[Temporary Announcement] Yurong Optoelectronics: Announcement of Sale of Assets
Announcement number: 2026-043
Securities code: 830922 Securities abbreviation: Yurong Optoelectronics Sponsoring broker: Fed Securities
Announcement on the sale of assets by Shanghai Yurong Optoelectronics Technology Co., Ltd.
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and that there are no false records, misleading statements or major omissions, and bear individual and joint legal liability for the authenticity, accuracy and completeness of the contents.
1. Transaction Overview
(1) Basic situation
Shanghai Yurong Optoelectronics Technology Co., Ltd. (hereinafter referred to as the "Company") originally held the sixth meeting of the fifth session of the Board of Directors on April 28, 2026, and reviewed and approved the motion "On the Plan to Cancel the Sund Company Nantong Yurong E-Commerce Co., Ltd." Based on the company's actual development needs and strategic planning adjustments, the company plans to transfer 65.00% of the equity of its controlling subsidiary, Nantong Yurong E-Commerce Co., Ltd. (hereinafter referred to as "Nantong Yurong") to Zhejiang Hongweibeiji Technology Development Co., Ltd. at a price of RMB 22,877.60. After the transfer is completed, the company will no longer hold the equity of Nantong Yurong.
(2) Whether it constitutes a major asset reorganization
This transaction does not constitute a major asset restructuring.
According to the relevant provisions of the "Administrative Measures for Major Asset Reorganization of Unlisted Public Companies", "If a public company and its holding or controlled companies purchase or sell assets that meet one of the following standards, it constitutes a major asset reorganization:
(1) The total assets purchased and sold account for more than 50% of the total assets at the end of the audited consolidated financial statements of the public company in the most recent fiscal year;
(2) The net assets purchased or sold account for more than 50% of the net assets at the end of the audited consolidated financial statements of the public company in the most recent fiscal year, and the total assets purchased or sold account for the total assets at the end of the audited consolidated financial statements of the public company in the most recent fiscal year.
Announcement number: 2026-043
Reaching more than 30%. "
“When calculating the proportions specified in Article 2 of these Measures, the following provisions shall be observed:
If the purchased assets are equity, and if the purchase of equity results in the public company gaining control of the invested enterprise, its total assets shall be based on the higher of the invested enterprise's total assets and transaction amount, and the net asset amount shall be based on the invested enterprise's net assets and transaction amount, whichever is higher; if the sale of equity results in the public company losing control of the invested enterprise, its total assets and net assets shall be based on the total assets and net assets of the invested enterprise respectively.
Except for the circumstances specified in the preceding paragraph, if the assets sold are equity, the total assets and net assets shall be based on the transaction amount; if the assets sold are equity, the total assets and net assets shall be based on the book value of the equity. "
The total assets at the end of the 2025 audited consolidated financial statements of Shanghai Yurong Optoelectronics Technology Co., Ltd. are 148,693,988.36 yuan, and the net assets are 57,586,388.81 yuan. As of August 31, 2026, Nantong Yurong's unaudited total assets were 22,877.60 yuan, and its unaudited net assets were 22,877.60 yuan, accounting for 0.02% of the company's total assets at the end of the company's audited consolidated statement for the most recent fiscal year, and its net assets ratio was 0.04%. After friendly negotiation between the two parties, the equity transaction amount was RMB 22,877.60.
The total assets involved in this transaction did not reach more than 30% of the company's audited closing net assets in 2025, and the net assets involved did not reach more than 50% of the company's audited closing net assets in 2025. This transaction did not meet the above-mentioned standards for major asset reorganization, and the company has not sold relevant assets continuously within 12 consecutive months, so it does not constitute a major asset reorganization.
(3) Whether it constitutes a related transaction
This transaction does not constitute a related transaction.
(4) Review and voting status
The company held the 10th meeting of the fifth board of directors on September 8, 2026, and reviewed and approved the "Proposal on the Sale of Equity Assets of Sun Company Nantong Yurong E-Commerce Co., Ltd.". This proposal does not involve related transactions.
Announcement number: 2026-043
Easy.
(5) Whether the transaction target carries out or plans to carry out private equity investment activities
The subject matter of this transaction does not involve carrying out or planning to carry out private equity investment activities. Unless it has been registered as a private equity fund manager with the Asset Management Association of China, the company's main business will not be changed to private equity fund management business.
(6) The subject matter of the transaction does not belong to other enterprises with financial attributes
The subject matter of this transaction does not belong to other enterprises with financial attributes such as small loan companies, financing guarantee companies, financial leasing companies, commercial factoring companies, pawn companies, and Internet finance companies.
2. Situation of the counterparty
- Legal persons and other economic organizations
Name: Zhejiang Hongweibeiji Technology Development Co., Ltd.
