Core Viewpoint - The company is responding to the Shanghai Stock Exchange's inquiry regarding its application for a specific issuance of A-shares, detailing the share transfer agreements and the implications for control and governance [1][4][10]. Group 1: Share Transfer and Pricing - On March 14, 2025, Shanghai Hamao and Yang Lei signed share transfer agreements, acquiring a total of 19.67% of the company's shares, with Hamao becoming the controlling shareholder and Yang the actual controller [1][4]. - The total amount raised from this issuance is capped at 840.2871 million yuan, with a share price set at 11.70 yuan, subject to a 36-month lock-up period [1][4]. - The share transfer price for Hamao was set at 90% of the closing price prior to the agreement, while Yang Lei's price matched the closing price, indicating no significant pricing discrepancies [5][6][7]. Group 2: Shareholding Structure Post-Issuance - The maximum number of shares to be issued is 71,819,411, with Hamao intending to subscribe to this full amount [10][11]. - Post-issuance, Hamao and Yang Lei's combined shareholding is projected to increase from 19.57% to 38.06%, enhancing their voting rights from 22.85% to 38.25% [12][11]. Group 3: Control and Governance - The arrangement for Yang Lei to control voting rights while allowing Sun Jisheng to retain some rights under specific conditions aims to stabilize the company's governance during the transition [13][14]. - The agreement includes a clause for Sun Jisheng to potentially regain control under certain conditions, but the likelihood of this occurring is deemed low due to the parties' commitment to maintaining Hamao's control [22][20]. Group 4: Performance Commitments - Sun Jisheng has committed to ensuring the company's net profit does not fall below -200 million yuan for the years 2025 to 2027, with no provisions for changes or waivers to this commitment [23][24]. - The new shareholders are expected to leverage their industry resources to enhance the company's operational capabilities and market position, thereby supporting the achievement of performance commitments [24][23].

Core Viewpoint - The company is undergoing a significant change in control, with Shanghai Hamao becoming the new controlling shareholder and Yang Lei as the actual controller, following a series of share transfer agreements and a planned issuance of A-shares to specific investors [3][10][12]. Group 1: Share Transfer and Issuance Details - On March 14, 2025, Shanghai Hamao signed a share transfer agreement to acquire 13.67% of the company's shares, while Yang Lei acquired 6.00% [3][4]. - The total amount to be raised from the issuance of A-shares is capped at 840.2871 million yuan, with a share price set at 11.70 yuan [3][4]. - The issuance will involve a lock-up period of 36 months for the newly issued shares [3][4]. Group 2: Pricing and Valuation - The share transfer price for Shanghai Hamao was set at 13.76 yuan per share, which is based on 90% of the closing price prior to the agreement, while Yang Lei's acquisition price was 15.28 yuan per share [5][6]. - The issuance price of 11.70 yuan per share is determined to be in compliance with relevant regulations, being 80% of the average trading price over the previous 20 trading days [7][10]. Group 3: Control and Governance - The control structure of the company is expected to stabilize, with Yang Lei and Shanghai Hamao holding a combined voting power of approximately 38.25% post-issuance, significantly higher than the previous controlling shareholder, Sun Jisheng [12][24]. - The agreement includes a provision for Sun Jisheng to relinquish voting rights for a specified period, ensuring a clear control transition to Yang Lei and Shanghai Hamao [13][15]. Group 4: Performance Commitments - Sun Jisheng has committed to ensuring that the company's net profit does not fall below a certain threshold during the performance commitment period, with a total loss limit set at 200 million yuan [20][22]. - The company anticipates that the new controlling shareholders will leverage their industry resources to enhance operational efficiency and market competitiveness, thereby supporting the achievement of performance commitments [21][22].

Core Viewpoint - Youon Technology Co., Ltd. plans to issue up to 71,819,411 shares of RMB ordinary stock (A shares) to specific investors, with China International Capital Corporation (CICC) acting as the sponsor for this issuance [1][16]. Group 1: Issuance Details - The issuance will involve a total of 71,819,411 shares, which includes the shares being issued [1]. - The company has complied with relevant laws and regulations, including the Company Law and Securities Law, in preparing for this issuance [1][19]. - The issuance is intended for specific investors and will not be conducted through public solicitation [19]. Group 2: Company Overview - Youon Technology Co., Ltd. was established on August 24, 2010, and is registered in Changzhou, Jiangsu Province [1]. - The company specializes in the development, manufacturing, integration, installation, debugging, sales, and information technology services related to public bicycle systems [1][2]. - The company also engages in the development and sales of various electronic devices, including electric bicycles and artificial intelligence equipment [2]. Group 3: Financial Performance - As of March 31, 2025, the company's total assets were RMB 436,379.52 million, with total liabilities of RMB 120,974.70 million, resulting in shareholders' equity of RMB 315,404.82 million [3]. - The company's revenue for the first quarter of 2025 was RMB 8,339.92 million, while the operating profit was a loss of RMB 2,194.77 million [3][4]. - The net profit attributable to the parent company for the first quarter of 2025 was a loss of RMB 2,462.50 million [4]. Group 4: Shareholder Structure - As of April 30, 2025, the total share capital of the company was 240,601,181 shares, with the top ten shareholders holding significant portions of the equity [2]. - The largest shareholder, Youon Technology Co., Ltd., holds 57.65% of the total shares [2]. Group 5: Regulatory Compliance - CICC has conducted thorough due diligence and confirmed that Youon Technology meets the basic conditions for issuing A shares to specific investors [11][16]. - The company has followed the necessary decision-making procedures as required by law, including board meetings and shareholder approvals [17][18].