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/Leisai Intelligent: Announcement on Foreign Investments and Related Transactions of Wholly-Owned Subsidiaries
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Leisai Intelligent: Announcement on Foreign Investments and Related Transactions of Wholly-Owned Subsidiaries

Shenzhen Stock Exchange
2026/09/15

Securities code: 002979 Securities abbreviation: Lesai Intelligence Announcement number: 2026-055

Shenzhen Lesai Intelligent Control Co., Ltd.

Announcement on Foreign Investments and Related Transactions of Wholly-Owned Subsidiaries

The Company and all members of the Board of Directors guarantee that the information disclosed is true, accurate and complete and contains no false records, misleading statements or major omissions.

Special risk warning:

  1. The target company is not yet profitable, and there is still uncertainty about its future profitability; in its actual future operations, the target company may face the impact of uncertain factors such as the economic environment, industry policies, changes in market demand, business management, technology research and development, and other force majeure. There is a risk of business expansion that is less than expected and the risk of equity investment impairment provisions, and there is uncertainty about the impact on the company's strategic layout and future performance. Investors are kindly requested to pay attention to investment risks.

Shenzhen Lesai Intelligent Control Co., Ltd. (hereinafter referred to as the "Company" or "Lesai Intelligent") held the 28th meeting of the fifth board of directors on September 14, 2026, and reviewed and approved the "Proposal on Foreign Investments and Related Transactions of Wholly-Owned Subsidiaries" and agreed that the company's wholly-owned subsidiary Shanghai Leizhi Enable Technology Development Co., Ltd. (hereinafter referred to as "Leizhi Eneng") planned to invest 900 Ten thousand yuan, it holds 20% of the equity of Sansi Transmission Technology (Changzhou) Co., Ltd. (hereinafter referred to as the "Target Company" or "Target Company"). Changzhou Sanxie Motor Co., Ltd. (hereinafter referred to as "Sanxie Motor"), a shareholder of the target company, is a related party of the company. This transaction constitutes a related transaction, but does not constitute a major asset reorganization stipulated in the "Administrative Measures for Major Asset Reorganization of Listed Companies". The relevant matters are hereby announced as follows:

1. Overview of external investment and related-party transactions

  1. Basic situation of foreign investment

In order to seize market opportunities, respond to and meet the company's strategic layout and the needs of relevant customers in the robot parts industry, and actively expand and optimize the company's robot full-chain business layout, Lei Zhi Eneng plans to invest in the target company by increasing capital and shares, with the intention of collaboratively carrying out related business activities in the field of reducers.

The registered capital of the target company is planned to be increased from RMB 24 million to RMB 30 million. Lei Zhi Eneng will invest RMB 9 million in the target company, of which RMB 6 million will be included in the registered capital of the target company, and the remaining RMB 3 million will be included in the capital reserve fund of the target company, accounting for 20% of the registered capital. The direction of technology and product cooperation between all parties investing in target companies:

(1) Mechatronics: Provide an overall transmission solution of "reducer + control motor + drive", precision gear making + closed-loop sensor technology to increase the transmission accuracy to ≤3 arc minutes;

(2) Performance optimization: Improve gear coincidence through tooth profile optimization, increase tooth surface contact strength, reduce noise and shock absorption, etc.; adopt new materials and new process applications to extend service life; improve the lubrication system, reduce temperature rise, and improve transmission efficiency;

(3) Lightweight: aviation aluminum alloy shell + titanium alloy planet carrier (30% weight reduction), PEEK material is used in special scenes, steel parts and nylon combined materials are used to reduce weight, the ring gear and rotor are designed together, adapting to the compact space and lightweight needs of humanoid robot joints;

(4) Intelligent upgrade: Embed sensors to achieve early warning of faults and be compatible with the industrial Internet of Things platform;

(5) Modular design: System-type design standard interfaces and component technical requirements shorten the delivery cycle by 50%, reduce production costs, and meet the needs of multi-scenario customization.

The investment target company will rely on the company's long-term accumulated R&D and technical advantages in the field of industrial automation, control system integration capabilities, servo and stepper system production capacity and supply chain production management experience, as well as the target company's core technical advantages in the three major industries of new energy, integrated wheels and robots, to form technical complementarities in precision transmission products and upstream and downstream collaboration in the industry chain, jointly create full-chain solutions for the robot parts industry, establish a complete R&D system, product system and delivery capabilities, quickly respond to market demand, and establish new growth points for the company's business development.

  1. Description of related transactions

Sanxie Electric, a shareholder of the target company, is a related legal person of the company. According to the "Shenzhen Stock Exchange Stock Listing Rules", "Shenzhen Stock Exchange Self-Regulatory Supervision Guidelines for Listed Companies No. 7 - Transactions and Related Transactions", the "Articles of Association" and other relevant regulations, Sanxie Electric is a related party of the company. This transaction constitutes a related transaction involving joint investment with related parties.

