إعلان شركة بكين جين تشينغ زي تكنولوجي المحدودة حول تقدم بيع حصصها في الشركات المشاركة

Log in to the Sina Finance app, search for【information disclosure】to view assessment grades

Stock code: 688291 Stock abbreviation: Jin O. Public announcement number: 2026-014

Beijing Jin Orange Technology Co., Ltd.

Announcement on progress regarding the sale of equity interests in an investee company

The board of directors of this Company and all directors hereby guarantee that there are no false records, misleading statements or material omissions in the contents of this announcement, and assume legal responsibility for the truthfulness, accuracy and completeness of the contents of this announcement.

I. Overview of the transaction

Beijing Jin Orange Technology Co., Ltd. (hereinafter referred to as the “Company” or “Jin Orange”) held the 17th meeting of the Fourth Session of the Board of Directors on November 13, 2025, and the third extraordinary general meeting of shareholders in 2025 on December 2, 2025, during which it considered and approved the “Proposal on the Sale of Equity Interests in an Investee Company”. It agreed that Xu Haijian, Xu Haifeng, Guo Yonghua, and Zhou Zhikai, in aggregate, would purchase from the Company the registered capital of Suzhou Kamenhas Laser Technology Co., Ltd. (hereinafter referred to as “Kamenhas”) held by the Company in an amount of RMB 75.00 million, representing RMB 4.1667 million of registered capital of Kamenhas, accounting for 15% of the total registered capital of Kamenhas. For details, please refer to the Company’s announcement published on the website of the Shanghai Stock Exchange (www.sse.com.cn) on November 14, 2025 and December 3, 2025: “Announcement on the Sale of Equity Interests in an Investee Company by Beijing Jin Orange Technology Co., Ltd.” (Announcement No. 2025-052) and “Announcement of Resolutions of the Third Extraordinary General Meeting of Shareholders in 2025 of Beijing Jin Orange Technology Co., Ltd.” (Announcement No. 2025-057).

As of December 3, 2025, the Company has signed, with Xu Haijian, Xu Haifeng, Guo Yonghua, Zhou Zhikai, Zhang Lulul, Suzhou Kamenhas No.1 Technology Services Partnership (Limited Partnership), Suzhou Has No.1 Technology Services Partnership (Limited Partnership), Suzhou Kamenhas No.2 Technology Development Partnership (Limited Partnership), Suzhou Has No.2 Technology Services Partnership (Limited Partnership), Zhuhai Haoyuan Investment Co., Ltd., Lu Junming, Changzhou Xiyang Liancius Entrepreneurship Investment Partnership (Limited Partnership), and Changzhou Xiyang Wenxin Entrepreneurship Investment Partnership (Limited Partnership), relevant agreements including the “Equity Transfer Agreement of Suzhou Kamenhas Laser Technology Co., Ltd.” (hereinafter referred to as the “Equity Transfer Agreement”), etc. For details, please refer to the Company’s announcement published on the website of the Shanghai Stock Exchange (www.sse.com.cn) on December 3, 2025: “Announcement on Progress Regarding the Sale of Equity Interests in an Investee Company by Beijing Jin Orange Technology Co., Ltd.” (Announcement No. 2025-058).

Pursuant to the “Equity Transfer Agreement”, within 30 days after the agreement becomes effective, Xu Haijian, Xu Haifeng, Guo Yonghua, and Zhou Zhikai shall pay Jin Orange RMB 35.00 million (hereinafter referred to as the “First Equity Transfer Consideration”). Specifically, Xu Haijian shall pay RMB 14.00 million to Jin Orange, Xu Haifeng shall pay RMB 14.00 million to Jin Orange, Guo Yonghua shall pay RMB 4.67 million to Jin Orange, and Zhou Zhikai shall pay RMB 2.33 million to Jin Orange. As of January 5, 2026, the Company has received the first equity transfer consideration totaling RMB 21.00 million paid by Xu Haijian, Guo Yonghua, and Zhou Zhikai; the Company has not yet received the first equity transfer consideration of RMB 14.00 million payable by Xu Haifeng. For details, please refer to the Company’s announcement published on the website of the Shanghai Stock Exchange (www.sse.com.cn) on January 5, 2026: “Announcement on Progress Regarding the Sale of Equity Interests in an Investee Company by Beijing Jin Orange Technology Co., Ltd.” (Announcement No. 2026-001).

As of March 14, 2026, the Company has received the first equity transfer consideration of RMB 14.00 million paid by Xu Haifeng and, in accordance with the “Equity Transfer Agreement”, the first equity transfer consideration overdue payment-related liquidated damages and penalty interest arising from the late payment, totaling RMB 3.675 million, for a combined total of RMB 14.3675 million. The Company has received the full first equity transfer consideration totaling RMB 35.00 million paid by Xu Haijian, Xu Haifeng, Guo Yonghua, and Zhou Zhikai. For details, please refer to the Company’s announcement published on the website of the Shanghai Stock Exchange (www.sse.com.cn) on March 14, 2026: “Announcement on Progress Regarding the Sale of Equity Interests in an Investee Company by Beijing Jin Orange Technology Co., Ltd.” (Announcement No. 2026-003).

As of March 17, 2026, the Company has completed the full capital contribution in respect of the remaining RMB 1.3889 million subscribed amount of Kamenhas.

II. Transaction progress

As of the date of disclosure of this announcement, Kamenhas has completed the relevant industrial and commercial change filings and delivered the updated register of shareholders to the Company in accordance with the “Equity Transfer Agreement”. One of the Company’s controlling shareholders, one of the actual controllers, and Director Cheng Peng is no longer serving as a director of Kamenhas, and the relevant information has also been disclosed in the National Enterprise Credit Information Publicity System. After completion of this equity transfer, the Company holds 5% of the equity in Kamenhas.

