208,326 shares. Dongchuang Shuzhi will subscribe for no more than 315,097,300 RMB and no more than 23,208,326 shares. The issue price shall not be lower than 80% of the average trading price of the company's shares for the 20 trading days preceding the pricing benchmark date, which is the first day of the issuance period. Ms. Ning Huaxiang and Dongchuang Shuzhi have signed the "Conditional Share Subscription Agreement," the "Supplementary Agreement to the Conditional Share Subscription Agreement," and the "Second Supplementary Agreement to the Conditional Share Subscription Agreement" with the company. As Ms. Ning Huaxiang is a joint actual controller and Dongchuang Shuzhi is wholly owned by the joint actual controllers Mr. Zhou Jianqi and Ms. Ning Huaxiang, this Issuance constitutes a related party transaction under the "Shenzhen Stock Exchange GEM Listing Rules."
This related party transaction does not constitute a major asset restructuring as defined by the "Administrative Measures for Major Asset Restructuring of Listed Companies."
This transaction has been reviewed and approved by the 28th meeting of the 4th Board of Directors, the 2026 First Extraordinary General Meeting, the 33rd meeting of the 4th Board of Directors, and the 34th meeting of the 4th Board of Directors. Related directors and shareholders abstained from voting. The relevant proposals were reviewed and approved by the independent directors' special meeting. This matter is still subject to approval by the SZSE and registration by the CSRC.
II. Basic Information of Related Parties
(I) Ms. Ning Huaxiang
- Basic Information
Ning Huaxiang, female, Chinese nationality, born in April 1968, resides in Nanshan District, Shenzhen, Guangdong Province, and has no permanent residency abroad. She holds a bachelor's degree and graduated from Hunan Normal University in 1992.
- Major Positions Held in the Last Five Years