  1. Review procedure

The company held the 28th meeting of the fifth board of directors on September 14, 2026, and reviewed and approved the "Proposal on Foreign Investments and Related Transactions of Wholly-Owned Subsidiaries". Before the proposal was submitted to the board of directors for review, it had been reviewed and approved by the first meeting of the strategy committee of the company's fifth board of directors in 2026 and the third special independent director meeting of the fifth board of directors in 2026. According to the "Shenzhen Stock Exchange Stock Listing Rules" and the "Articles of Association" and other relevant regulations, this proposal does not need to be submitted to the shareholders' meeting for approval. This joint investment with related parties does not constitute a major asset reorganization stipulated in the "Administrative Measures for Major Asset Reorganization of Listed Companies" and does not require approval from relevant departments.

2. Basic information of related parties

  1. Company name: Changzhou Sanxie Motor Co., Ltd.

  2. Registered address: No. 222, Fumin Road, Economic Development Zone, Changzhou City, Jiangsu Province

  3. Legal representative: Sheng Yi

  4. Registered capital: RMB 103,333,020

  5. Enterprise type: joint stock limited company (listed)

  6. Unified social credit code: 91320405743730274F

  7. Business scope: Manufacturing, processing, and sales of motors, electrical accessories, motor drivers, electronic components and products, and mechanical accessories; technical consulting and services; self-operated and agency import and export business of various commodities and technologies (except for commodities and technologies that are prohibited or restricted by the state). (Projects that require approval according to law can only be carried out with approval from relevant departments)

  8. Equity structure: As of the disclosure date of this announcement, the controlling shareholders of Sanxie Motor are natural persons Sheng Yi and his

People acting in concert, Zhu Shouqing and Sheng Yueyao, hold a total shareholding ratio of 60.0634%; the actual controller is Sheng Yi.

  1. After inquiry, as of the disclosure date of this announcement, Sanxie Motor is not a person subject to execution for breach of trust.

  2. Sanxie Motor’s financial data are as follows:

Unit: RMB 10,000 project Year 2025 (audited) Operating income from January to June 2026 (unaudited) 55,079.53 36,195.07

Net profit 6,038.31 2,503.12

Project 2025 (audited) January-June 2026 (unaudited) Total assets 66,910.78 78,969.59

Net assets 46,296.39 47,242.02

3. Basic information of other parties to the transaction

  1. Company name: Changzhou Sansheng Investment Partnership (Limited Partnership) (hereinafter referred to as "Sansheng Investment")

  2. Main business place: Building 8, No. 355, Longjin Road, Lucheng Street, Changzhou Economic Development Zone (cluster registration)

  3. Executive partner: Zhao Wanfu

  4. Registered capital: RMB 3 million

  5. Enterprise type: limited partnership

  6. Unified social credit code: 91320485MAK6G6RC2Q

  7. Date of establishment: 2026-02-05

  8. Business scope: General projects: enterprise management; enterprise headquarters management; enterprise management consulting; information consulting services (excluding licensing information consulting services); engaging in investment activities with own funds (except for projects that require approval according to law, independently carry out business activities with a business license in accordance with the law)

  9. Equity structure:

Serial number Partner’s name Amount of capital subscribed (10,000 yuan) Capital contribution ratio

1 Zhao Wanfu 255 85%

2 Zheng Zhennan 45 15%

Total 300 100%

  1. Description of related relationships or other interests: Mr. Zheng Zhennan, the investment director of Leizhi Enablement, directly holds the shares of Sansheng Investment.

  2. After inquiry, as of the disclosure date of this announcement, Sansheng Investment is not a person subject to execution for dishonesty.

4. Basic information about the target company to be invested in

  1. Company name: Sansi Transmission Technology (Changzhou) Co., Ltd.

  2. Registered capital: RMB 24 million

  3. Registered address: No. 285, Wuyi Road, Lucheng Street, Changzhou Economic Development Zone (cluster registration)

  4. Business scope: General items: manufacturing of bearings, gears and transmission parts; sales of bearings, gears and transmission parts; manufacturing of gears and gear reducers and gearboxes; sales of gears, gear reducers and gearboxes; manufacturing of industrial automatic control system devices; sales of industrial automatic control system devices; manufacturing of general equipment (excluding manufacturing of special equipment); research and development of intelligent robots; sales of intelligent robots; motor manufacturing; sales of micro-special motors and components; technical services, technical development, technical consultation, and technical exchanges Streaming, technology transfer, technology promotion; metal processing machinery manufacturing; mechanical parts and parts processing; mechanical parts and parts sales; mechanical and electrical equipment manufacturing; mechanical and electrical equipment sales; emerging energy technology research and development; new energy prime mover equipment manufacturing; new energy prime mover equipment sales; artificial intelligence application software development; automobile parts and accessories manufacturing; import and export of goods; technology import and export; import and export agency (except for projects that require approval according to law, independently carry out business activities with a business license in accordance with the law)

