1. Overview of the Announcement
Listed Company Name: Xiamen Jiarong Technology Co., Ltd.
Stock Listing Location: Shenzhen Stock Exchange
Stock Abbreviation: Jiarong Technology
Stock Code: 301148
Acquirer: Xiamen Puyu Investment Partnership (Limited Partnership)
Address: 39th Floor, Shenzhen Venture Capital Plaza, No. 1066 Haide 3rd Road, Hai Zhu Community, Yuehai Street, Nanshan District, Shenzhen, Guangdong Province
Signing Date: May 25, 2026
2. Acquirer's Declaration
- The acquirer has prepared this report in accordance with the "Securities Law of the People's Republic of China," "Measures for the Administration of the Acquisition of Listed Companies," "Guidelines No. 16 on the Content and Format of Information Disclosure by Companies Issuing Securities to the Public - Acquisition Report of Listed Companies," and other relevant laws and regulations.
- This report fully discloses the shares held by the acquirer (including investors and others acting in concert) in Jiarong Technology as of the signing date. Except for the disclosed shareholding information, the acquirer does not hold any other rights in Jiarong Technology through any other means.
- The acquirer has obtained the necessary authorization and approval to sign this report, and its execution does not violate any provisions of its articles of association or internal rules.
- The issuance of shares for asset acquisition and the raising of supporting funds involved in this acquisition have been approved by the board of directors of the listed company and are subject to approval by the shareholders' meeting, review by the Shenzhen Stock Exchange, and registration by the China Securities Regulatory Commission (CSRC) before implementation. The number of shares the acquirer ultimately holds in the listed company may be adjusted due to regulatory policy changes or requirements from review and/or issuance registration documents.
- This acquisition is part of the listed company's issuance of shares for asset acquisition and raising supporting funds, resulting in the acquirer holding more than 30% of the issued shares of Jiarong Technology. According to Article 63 of the "Measures for the Administration of the Acquisition," investors can be exempt from making a tender offer under certain conditions. The acquirer has committed not to transfer the newly issued shares for three years, and the shareholders' meeting will approve the exemption from making a tender offer to ensure compliance with relevant regulations.
- This acquisition is conducted based on the information contained in this report. No other person has been entrusted or authorized to provide information not listed in this report or to make any explanations or statements regarding this report.
3. Table of Contents
- Acquirer's Declaration ........................................................................................................................... 2
- Section 1: Definitions ......................................................................................................................... 4
- Section 2: Introduction of the Acquirer .............................................................................................. 5
- Section 3: Acquisition Decision and Purpose .................................................................................... 11
- Section 4: Acquisition Method ........................................................................................................... 14
- Section 5: Source of Funds ................................................................................................................ 24
- Section 6: Exemption from Making a Tender Offer ........................................................................... 25
- Section 7: Other Significant Matters .................................................................................................. 26
- Acquirer's Declaration ......................................................................................................................... 27