Jin Zhi Tech's actual controller Zhao Dan sued by two buyers over same stake, already transferred to newly formed firms

September 18 — Jinzhi Technology Co., Ltd. (SZ: 002090, share price: RMB 9.20, market cap: RMB 3.685 billion) announced that one of its actual controllers, Zhao Dan, has been sued by Shanghai Lüzhou Nenghui New Energy Development Co., Ltd. ("Lüzhou Nenghui"). The plaintiff requests the court to declare invalid Zhao Dan's transfer of equity in Hangzhou Lingcheng Xingyi Technology Co., Ltd. ("Lingcheng Xingyi") to Hangzhou Hanchen Zhichuang Technology Co., Ltd. ("Hanchen Zhichuang").

This is the second lawsuit Zhao Dan has faced in recent weeks. Approximately one month ago, Ningbo Haishangxian Information Technology Co., Ltd. ("Haishangxian") applied to freeze Zhao Dan's 51% stake in Lingcheng Xingyi.

Both Lawsuits Target Lingcheng Xingyi — Key to Jinzhi Control

Both legal actions center on Lingcheng Xingyi, the second-largest shareholder of Jinzhi Technology's controlling shareholder, Nanjing Zhidi Huiying Technology Partnership (Limited Partnership) ("Nanjing Zhidi"), holding a 24.75% stake. Through Lingcheng Xingyi, Zhao Dan and Xiao Ming jointly control Nanjing Zhidi, and thereby jointly control Jinzhi Technology. Ownership of Lingcheng Xingyi's equity directly determines who controls Jinzhi Technology.

The Disputed Transfer: A Single Action Triggering Two Lawsuits

According to a review by National Business Daily of public announcements and business registration records, both lawsuits stem from the same action: On July 13, 2026, Zhao Dan and Liu Ga'ai transferred all of their equity in Lingcheng Xingyi to three newly established entities, each only days old. This transfer occurred after Zhao Dan had signed a capital increase agreement with Haishangxian and an equity transfer letter of intent with Lüzhou Nenghui — both counterparties had already made payments.

Control Transaction Completed Less Than a Year Ago

In October 2025, Zhao Dan and Xiao Ming, through Nanjing Zhidi and other entities, acquired a combined 16.01% stake in Jinzhi Technology, becoming its actual controllers. Part of the acquisition funds came from share-pledged loans. Now, the multi-layered shareholding structure built to secure control is appearing in court, casting new uncertainty over the stability of Jinzhi Technology's control.

Details of the Haishangxian Lawsuit

On August 14, Jinzhi Technology announced that Zhao Dan's 51% stake in Lingcheng Xingyi, held through Hanchen Zhichuang, had been frozen. According to the case details:

• On June 2, 2026, Lingcheng Xingyi, Zhao Dan, Liu Ga'ai, and Haishangxian signed a Capital Increase and Share Expansion Agreement.
• Haishangxian agreed to invest RMB 10 million to subscribe for new registered capital in Lingcheng Xingyi, acquiring a 49.7507% stake.
• After receiving the RMB 10 million, Lingcheng Xingyi and related parties failed to complete the required industrial and commercial registration changes.
• Instead, all equity held by Zhao Dan and Liu Ga'ai in Lingcheng Xingyi was transferred to three entities: Hanchen Zhichuang, Hangzhou Xinda Tongchuang Technology Partnership (Limited Partnership) ("Xinda Tongchuang"), and Yingtan Lezhiyun Technology Partnership (Limited Partnership) ("Lezhiyun").

Business registration records show that Lingcheng Xingyi completed this equity change on July 13, 2026. After the change, Hanchen Zhichuang, Xinda Tongchuang, and Lezhiyun held 51%, 34%, and 15% of Lingcheng Xingyi, respectively.

Haishangxian has made multiple claims:

• Confirmation of its 49.7507% equity stake in Lingcheng Xingyi
• A declaration that the transfer of Lingcheng Xingyi equity by Zhao Dan and Liu Ga'ai to Hanchen Zhichuang and others is invalid
• An order for Lingcheng Xingyi to pay penalties for delaying the industrial and commercial registration change

Haishangxian also applied for litigation preservation, requesting the freezing of Hanchen Zhichuang's 51% stake in Lingcheng Xingyi and assets worth RMB 235,000 belonging to Lingcheng Xingyi and Zhao Dan.

