Letter of Intent for Equity Acquisition
This Letter of Intent is signed by the following parties on August 26, 2026, in Jinhua:
Party A (Acquirer): Zhejiang Yibang Electric Technology Co., Ltd.
Unified Social Credit Code: 913307012549998389
Legal Representative: Chen Hong
Party B (Transferring Shareholder of Target Company):
B1: Nanjing Youpin Technology Co., Ltd.
Unified Social Credit Code: 91320105MAC69QEF6Y
B2: Anqing Yingjiang Advantage Industrial Investment Fund Partnership (Limited Partnership)
Unified Social Credit Code: 91340802MA8PR6RA1N
B3: Zhai Yuhong
ID Number: 110108197307020078
Address: Room 1501, Building 1, No. 18 Fengfu Road, Baixia District, Nanjing
Party C (Target Company): Anhui Youpin New Material Co., Ltd.
Unified Social Credit Code: 91340802MAD6943PXN
Actual Controller (hereinafter referred to as "Actual Controller"): Wang Gang
ID Number: 120106197008127018
Address: Unit 2704, Building 1, Phase 1, Yaju Le Binjiang International, Tianpu Road, Jiangpu Street, Pukou District, Nanjing, Jiangsu Province
Whereas:
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Party C is a legally established and effectively existing legitimate operating entity, and the actual controller is Mr. Wang Gang;
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Party B is a legally registered shareholder of Party C. The ownership of the equity originates legally, and the acquisition procedures are compliant, possessing full qualifications as a shareholder for equity transfer and disposal authority;
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Party A is a publicly listed company in China, possessing sufficient own funds and compliant M&A capabilities.
The transaction complies with Party A's articles of association, strategic development, and listed company's external investment regulations, and can be legally processed through internal decision-making and information disclosure procedures.
- Parties A, B, and the actual controller of Party C have reached a consensus on the core transaction conditions through friendly negotiation. To lock in the transaction intention, standardize preliminary performance, clarify core responsibilities, and mitigate acquisition risks, all parties, based on the principles of equality, voluntariness, fairness, integrity, and shared risk, hereby enter into this Letter of Intent for mutual adherence.
Article 1: Subject Matter, Transaction Method, and Overall Arrangement
1.1 Core Subject Matter: Party A will acquire 45% of Party C's equity in cash from Party B (initially Party B2 holds 33.9381%, Party B3 holds 11.0619%, totaling 45%). Additionally, Party B1 irrevocably entrusts 6% of the voting rights to Party A. Upon completion of the transaction, Party A will obtain control of Party C and include it in Party A's consolidated financial statements.
1.2 Transaction Method: This transaction is a pure cash acquisition and does not involve share issuance, asset swaps, debt assumption, debt-to-equity swaps, gratuitous transfers, or any other transaction methods.
1.3 Equity Ownership Representation of Party C: The transferor represents that the equity held in Party C is free from any encumbrances such as pledges, mortgages, seizures, freezes, guarantees, entrusted ownership, ownership disputes, or pre-emptive purchase rights restrictions. It can be transferred to Party A completely, cleanly, and without burden.
1.4 Pre-emptive Purchase Right Procedure: Party B undertakes to obtain written statements from the shareholders of Party C waiving their pre-emptive purchase rights before the formal signing of the "Equity Transfer Agreement."
1.5 Voting Rights Entrustment Arrangement: Party B1 irrevocably and without consideration entrusts Party A with the exercise of all shareholder voting rights corresponding to its total 6% equity in Party C. During the entrustment period, the entrusting party shall not exercise these voting rights itself, nor shall it entrust a third party or revoke the entrustment. Specific matters shall be stipulated in the formal "Equity Transfer Agreement."
Article 2: Valuation, Consideration System, Installment Payment Arrangement, and Performance Guarantee Mechanism
2.1 Overall Valuation: The parties confirm that the overall valuation of Party C shall not exceed RMB 700,000,000 (Seven Hundred Million Yuan). The corresponding transaction price for the target equity (45%) shall not exceed RMB 315,000,000 (Three Hundred and Fifteen Million Yuan).