To further clarify the payment schedule for the remaining equity transfer consideration and the breach liability for the transferee’s late payment, and to ensure the smooth progress of the transaction, through friendly negotiation, on March 31, 2026, the Company entered into the “Supplemental Agreement to the Equity Transfer Agreement for Suzhou Kamenhas Laser Technology Co., Ltd.” with Xu Haijian, Xu Haifeng, Guo Yonghua, and Zhou Zhikai (hereinafter referred to as the “Supplemental Agreement”).

III. Main contents of the “Supplemental Agreement”

1. Payment arrangement

1.1 All parties unanimously confirm that the second equity transfer consideration of RMB 20.00 million (in words: RMB Twenty million only) under the “Equity Transfer Agreement” shall be paid by the transferees separately to the accounts designated by the transferors by January 31, 2027. Specifically, Xu Haijian shall pay RMB 8.00 million to Jin Orange, Xu Haifeng shall pay RMB 8.00 million to Jin Orange, Guo Yonghua shall pay RMB 2.67 million to Jin Orange, and Zhou Zhikai shall pay RMB 1.33 million to Jin Orange.

1.2 All parties unanimously confirm that the third equity transfer consideration of RMB 20.00 million (in words: RMB Twenty million only) under the “Equity Transfer Agreement” shall be paid by the transferees separately to the accounts designated by the transferors by January 31, 2028. Specifically, Xu Haijian shall pay RMB 8.00 million to Jin Orange, Xu Haifeng shall pay RMB 8.00 million to Jin Orange, Guo Yonghua shall pay RMB 2.66 million to Jin Orange, and Zhou Zhikai shall pay RMB 1.34 million to Jin Orange.

2. Special provisions on the application of the grace period for penalty interest

2.1 All parties unanimously confirm that the “grace period for counting penalty interest for the party whose payment is overdue by more than 30 days” stipulated in the “Equity Transfer Agreement” has exceptions in its application. For the overdue payment facts that have occurred, all parties agree to adjust the applicable conditions for such grace period as follows:

From the effective date of the “Supplemental Agreement”, if Xu Haifeng fails to pay, within the payment deadline for any payment under the “Supplemental Agreement”, the equity transfer consideration to Jin Orange, then as of the date of overdue payment, Jin Orange shall have the right to require Xu Haifeng to: (1) calculate and pay the liquidated damages for the overdue period based on the bank loan interest rate applicable at the same period; and (2) at the same time, calculate and pay the penalty interest based on a daily rate of five ten-thousandths, until the date when all amounts are paid in full. The aforementioned liquidated damages and penalty interest shall apply concurrently, be calculated separately, shall not be set off against each other, and the 30-day grace period stipulated in the “Equity Transfer Agreement” shall no longer apply.

3. Supplemental provisions on the application of the grace period for penalty interest in future payment obligations

3.1 All parties unanimously agree that, for the subsequent payment obligations of Xu Haijian, Guo Yonghua, and Zhou Zhikai, the rule for applying the 30-day grace period stipulated in the “Equity Transfer Agreement” shall be dynamically adjusted as follows based on their performance records:

If any of the above parties fails to pay in full the second equity transfer consideration within the deadline under the “Supplemental Agreement”, and then, again, a late payment occurs when paying the third equity transfer consideration, then when that party’s payment of the third amount is overdue, starting from the date of the overdue payment, Jin Orange shall have the right to require that party to: (1) calculate and pay the liquidated damages for the overdue period based on the bank loan interest rate applicable at the same period; and (2) at the same time, calculate and pay the penalty interest based on a daily rate of five ten-thousandths, until the date when all amounts are paid in full. The aforementioned liquidated damages and penalty interest shall apply concurrently, be calculated separately, shall not be set off against each other, and the 30-day grace period stipulated in the “Equity Transfer Agreement” shall no longer apply.

4. Other matters

All parties shall strictly fulfill their obligations under the “Supplemental Agreement”. If any party fails to fulfill or does not fully fulfill its obligations under the “Supplemental Agreement”, it constitutes a breach of the “Supplemental Agreement”.

The “Supplemental Agreement” shall become effective as of the date when all parties formally sign it (natural persons sign, and legal persons sign by their legal representative or authorized representative and affix the company seal). The “Supplemental Agreement” and the “Equity Transfer Agreement” shall have equal legal effect. If there is any inconsistency between the “Equity Transfer Agreement” and the “Supplemental Agreement”, the “Supplemental Agreement” shall prevail.

IV. Impact on the Company

The purpose of signing the “Supplemental Agreement” in this transaction is to further clarify the payment time for the remaining equity transfer consideration and the breach liability of the transferee for late payment. It mainly aims to ensure the smooth progress of the transaction. There is no circumstance that would harm the interests of the Company and its minority shareholders, and it will not cause any material adverse impact on the Company’s daily production and operations. The Company will continue to monitor the subsequent progress of this equity transfer and, in accordance with the provisions of relevant laws, regulations and rules, timely perform information disclosure obligations.

V. Risk warning

Investors are kindly requested to pay attention that, due to the fact that this transaction involves a relatively large number of counterparties and the payment cycle of the equity transfer consideration is long, there is a risk that the counterparties may fail to fulfill their obligations to pay the equity transfer consideration in accordance with the agreement. Investors are kindly requested to invest prudently and pay attention to investment risks.

This announcement is hereby issued.

Board of Directors of Beijing Jin Orange Technology Co., Ltd.

April 1, 2026

Massive information, precise interpretation—available in the Sina Finance app