Shenghui Cleanness Group Holdings Limited announced that its wholly owned subsidiary Guangzhou Tianyou Shenghu Digital Technology Co., Ltd. signed an equity transfer agreement on 18 May 2026 to acquire 70% of Huali Digital Technology (Guangdong) Co., Ltd. from Huali Digital Technology (Zhengzhou) Co., Ltd. for RMB15.75 million.

The consideration will be settled in cash: 10% within 10 working days of the agreement’s effectiveness, 45% within 15 working days after completion, and the remaining 45% within 90 working days post-completion. Late payments will incur interest based on the one-year Loan Prime Rate.

Valuation support comes from an independent report by Roma Appraisals, which put the market value of the 70% stake at RMB16.59 million as of 9 March 2026. The audited net asset value of Huali Digital Guangdong stood at RMB12.17 million on 31 December 2025.

Huali Digital Guangdong recorded 2025 revenue of RMB8.91 million, profit before tax of RMB1.01 million, and profit after tax of RMB0.97 million. The vendor originally purchased the same stake in May 2024 for RMB12.81 million.

Completion is conditional upon execution of related agreements, accuracy of warranties, absence of material adverse changes, execution of non-competition and confidentiality agreements with key staff, registration of a 30% equity pledge by the remaining shareholder Shuimu Digital, and requisite approvals from Dong Guan Huali. All conditions must be met by 30 September 2026.

Performance guarantees require Huali Digital Guangdong to achieve audited net profits of at least RMB3.50 million in 2026 and RMB5.00 million in 2027. Shortfalls will trigger compensation from Shuimu Digital, secured by its pledged 30% equity interest.

Because the seller is an associate of Dong Guan Huali—a substantial shareholder holding approximately 19% of Shenghui Cleanness— the deal is classified as a connected transaction under Chapter 14A of the Hong Kong Listing Rules. All percentage ratios are below 5%, so the acquisition is subject only to reporting and announcement requirements.

Upon completion, Shenghui Cleanness will consolidate Huali Digital Guangdong’s results, expanding its presence in artificial-intelligence-driven software and services while diversifying group revenue streams. Shareholders are cautioned that the transaction remains subject to the stated conditions.