Securities Code: 301045
Securities Abbreviation: Tianlu Technology
Announcement No.: 2026-034
Suzhou Tianlu Guangke Technology Co., Ltd.
Announcement on Termination of Concerted Action Agreement Between Relevant Shareholders and Change of Controlling Shareholder and Actual Controller
The Company and the entire Board of Directors guarantee that the information disclosed is true, accurate, and complete, and contains no false records, misleading statements, or major omissions.
Special Notes:
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This change in equity is due to the termination of the concerted action agreement, leading to a change in the controlling shareholder and actual controller. It does not involve any change in the number of shares held by shareholders.
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After the termination of the concerted action agreement, the company's controlling shareholder and actual controller will change from Mr. Mei Tan and Mr. Chen Ling to Mr. Mei Tan.
I. Signing and Performance of the Concerted Action Agreement
To ensure legal and effective control of the Company and to safeguard its stable operation, Mr. Mei Tan and Mr. Chen Ling signed the "Concerted Action Agreement" and the "Supplementary Agreement to the Concerted Action Agreement" on August 19, 2016, and January 12, 2021, respectively. The "Concerted Action Agreement" stipulated that "when the parties cannot reach a consensus on major decision-making matters of the Company when exercising shareholder/director rights, Mr. Mei Tan's opinion shall prevail, and concerted action shall be taken." The term of the concerted action agreement was from the effective date of the agreement until June 30, 2026. If, upon the expiration of this period, the Company had been listed for less than 36 months, the concerted action period would be automatically extended until the 36th month after the Company's listing. The Company was listed on the ChiNext market of the Shenzhen Stock Exchange on August 13, 2021. As of June 30, 2026, 36 months have passed.
During the term of the "Concerted Action Agreement" and the "Supplementary Agreement to the Concerted Action Agreement," Mr. Mei Tan and Mr. Chen Ling fully complied with the agreed-upon provisions and commitments regarding concerted action when handling matters related to the Company's business operations that required approval from the Board of Directors and the Shareholders' General Meeting. No violations of the "Concerted Action Agreement" and the "Supplementary Agreement to the Concerted Action Agreement" occurred.
II. Termination of the Concerted Action Agreement
(I) Expiration of the Concerted Action Agreement
After friendly negotiation, Mr. Mei Tan and Mr. Chen Ling decided not to renew the "Concerted Action Agreement" and the "Supplementary Agreement to the Concerted Action Agreement." On June 29, 2026, they issued a "Letter of Intent Regarding the Expiration and Non-Renewal of the Concerted Action Agreement" to the Company. The concerted action relationship between the two parties will terminate upon the expiration of the agreement on June 30, 2026.
Upon the expiration of the "Concerted Action Agreement" and the "Supplementary Agreement to the Concerted Action Agreement," the shares held by the parties in the Company will no longer be aggregated. Each party will act as an independent shareholder and/or director, enjoying and exercising shareholder and/or director rights and fulfilling relevant shareholder and/or director obligations in accordance with relevant laws, regulations, and the Company's articles of association, based on their own intentions.
(II) Circumstances of the Termination of the Concerted Action Agreement