BG BLUE SKY (06828) announced matters related to a lawsuit filed by Mr. Li Lianjing, Mr. Li Ruifeng, and Ms. Yang Cuiling (collectively, the "Claimants") against Hill Hero Limited (the First Defendant); Shenzhen Hanlong Technical Service Co., Ltd. (the Second Defendant); and the Company (together with the First and Second Defendants, the "Defendants").
The Company announced that on January 22, 2026, it received a Civil Indictment submitted to the Intermediate People's Court regarding this lawsuit.
According to the Civil Indictment, the Claimants allege that: (a) they were the original shareholders of the target company, the Company is the de facto controller of the First Defendant, and the Second Defendant is a subsidiary of the First Defendant; (b) in 2018, the Company, in the name of the First Defendant, entered into a Share Transfer Agreement with the Claimants; (c) after signing the Share Transfer Agreement, the Claimants transferred 51% of the equity in the target company to the Second Defendant and handed over the management rights of the target company to the Defendants, who also appointed the chairman of the target company; (d) the Claimants have fulfilled all their obligations under the Share Transfer Agreement, but the Defendants have only paid part of the consideration, constituting a breach of the agreement; and (e) although the Share Transfer Agreement was signed by the First Defendant, the Second Defendant was practically involved in its performance, and the Company, as the de facto controller of the First and Second Defendants, also controlled the signing process.
Therefore, all Defendants should be regarded as the de facto performing entities of the Share Transfer Agreement.
Consequently, the Claimants have initiated this lawsuit with the Intermediate People's Court, requesting a judgment ordering the Defendants to: (a) continue performing their obligations under the Share Transfer Agreement; (b) pay the Claimants the consideration amount of RMB 161.8 million; (c) pay the Claimants liquidated damages calculated according to the terms of the Share Transfer Agreement; and (d) bear all legal costs associated with the lawsuit.
The Company hereby emphasizes that the First Defendant and the Second Defendant are each independent third parties to the Company, and the Company is not the de facto controller of either the First or Second Defendant.
The Company has engaged Chinese legal counsel to handle the lawsuit and will mount a rigorous defense to protect its legitimate rights and interests.
Based on the current assessment and as of the date of this announcement, the lawsuit has no material impact on the overall daily operations of the Group.
The Group will take other appropriate measures to minimize any potential disruption to its operations, should any arise.
Although the Group expects to mount a rigorous defense, as the lawsuit is still in its early stages, it is difficult to predict the final outcome with certainty, and the Company is still evaluating the merits of the lawsuit and its potential financial impact on the Group.
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