The Lüzhou Nenghui Lawsuit

A similar situation emerged on September 18. Jinzhi Technology disclosed:

• On July 9, 2026, Lüzhou Nenghui and Zhao Dan signed an Equity Transfer Letter of Intent, agreeing that Zhao Dan would transfer 99.75% of Lingcheng Xingyi's equity to Lüzhou Nenghui.
• On July 15, 2026, Lüzhou Nenghui paid a RMB 1.5 million deposit, and Zhao Dan issued a deposit confirmation letter.
• After learning that Lingcheng Xingyi had completed its equity change on July 13, Lüzhou Nenghui filed a lawsuit, requesting the court to declare invalid Zhao Dan's transfer of 99.75% of Lingcheng Xingyi's equity to Hanchen Zhichuang.

The case was accepted by the court on August 26.

Note: The 99.75% equity stake specified in the letter of intent exceeds Zhao Dan's registered personal holding of 99%. The company's announcement did not clarify whether the difference includes equity held by Liu Ga'ai.

In both announcements, Jinzhi Technology warned that these equity disputes could affect the stability of the company's control.

How Zheshang Venture Capital Helped Zhao Dan and Xiao Ming Secure Control

The equity disputes come less than a year after Zhao Dan took control of Jinzhi Technology.

In July 2025, Jinzhi Technology announced that Jiangsu Jinzhi Group Co., Ltd. ("Jinzhi Group") signed a Share Transfer Agreement with Nanjing Zhidi and Zhejiang Zhiyong Equity Investment Partnership (Limited Partnership) ("Zhejiang Zhiyong"):

• Nanjing Zhidi acquired 9.08% of the listed company's shares for RMB 400 million
• Zhejiang Zhiyong acquired 6.93% for RMB 305 million
• Total consideration: RMB 705 million

Both Nanjing Zhidi and Zhejiang Zhiyong were established in June 2025.

Nanjing Zhidi's Structure at the Time

| Partner | Contribution Ratio | |---|---| | Hangzhou Zhechuang Zhihui Technology Industry Development Co., Ltd. ("Zhechuang Zhihui") | 0.50% | | Lingcheng Xingyi | 24.75% | | Hangzhou Xinghang Chuangyao Technology Co., Ltd. ("Xinghang Chuangyao") | 24.75% | | Zhuoda Technology | 20% | | Tongxinyuan | 30% |

Zhechuang Zhihui served as the executive partner of Nanjing Zhidi. Its shareholders were:

| Shareholder | Stake | |---|---| | Hangzhou Zhechuang Huaying Enterprise Management Co., Ltd. ("Zhechuang Huaying") | 36.3636% | | Lingcheng Xingyi | 27.2727% | | Xinghang Chuangyao | 27.2727% | | Shanghai Chuxinyuan Enterprise Management Service Partnership (Limited Partnership) | 9.0909% |

Zhao Dan, Lingcheng Xingyi, Xiao Ming, and Xinghang Chuangyao signed a Joint Action and Co-Control Agreement, jointly controlling Zhechuang Zhihui. Corporate records show that Zhechuang Huaying is a wholly-owned subsidiary of Zheshang Venture Capital, a NEEQ-listed company.

Zhejiang Zhiyong's Structure

| Partner | Stake | |---|---| | Beijing Zheshang Huaying Venture Capital Management Co., Ltd. ("Zheshang Huaying") | 1% | | Wuyi County Jinchan Toufa Holdings Group Co., Ltd. | 99% |

Zheshang Huaying, the executive partner, is a wholly-owned subsidiary of Zheshang Venture Capital. Chen Yuemeng, the actual controller of Zheshang Venture Capital, thus became the actual controller of Zhejiang Zhiyong.

Nanjing Zhidi and Zhejiang Zhiyong also signed a Joint Action Agreement. As a result, Jinzhi Technology's controlling shareholder changed from Jinzhi Group to Nanjing Zhidi, and Zhao Dan and Xiao Ming became the new actual controllers.

Key observation: Zheshang Venture Capital's wholly-owned subsidiary was a shareholder of Nanjing Zhidi's executive partner, and its wholly-owned subsidiary served as Zhejiang Zhiyong's fund manager. Both acquisition channels were built on the Zheshang Venture Capital platform.

Share Pledge and Funding Sources

On October 17, 2025, the transfer of Jinzhi Group's shares in Jinzhi Technology was registered. Just one week later, on October 24, 2025, Nanjing Zhidi pledged its 9.08% stake in Jinzhi Technology to a bank, explicitly stating that the "pledge loan is specifically used to pay the transfer price for the agreement to acquire Jinzhi Technology shares." The pledge term is nearly 10 years.

This means that part of the funds used by Zhao Dan and Xiao Ming to acquire control of the listed company came from bank loans.

Although the pledged shares exceeded 50% of the total shares held by Nanjing Zhidi and Zhejiang Zhiyong combined, the pledge announcement stated that Nanjing Zhidi has good credit standing and that future repayment sources include investment returns, dividends, other income, and partner capital contributions. It claimed the pledge would not lead to a change in the company's actual control.

