上海北特科技集团股份有限公司关于注销已回购业绩承诺补偿股份实施结果暨股份变动公告

Core Viewpoint - The company, Shanghai Beite Technology Group Co., Ltd., has completed the repurchase and cancellation of shares related to performance compensation obligations due to its subsidiary's failure to meet performance commitments [2][4][5]. Group 1: Share Repurchase and Cancellation - The company repurchased a total of 117,198 shares from three individuals at a total price of RMB 1.00, which represents 0.03% of the company's total share capital before cancellation [2]. - Following the cancellation of these shares, the company's total share capital will decrease from 346,507,013 shares to 346,389,815 shares [3]. - The shares were transferred to the company's repurchase account as confirmed by the China Securities Depository and Clearing Corporation on October 31, 2024, and October 15, 2025 [2][8]. Group 2: Performance Compensation Agreement - The repurchase is part of a performance compensation agreement related to the acquisition of 95.7123% of Shanghai Guangyu Automotive Air Conditioning Compressor Co., Ltd. [4]. - The company had previously agreed to repurchase shares from 32 individuals due to the failure to meet performance commitments outlined in the profit compensation agreement [4][5]. - A court ruling mandated that 15 individuals must return a total of 20,178,807 shares to the company, which were subsequently transferred to the company's repurchase account [7]. Group 3: Stock Issuance - On January 27, 2026, the company issued 7,980,845 new A-shares through a simplified procedure, increasing its share capital from 338,526,168 shares to 346,507,013 shares [2][8]. - The company will complete the registration of the new shares with the China Securities Depository and Clearing Corporation [8]. Group 4: Shareholder Actions - The company's actual controller and major shareholder reduced their holdings by a total of 14,344,500 shares through block trades between September 2020 and May 2021, which accounted for 4.14% of the total share capital before the repurchase [9]. - Other senior management personnel also sold a total of 93,000 shares, representing 0.03% of the total share capital before the repurchase [9]. Group 5: Future Actions - The company plans to complete the cancellation of the repurchased shares on February 4, 2026, and will proceed with the necessary changes to its registered capital and corporate charter [10][11]. - The company will ensure compliance with information disclosure obligations following the share cancellation [11].