线上线下: 关于控股股东、实际控制人及其一致行动人签署《股份转让协议》《表决权放弃协议》暨公司控制权拟发生变更的提示性公告

Core Viewpoint - The announcement details a significant change in control for Wuxi Online and Offline Communication Information Technology Co., Ltd, as the major shareholders plan to transfer 10,706,199 shares, representing 13.32% of the total share capital, to Shenzhen Shenlei Technology Co., Ltd, which will become the new controlling shareholder [1][2][8]. Summary by Sections Share Transfer Details - The controlling shareholders, Wang Kun and Men Qingjuan, along with Wuxi Junmao Investment Co., Ltd, will transfer a total of 10,706,199 shares to Shenzhen Shenlei Technology Co., Ltd, which constitutes 13.32% of the total share capital [1][2]. - Post-transfer, the shareholders will relinquish voting rights for 32,118,605 shares, accounting for 39.96% of the total share capital [1][2]. Shareholder Structure Before and After Transfer - Before the transfer, the shareholding structure includes: - Wang Kun: 27,744,994 shares (34.52% voting rights) - Men Qingjuan: 9,403,115 shares (11.70% voting rights) - Wuxi Junmao: 5,676,695 shares (7.06% voting rights) [3][4]. - After the transfer, the new structure will be: - Shenzhen Shenlei: 10,706,199 shares (13.32%) - Wang Kun: 20,808,746 shares (25.89%) - Men Qingjuan: 7,052,337 shares (8.78%) - Wuxi Junmao: 4,257,522 shares (5.34%) [3][4]. Compliance and Approval Process - The transfer is subject to approval from the shareholders' meeting, antitrust review by the State Administration for Market Regulation, and compliance confirmation from the Shenzhen Stock Exchange [2][8]. Future Share Transfer Phases - The agreement outlines a phased approach for future share transfers, with the second phase involving an additional 8,029,650 shares (9.99% of total capital) to be transferred by June 30, 2026 [8][11]. - The third phase will include the transfer of 5,366,453 shares (6.68% of total capital) by June 30, 2027 [11][12]. Financial Terms - The total payment for the first phase of the share transfer is set at approximately 466.25 million yuan, with specific amounts allocated to each transferring party [15][17].