MININGLAMP-W (02718) plans to acquire a 11.33% stake in Wuhan Nightingale.
Minglue Technology-W (02718) announced that on August 31, 2026, Wuhan Nightingale, Tencent Industrial Ventures, and Beijing Minglue Software (the Company's indirectly non-wholly owned subsidiary) entered into an equity repurchase agreement. Beijing Minglue Software conditionally agreed to acquire, while Tencent Industrial Ventures conditionally agreed to sell the repurchased equity (specifically, the 11.33% equity interest held by Tencent Industrial Ventures in Wuhan Nightingale, corresponding to a registered capital of RMB 156,900). The repurchase consideration amounts to RMB 28,182,900.
MININGLAMP-W (02718) announced that on August 31, 2026, Wuhan Nightingale, Tencent Industrial Venture Capital, and Beijing Minglue Software (the Company's indirect non-wholly-owned subsidiary) entered into a share repurchase agreement. Beijing Minglue Software conditionally agreed to purchase, while Tencent Industrial Venture Capital conditionally agreed to sell back the shares (specifically, the 11.33% equity interest held by Tencent Industrial Venture Capital in Wuhan Nightingale, corresponding to a registered capital of RMB 156,900), with the repurchase price set at RMB 28,182,900.
The repurchase price will be paid in two installments, with RMB 14,091,450 to be paid before December 31, 2026, and the remaining RMB 14,091,450 to be paid before June 30, 2027. After Beijing Minglue Software pays the first installment of the repurchase price, Tencent Industrial Venture Capital must assist in completing the business registration changes for the first installment of the repurchased shares with Wuhan Nightingale and Beijing Minglue Software within ten working days. After Beijing Minglue Software pays the second installment of the repurchase price, Tencent Industrial Venture Capital must assist in completing the business registration changes for the second installment of the repurchased shares and handle the resignation procedures for its appointed director within ten working days.
According to the shareholders' agreement, Wuhan Nightingale must complete a series of performance assessment indicators, such as user expansion and new customer reporting in enterprises of various scales. Since the aforementioned performance indicators were not met within the agreed timeframe, resulting in a triggering event under the shareholders' agreement, Beijing Minglue Software is required to assume repurchase obligations at the original investment amount of RMB 21 million plus an annual interest of 12%. The share repurchase will replace the original repurchase and forced sale arrangements under the shareholders' agreement, and upon completion, Beijing Minglue Software will wholly own Wuhan Nightingale. The share repurchase will simplify the equity and corporate governance arrangements of Wuhan Nightingale, allowing the group to unify and coordinate the business and resource allocation of Wuhan Nightingale, and eliminating the uncertainties brought about by the repurchase and forced sale arrangements under the shareholders' agreement. The annual interest rate of 7% was determined after fair negotiation between the parties, which is lower than the applicable annual interest rates of 10% and 12% for forced sales and trigger events under the shareholders' agreement, respectively. Furthermore, although the repurchase price will be paid in installments after the date of the share repurchase agreement, interest will only be calculated up to August 31, 2026, and not continue to be calculated until the actual payment dates of each installment.
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