  5. Enterprise type: limited liability company (natural person investment or holding)

  6. Equity structure:

Serial number Name of shareholder Capital contribution method Fund source Subscribed capital contribution (10,000 yuan) Shareholding ratio

1 Sanxie Electric Currency Own funds 2,100 87.50% 2 Sansheng Investment Currency Own funds 300 12.50% Total 2,400 100%

As of June 30, 2026, Sansi Transmission’s total assets were 33.5183 million yuan, net assets were 18.2373 million yuan, total liabilities were 15.281 million yuan, operating income was 4.9296 million yuan, and net profit was -2.1507 million yuan. The above financial data have not yet been audited.

  1. Equity structure before and after this capital increase:

Before capital increase After capital increase

Newly added this time

Name of shareholder Subscription registration Shareholding ratio Subscription registration Shareholding ratio

Registered capital

Capital (%) Capital (%)

Sanxie Motor 2100 87.5 0 2100 70

Thunder Intelligence Empowerment 0 0 600 600 20

Sansheng Investment 300 12.5 0 300 10

Total 2400 100 600 3000 100

Note: The above is the proposed change in this capital increase. Lei Zhi Eneng will invest 9 million yuan in the target company, of which 6 million yuan will be included in the target company's registered capital, and the remaining 3 million yuan will be included in the target company's capital reserve fund. The final capital increase will be subject to the industrial and commercial changes.

5. Pricing policy and pricing basis for related-party transactions

Calculated by the income method, this round of investment is calculated based on the target company's pre-investment valuation of 36.1269 million yuan. Taking May 31, 2026 as the base date, the value has increased by 17.0817 million yuan compared with the book net assets of 19.0452 million yuan, with a value-added rate of 89.69%. Based on the target company’s focus on precision transmission components and its five core capabilities: mechatronics, performance optimization, lightweight, intelligence, and modularization, comprehensive consideration of the target’s technical barriers, product competitiveness, future profit expectations, and industrial synergy value, combined with factors such as the target company’s industry, current operating conditions, team configuration, core technology value, and future market size prospects, the company based on Jiangsu Tianjian Huachen Asset Appraisal Co., Ltd.’s Valuation Report of the target company (Huachen Zi (2026) 0014 No.) and upon unanimous agreement by all parties, the target company will confirm the target company’s subscription price based on the pre-investment valuation of RMB 36.1269 million, and the premium of the capital increase subscription will be included in the target company’s capital reserve fund.

All shareholders of the target company who invested in this investment followed the principles of fairness, impartiality, voluntariness, and integrity. Based on the valuation of the "Valuation Report" of the entire equity value of the target company's shareholders and through consensus, the capital increase price was determined to be 1.5 yuan/registered capital. The transaction price was determined to be fair and reasonable based on the target company's reducer technology and team strength, market potential in the field, and other factors, and there was no harm to the interests of the company and all shareholders.

6. Main contents of the investment agreement and performance arrangements

  1. Investment plan

(1) The target company and existing shareholders unanimously agreed to increase the registered capital of the target company from 24 million yuan to 30 million yuan, and all the additional 6 million yuan of registered capital would be subscribed by Lei Zhi En. All parties agreed to introduce Lei Zhi En to invest 9 million yuan in the target company based on 1.5 times the post-money valuation of the target company, that is, a post-money estimate of 45 million yuan, of which 6 million yuan would be included in the registered capital of the target company, and the remaining 3 million yuan would be introduced. Ten thousand yuan will be included in the capital reserve fund of the target company. After the capital increase is completed, Lei Zhi Eneng holds 20% of the equity of the target company, Sanxie Electric holds 70% of the equity of the target company, and Sansheng Investment holds 10% of the equity of the target company.

(2) When the target company needs to increase capital or expand shares or introduce external institutions for financing in the future, Lei Zhi Eneng, as an investor, has the right to preemptively subscribe for the new registered capital of the target company based on the proportion of shares it holds at that time under the same conditions and price. Leizhi Enablement shall inform the target company in writing within 15 days after receiving the notice from the target company whether to exercise the preemptive subscription right. Failure to reply within the expiration date shall be deemed as a waiver.

