301503SZSE
🚨 Material Event

Announcement on the Purchase of 100% Equity of Fengxu International Investment Co., Ltd.

Zhiditech Co., Ltd.··6 pages

✨ AI Summary

Zhuhai Zhiditech Co., Ltd. plans to acquire 100% equity of Fengxu International Investment Co., Ltd. for approximately RMB 152.29 million to enhance its international strategy and mitigate risks associated with its Vietnamese subsidiary. The acquisition has been approved by the board and will not require shareholder approval. Fengxu International will become a wholly-owned subsidiary, contributing to the company's consolidated financial statements.

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Full Translation

AI Translation· azure_openai

Zhuhai Zhiditech Co., Ltd. (hereinafter referred to as "the Company") and all members of the Board of Directors guarantee that the information disclosed is true, accurate, and complete, without false records, misleading statements, or major omissions.

I. Transaction Overview

  1. The basic situation of this transaction is to further promote the company's international strategic layout, expand international market business, enhance the company's core competitiveness, avoid risks related to rising rents and unstable lease terms of its Vietnamese subsidiary, and improve the operational stability and asset controllability of fundraising investment projects. The Company intends to use its own or raised funds of RMB 152.2948 million (subject to the actual transaction price) to purchase 100% equity of Fengxu International Investment Co., Ltd. (hereinafter referred to as "Fengxu International") held by Lu Jinkai and Mai Lixin. Upon completion of this transaction, Fengxu International will become a wholly-owned subsidiary of the Company, and its subsidiary, Fengxu Investment Co., Ltd. in Vietnam (hereinafter referred to as "Vietnam Fengxu"), will become a wholly-owned grandchild company, included in the Company's consolidated financial statements. This transaction does not constitute a related party transaction and does not constitute a major asset reorganization as defined by the "Administrative Measures for Major Asset Restructuring of Listed Companies."

  2. The review situation of this transaction has been approved by the Company's fourth board of directors' Strategic and ESG Committee at its first meeting in 2026 and the eighth meeting of the fourth board of directors. According to the relevant laws, regulations, normative documents, and the Company's Articles of Association, this transaction is within the decision-making authority of the Company's board of directors and does not require submission to the shareholders' meeting for review. The board of directors authorizes the management of the Company to handle all matters related to this transaction. This transaction still requires approval or filing procedures from the relevant authorities of the Chinese government and Vietnam, and the Company will fulfill its information disclosure obligations in a timely manner based on the progress of the matter.

II. Basic Information of the Counterparty

  1. Lu Jinkai, Macau ID number: 1602****, residence: Xiangzhou District, Zhuhai City, Guangdong Province.
  2. Mai Lixin, Macau ID number: 1243****, residence: Macau Special Administrative Region. As of the date of this announcement, the above-mentioned counterparties are not listed as dishonest executors and have no related relationships with the Company or its top ten shareholders, directors, and senior management in terms of property rights, business, assets, debts, personnel, etc., nor are there any other relationships that may or have caused the Company to favor their interests.

III. Basic Information of the Target

  1. Company Name: Fengxu International Investment Co., Ltd.
  2. Company Address: Shop X, Xinghai Haoting, 403 Xianxinghai Avenue, Macau.
  3. Registration Number: 79870 (SO).
  4. Company Type: Limited Liability Company.
  5. Establishment Date: September 26, 2019.
  6. Registered Capital: MOP 500,000.
  7. Administrative Management Members: Lu Jinkai (General Manager).
  8. Business Scope: Overseas investment, investment services, commercial trade.
  9. Equity Structure: Lu Jinkai holds 90% of Fengxu International's equity, and Mai Lixin holds 10%; Fengxu International holds 100% of Vietnam Fengxu.
  10. Major Financial Data for the Last Year and Period: The accounting statements for the year 2024 are unaudited; the accounting statements for 2025 have been audited by Grant Thornton (Special General Partnership) and issued the "Audit Report for Fengxu International Investment Co., Ltd. for 2025" (Grant Thornton Audit No. [2026] 442C011110). The main financial data of the consolidated statements is as follows:
ItemDecember 31, 2024December 31, 2025
Total Assets97,322,252.2596,974,639.58
Total Liabilities20,755,134.9417,918,102.65
Net Assets76,567,117.3179,056,536.93

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