明略科技-W Subsidiary Set to Acquire Remaining Stake in Wuhan Ye Ying

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昨天

MININGLAMP-W (02718) has announced that on August 31, 2026, a share repurchase agreement was signed among Wuhan Ye Ying, Tencent Industrial Venture Capital, and Beijing Minlamp Software (an indirect non-wholly owned subsidiary of the company). Under this agreement, Beijing Minlamp Software has conditionally agreed to acquire, while Tencent Industrial Venture Capital has conditionally agreed to sell, the repurchased equity—representing all of Tencent's 11.33% stake in Wuhan Ye Ying, corresponding to registered capital of RMB 156,900. The agreed repurchase consideration is RMB 28.1829 million.

The repurchase consideration will be settled in two installments: RMB 14.0914 million is due before December 31, 2026, with the remaining RMB 14.0914 million payable by June 30, 2027. Following payment of the first installment, Tencent Industrial Venture Capital must cooperate within ten working days to complete the business registration changes for this portion. Similarly, after the second installment is paid, the seller has ten working days to finalize the remaining registration changes and handle the resignation procedures for its appointed director.

According to the shareholder agreement, Wuhan Ye Ying was required to meet a series of performance targets related to user expansion and new customer reporting across enterprises of various sizes. As these performance indicators were not achieved within the agreed timeframe, a trigger event occurred under the shareholder agreement. This obligates Beijing Minlamp Software to fulfill the repurchase obligation based on Tencent's original investment of RMB 21 million, plus an annualized interest rate of 12%.

The equity repurchase will replace the original repurchase and forced sale arrangements under the shareholder agreement. Upon completion, Beijing Minlamp Software will hold 100% of Wuhan Ye Ying's equity. This move is expected to simplify the equity structure and corporate governance arrangements of Wuhan Ye Ying, enabling the group to better coordinate its business operations and resource allocation, while also eliminating uncertainties arising from the previous repurchase and forced sale provisions.

It is worth noting that the repurchase consideration is calculated using an annual interest rate of 7%, which was determined through fair negotiation between the parties. This rate is lower than the 10% and 12% annual rates applicable under the shareholder agreement for forced sale scenarios and trigger events, respectively. Additionally, although the repurchase consideration will be paid in installments after the agreement date, the interest is only calculated up to August 31, 2026, rather than accruing continuously until each installment is actually paid.

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