(3) The target company has a board of directors, which shall consist of 3 directors. Leizhi Enablement has the right to appoint one director to the target company to participate in the company's operation and management activities, and the remaining directors will be appointed by Sankyo Electric; the target company shall provide Leizhi Enablement with financial reports and operating status briefings confirmed by the board of directors/manager on a quarterly and annual basis.

  1. Capital contribution arrangements and requirements

(1) Within 15 working days after the signing of the investment agreement, Lei Zhi Eneng will pay the investment amount of 9 million yuan to the designated account of the target company.

(2) The target company shall use the aforementioned investment funds for main business expansion, research and development, production and supplementing the target company’s working capital. Without the prior written consent of Lei Zhi Enan, the target company shall not change the purpose of the investment funds. It shall not be used to purchase listed company stocks, corporate bonds, other securities, etc., nor may it be used to repay shareholder loans or for other purposes.

(3) Within 15 working days after the target company receives all investment funds, the target company needs to apply for registration procedures for all industrial and commercial changes related to this investment (including changes in shareholders, directors, company articles of association, etc.).

  1. Competition restrictions

(1) The target company and its existing shareholders promise that from the date of signing of this agreement, they will not directly or indirectly engage in any new business that competes with the target company's business of research and development, production and sales of reducers (hereinafter referred to as "competitive business") or other behaviors that are detrimental to the interests of the target company, specifically including but not limited to: 1) Adding new companies or organizations that directly or indirectly hold or control companies or organizations engaged in competitive business;

  1. Employ in any form anyone who has resigned from the target company for less than one year, or induce employees of the target company to resign from the target company, or strive to hire employees who will be hired by the company at that time, or help other companies provide poaching activities.

(2) If the target company and its existing shareholders violate the above commitments, they shall compensate Leizhi Eneng for losses.

  1. Agreement comes into effect, changes, termination and liability for breach of contract

(1) This agreement shall take effect from the date when the parties are affixed with their official seals and signed/sealed by their respective legal representatives (or executive partners)/authorized representatives.

(2) After this agreement comes into effect, each party shall perform its obligations in a comprehensive, appropriate and timely manner as agreed; any violation of the provisions of this agreement by any party shall constitute a breach of contract. If the non-defaulting party notifies the defaulting party of the breach, and the defaulting party fails to effectively remedy the breach within 10 days, the non-defaulting party shall have the right to terminate this agreement.

(3) All parties may jointly change or terminate this agreement in writing upon consensus through consultation.

(4) The formation, validity, interpretation, performance and dispute resolution of this agreement shall be governed by and interpreted in accordance with Chinese laws. If any dispute arises due to this Agreement, the parties shall resolve it through friendly negotiation. If the negotiation fails, either party shall have the right to submit the dispute to the people's court with jurisdiction where the subject company is located for litigation resolution.

7. Other arrangements involving related-party transactions

After the completion of this joint investment transaction with related parties, there will be no horizontal competition with related parties.

8. The purpose of joint investment with related parties and its impact on listed companies

  1. Purpose of joint investment with related parties

This joint investment with related parties comprehensively considers the company's long-term development needs, is in line with the company's future development direction, and has positive strategic significance. By integrating external resources to lay out the humanoid robot business, we will further expand the company's industrial layout, promote the diversified development of the company's business, and enhance the company's comprehensive competitiveness, which will contribute to the company's sustainable development, enhance the popularity and market share of the "Lesai Robot" brand in the country, and create greater value for all shareholders.

  1. Impact on listed companies

This external investment and related-party transaction follows the principle of fairness and justice, is in line with the overall interests of the company and shareholders, and meets the needs of the company's strategic development and business development. The source of funds for this external investment is the company's own funds, which will not have a significant impact on the company's financial status and operating results, and will not harm the interests of the company and other shareholders, especially small and medium-sized shareholders. The joint venture company planned to invest this time will not be included in the company's consolidated statements and will not affect the independence of the company's business.

9. Accumulated various related transactions that have occurred with the related party

From January 1, 2026 to June 30, 2026, except for this related transaction, the total amount of daily related transactions (including tax) that has occurred between the company and Sanxie Electric (including other related parties controlled by the same entity or having a mutual control relationship) is 48,985,894.93 yuan (which has been reviewed and approved by the company's 2025 annual shareholders' meeting, and is within the approved limit).

10. Documents for reference

  1. Resolution of the 28th meeting of the fifth board of directors;

  2. Resolution of the third special meeting of independent directors of the fifth board of directors in 2026;

  3. Resolution of the first meeting of the Strategy Committee of the fifth board of directors in 2026;

  4. "Investment Agreement";

  5. "Valuation Report".

Announcement is hereby made.

Board of Directors of Shenzhen Lesai Intelligent Control Co., Ltd.

September 15, 2026