Residence: Room 101, Building 9-10, Group 3, Tianrui Community, Ruian Economic Development Zone, Ruian City, Wenzhou City, Zhejiang Province (in the 88 Mansion)
Registered address: Room 101, Building 9-10, Group 3, Tianrui Community, Ruian Economic Development Zone, Ruian City, Wenzhou City, Zhejiang Province (inside the 88 Mansion)
Registered capital: 10,000,000.00 yuan
Main business: General projects: technical services, technology development, technical consultation, technology exchange, technology transfer, technology promotion; auto parts retail: daily household appliances retail, daily necessities sales; clothing and apparel retail; emerging energy technology research and development, coal and product sales, biochemical product technology research and development; supply chain management services: Chinese herbal medicine purchase, real estate Chinese herbal medicine (excluding Chinese medicine pieces) purchase and sale; metal material sales; building materials sales: electronic components wholesale; chemical product sales (excluding licensed chemical products) motorcycles and spare parts wholesale, Sales of lubricants; retail of hardware products; sales of furniture; retail of cosmetics, kitchen utensils, sanitary ware, and daily miscellaneous goods; sales of electronic products; sales of special electronic equipment; retail of edible agricultural products; sales of agricultural and sideline products, leasing services (excluding licensed leasing services); information consulting services (excluding licensed information consulting services); information technology consulting services, marketing planning, organization of cultural and artistic exchange activities: conference and exhibition services, and primary processing of edible agricultural products (except for projects that require approval according to law, independently carry out business activities with a business license and in accordance with the law.
Legal representative: Bao Yaowei
Announcement number: 2026-043
Controlling shareholder: Bao Yaowei
Actual controller: Bao Yaowei
Credit situation: Not the person subject to execution for breach of trust
3. Transaction target situation
(1) Basic information on the subject matter of the transaction
Name of transaction target: Nantong Yurong E-Commerce Co., Ltd.
Category of transaction object: □Fixed assets □Intangible assets √Equity assets □Others
Location of the transaction target: Nantong City, Jiangsu Province
Other circumstances of the transaction object
Nantong Yurong E-Commerce Co., Ltd. was established on April 16, 2021, with a registered capital of 10 million yuan, business scope: general projects: Internet sales (except for sales of goods requiring licenses); software development; Internet data services; industrial Internet data services; complete Internet services; Internet of Things application services; software sales; optical fiber sales; sales of communication equipment; sales of electronic special materials; sales of technical glass products; sales of material network equipment; general cargo warehousing services; (excluding hazardous chemicals and other projects that require license approval) (Except for projects that require approval according to law, business activities can be carried out independently with a business license and in accordance with the law).
(2) Ownership of the subject assets of the transaction
The property rights of the subject matter of the transaction are clear, and there are no mortgages, pledges or any other restrictions on transfer. It does not involve litigation, arbitration matters or judicial measures such as seizure or freezing. There are no other circumstances that hinder the transfer of ownership.
(3) The sale of equity results in a change in the scope of the listed company’s consolidated statements
After the completion of this transaction, the company will no longer hold the equity of Nantong Yurong. This equity transfer will lead to changes in the scope of the company's consolidated financial statements. After the completion of the transaction, Nantong Yurong will no longer be included in the scope of the company's consolidated financial statements.
4. Pricing situation
(1) Financial information and audit evaluation of the transaction target
Announcement number: 2026-043
As of August 31, 2026, Nantong Yurong's total assets were 22,877.60 yuan, and its net assets were 22,877.60 yuan (unaudited data).
(2) Pricing basis
The transfer price of this transaction comprehensively considers Nantong Yurong's book assets, market transactions and other factors. The buyer and seller fully negotiated to determine the equity transfer price.
(3) Fairness of transaction pricing
The transfer price of this transaction comprehensively considers Nantong Yurong's book assets, market transactions and other factors. The buyer and seller fully negotiated to determine the equity transfer price.
5. Main contents of the transaction agreement
(1) Main contents of the transaction agreement
The main content of this transaction agreement is that the company will transfer 65.00% of its equity in Sun Company Nantong Yurong to Zhejiang Hongweibeiji Technology Development Co., Ltd., with a transfer price of RMB 22,877.60.
(2) Other circumstances of the transaction agreement
None.
6. Transaction purpose, existing risks and impact on the company
(1) Purpose of this transaction
This transaction is based on the needs of the company's business development and operation management, and will help the company optimize resource allocation and improve asset usage efficiency.
(2) Risks in this transaction
This transaction is in line with the company's long-term development strategy and business development needs. There is no harm to the interests of the company and shareholders, and there is no transaction risk.
(3) The impact of this transaction on the company’s operations and finances
Announcement number: 2026-043
This transaction is based on the company's development strategy and business development needs to optimize resource allocation and improve asset utilization efficiency, and will have no adverse impact on the company's production and operations.
7. Documents for reference
"Resolution of the 10th Meeting of the 5th Board of Directors of Shanghai Yurong Optoelectronics Technology Co., Ltd."
Board of Directors of Shanghai Yurong Optoelectronics Technology Co., Ltd.
September 8, 2026