In response to an inquiry from National Business Daily on September 21, Jinzhi Technology stated that the lawsuits against Nanjing Zhidi's partners currently have no impact on the share pledge.

Additional Lawsuits Against Nanjing Zhidi Partners

Jinzhi Technology also disclosed the equity changes in Lingcheng Xingyi. According to the announcement, Lingcheng Xingyi and Xinghang Chuangyao completed industrial and commercial registration changes to increase registered capital and introduce new investors, aiming to optimize equity structure, strengthen capital, and improve market operations.

Changes in Lingcheng Xingyi

| Before | After | |---|---| | Zhao Dan: 99% | Hanchen Zhichuang: 51% | | Liu Ga'ai: 1% | Xinda Tongchuang: 34% | | | Lezhiyun: 15% |

Changes in Xinghang Chuangyao

| Before | After | |---|---| | Xiao Ming: 99% | Hangzhou Jingtu Zhilian Technology Co., Ltd. ("Jingtu Zhilian"): 51% | | Liu Ga'ai: 1% | Xinda Tongchuang: 34% | | | Lezhiyun: 15% |

Business registration records show:

• Hanchen Zhichuang and Jingtu Zhilian were both established on July 3, 2026.
• Jingtu Zhilian is 99.6341% owned by Xiao Ming and 0.3659% by Chen Donghai.
• Hanchen Zhichuang is 99.6341% owned by Zhao Dan and 0.3659% by Chen Donghai.
• The two companies' registered addresses are next door to each other.
• Xinda Tongchuang was established on July 6, 2026; its executive partner is an individual named Chen Gang, and its general partner is an individual named Zhou Zhiming.
• Lezhiyun was established on July 8, 2026; it is 100% owned by two individuals, Zhang Yunzhong and Le Jia.

Timing discrepancy: The equity changes in Lingcheng Xingyi and Xinghang Chuangyao were completed on July 13, 2026, but Jinzhi Technology's announcement was not made until August 14, 2026 — approximately one month later.

When asked about the delay, Jinzhi Technology told National Business Daily that it received a Notification Letter from its controlling shareholder, Nanjing Zhidi, on August 14, 2026, and promptly disclosed the information. Previously, the equity changes at the upper levels of Nanjing Zhidi did not involve changes in the controlling shareholder or actual controller, and the upper-level entities did not timely inform the listed company.

Analysis of the Equity Dispute

If Zhao Dan had transferred his 99.75% stake in Lingcheng Xingyi to Lüzhou Nenghui, he would have lost control of Lingcheng Xingyi, thereby jeopardizing his control over Jinzhi Technology.

Valuation comparison:

• Nanjing Zhidi acquired 9.08% of Jinzhi Technology for RMB 400 million.
• Based on Lingcheng Xingyi's 24.75% stake in Nanjing Zhidi, Lingcheng Xingyi's implied valuation is approximately RMB 99 million.
• Haishangxian's RMB 10 million investment for a 49.75% stake in Lingcheng Xingyi implies a valuation of only about RMB 20 million — significantly lower, making Zhao Dan a potential loser.

Through the "escape" equity transfer, Zhao Dan and Xiao Ming retained control of Lingcheng Xingyi and Xinghang Chuangyao, thereby stabilizing their control over Jinzhi Technology.

Other Nanjing Zhidi Partners Involved in Litigation

Beyond Lingcheng Xingyi, several other partners of Nanjing Zhidi are also facing lawsuits.

Business registration records show:

• Shanghai Manyun Biotechnology Co., Ltd. ("Shanghai Manyun") has sued Zhuoda Technology and its shareholders, Zhejiang Lianshun Jianxing Holdings Co., Ltd., Jin Guangyan, and Hu Xingdong, over an equity transfer dispute. The case was heard on July 9, 2026.
• The National Enterprise Credit Information Publicity System shows that in June 2026, 100% of Zhuoda Technology's equity was frozen, under the same case number as the Shanghai Manyun lawsuit.

Between October 2025 and July 2026, Tongxinyuan's partners underwent multiple changes. Business records also show that due to a private lending dispute, Tongxinyuan and its partners Guo Zilong and Shanghai Manyun were sued by an individual surnamed Zhang between late 2025 and early 2026.

Jinzhi Technology has not previously disclosed the lawsuits involving Zhuoda Technology and Tongxinyuan. When asked by National Business Daily, the company responded that it is not aware of the specific details of the legal disputes involving Zhuoda Technology, Shanghai Manyun, or Tongxinyuan. According to the Administrative Measures for Information Disclosure of Listed Companies and other relevant regulations, these matters do not constitute material events requiring disclosure and do not affect the stability of the listed company's control.

Cover image source: National Business Daily Media Library