ST Berry (603959.SH) subsidiary Bailey Lithium Battery terminates foreign investment and no longer holds shares in Xiran Technology

Zhitong Finance App News, ST Berry (603959.SH) issued an announcement. Previously, Changzhou Baili Lithium Battery Smart Factory Co., Ltd. (hereinafter referred to as “Baili Lithium Battery”), a wholly-owned subsidiary of the company, invested in Xiran Technology (Jiangsu) Co., Ltd. (hereinafter referred to as “Xiran Technology”) through cash acquisitions and capital increases. Bailey Lithium Battery and Wang Jingxu and Suzhou Chihe Enterprise Management Center (“Suzhou Chihe”) signed an “Investment Agreement” (hereinafter referred to as “238 Investment Agreement”) in August 2023, agreeing that: (1) Bailey Lithium will acquire Xiran Technology (Jiangsu) Co., Ltd. (hereinafter referred to as “Xiran Technology” or “target company”) of 30% and 6% of the shares held by Wang Jingxu and Suzhou Chihe respectively, for a total cash consideration of 35.28 million yuan, and agreed that after the share transfer is completed, Bailey Lithium Battery will acquire 30% and 6% of the shares of Baili Lithium Battery Exercise 51% of voting rights and consolidate financial statements to implement against the target company Actual control; (2) After the above transfer is completed, Baili Lithium will use 8 million yuan in cash to purchase the target company with additional registered capital of 980,000 yuan to increase the capital of the target company. On February 2, 2024, Xiran Technology completed the registration procedure for industrial and commercial changes. In accordance with the agreement, Baili Lithium Battery obtained registration to hold 36% of the shares in Xiran Technology and related rights under the contract.

Since the “238 Investment Agreement” was signed, Bailey Lithium has only paid 10 million yuan out of the total agreed price of 35.28 million yuan, and 25.28 million yuan has not been paid according to the agreed period. In order to optimize resource allocation and focus on the main business, Bailey Lithium recently signed the “Equity and “238 Investment Agreement” contract rights transfer agreement with Jiangsu Jianwei Holding Group Co., Ltd. (hereinafter referred to as “Jiangsu Jianwei”). The two parties agreed that Bailey Lithium will transfer 36% of its shares in Xiran Technology and all rights agreed in the “238 Investment Agreement” to Jiangsu Jianwei, with a total transfer price of 35.28 million yuan. After the transfer was completed, Bailey Lithium Battery no longer holds shares in Xiran Technology.

The company held the 9th meeting of the 5th board of directors on May 20, 2025 to review and pass the “Proposal on Transfer of Xiran Technology's Shares and 238 Investment Agreement Contract Rights”. The board of directors agreed that the wholly-owned subsidiary Baili Lithium Battery signed the above share transfer agreement. According to the relevant provisions of the Shanghai Stock Exchange Listing Rules, there is no need to submit this matter to the shareholders' meeting for consideration.