山大地纬软件股份有限公司关于控股股东签署一致行动人协议暨权益变动的提示性公告

Core Viewpoint - The announcement details the signing of a concerted action agreement between Shandong High-speed Group and Shandong Shanda Capital, which collectively control 29.58% of the voting rights in Shanda Diwei Software Co., Ltd. This agreement aims to enhance collaboration and resource utilization between the shareholders without changing the actual control of the company [2][4][13]. Group 1: Agreement Details - The concerted action agreement was signed on February 10, 2026, to ensure unified actions in shareholder meetings, board meetings, and management decisions [4][31]. - Shandong High-speed Group holds 24.59% of the shares, while Shandong Shanda Capital holds 4.99%, totaling 29.58% of the voting rights [4][30]. - The agreement does not trigger a mandatory takeover bid and does not change the company's controlling shareholder or actual controller [3][14]. Group 2: Implications for the Company - The signing of the agreement is expected to leverage the resource advantages of both shareholders, promoting synergy and quality development for the company [13][14]. - The agreement ensures that the actual control of the company remains with Shandong High-speed Group and the State-owned Assets Supervision and Administration Commission of Shandong Province [13][14]. - The agreement complies with relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China [14]. Group 3: Future Plans and Commitments - There are no plans for further share increases or disposals by the information disclosure obligors within the next 12 months [29]. - The agreement is valid for three years and will automatically renew unless either party objects [37]. - The parties commit to maintaining the independence of Shanda Diwei's operations and governance, ensuring no interference in its business activities [45].