SCHEDULE: Hangdu Tech Sells Down Jingbo Stake to 5.28% After Xinghe Acquisition

Hangdu Technology Ltd. has reduced its beneficial ownership in Jingbo Technology, Inc. to 5.28% following a share exchange for Xinghe Technology Limited and subsequent private transfers.

Summary

• Jingbo Technology, Inc. acquired Xinghe Technology Limited from Hangdu Technology Limited on November 18, 2024.
• In consideration for all outstanding shares of Xinghe, Jingbo issued 550,000,000 shares of its Common Stock to Hangdu Technology Limited.
• Hangdu Technology Limited initially held approximately 99% of Jingbo's outstanding shares following the acquisition.
• Hangdu Technology Limited subsequently transferred 505,702,137 shares to nine persons on March 14, 2025, and an additional 15,000,000 shares to one person on June 9, 2025, in private transactions.
• As of the date of this Schedule 13D (March 5, 2026), Hangdu Technology Limited beneficially owns 29,297,863 shares of Jingbo Common Stock, representing 5.28% of the Issuer's outstanding shares.
• The percentage is based on 555,315,412 shares of Jingbo's Common Stock outstanding on January 12, 2026, as reported by Jingbo on a Form 10-Q.

Sentiment

Score: 4

Explanation: StockSavvy.ai views this as a mixed signal. While the acquisition of Xinghe expands Jingbo's market presence in intelligent parking, the rapid and substantial divestment by the seller (Hangdu Technology Limited) shortly after the share exchange raises concerns about the seller's long-term commitment or valuation perspective, leading to a cautious sentiment.

Positives

• Jingbo Technology, Inc. successfully acquired Xinghe Technology Limited, expanding its business operations to include intelligent parking projects in China through Xinghe's subsidiaries (Keqiao Limited, Guangzhou Keqiao Enterprise Management Consulting Co., Guangzhou Keqiao, and Shaoxing Keqiao Zhuyi Technology Co.).

Negatives

• Hangdu Technology Limited, the sole shareholder of the acquired entity Xinghe, significantly reduced its ownership in Jingbo from approximately 99% to 5.28% through large private share transfers shortly after the acquisition. This rapid divestment by the original seller could signal a lack of long-term strategic alignment or confidence in Jingbo's future performance.

Risks

• The Reporting Person (Hangdu Technology Limited) reserves the right to change its purpose with respect to its ownership, including acquiring additional shares or disposing of all or a portion of its current holdings.
• Potential integration challenges for Jingbo Technology, Inc. in incorporating Xinghe Technology Limited's operations, particularly given its complex structure involving Hong Kong and Chinese subsidiaries and contractual arrangements (VIE structure) with Guangzhou Keqiao.

Future Outlook

The Reporting Person, Hangdu Technology Limited, explicitly reserves the right to change its investment purpose, potentially acquiring additional shares or disposing of its current holdings in Jingbo Technology, Inc. Jingbo Technology, Inc. has committed to taking reasonable efforts to amend its Articles of Incorporation to increase its authorized shares of common stock to facilitate future share issuances.

Management Comments

• The Reporting Person reserves the right to, and may in the future choose to, change his purpose with respect to his ownership of the shares of Common Stock he now owns and to take such actions as he deems appropriate in light of the circumstances including, without limitation, to acquire additional shares of Common Stock or to dispose of, in any manner permitted by law, all or a portion of the Common Stock which he now owns or may hereafter acquire.

Industry Context

StockSavvy.ai notes that Jingbo Technology, Inc.'s acquisition of Xinghe Technology Limited signifies an expansion into the intelligent parking projects sector, primarily within China. This move aligns with broader trends of technology integration in urban infrastructure and smart city initiatives, a growing market in Asia. The subsequent rapid divestment by the seller, Hangdu Technology Limited, however, introduces an element of uncertainty regarding the long-term strategic implications of this acquisition for Jingbo.

Legal Proceedings

• The Reporting Person (Hangdu Technology Limited) has not been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) in the last five years.
• The Reporting Person has not been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction resulting in a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding of any violation with respect to such laws in the last five years.
• No outstanding or pending proceedings have been commenced against or involving Xinghe Technology Limited or any of its assets, and no such matters are contemplated or threatened.

Related Party Transactions

• The Share Exchange Agreement dated November 18, 2024, is between Jingbo Technology, Inc., Xinghe Technology Limited, and Hangdu Technology Limited, where Hangdu is the sole shareholder of Xinghe.
• Xinghe Technology Limited's subsidiary, Keqiao WFOE, has entered into a series of contractual arrangements (including equity pledge agreements, shareholders voting rights proxy agreement, exclusive business cooperation agreements, and exclusive call option agreements) with Xiujuan Chen, a citizen of the People's Republic of China, who wholly owns 100% equity interest in Guangzhou Keqiao. Xiujuan Chen is also a Director of Hangdu Technology Limited and Xinghe Technology Limited.

Stakeholder Impact

• Shareholders of Jingbo Technology, Inc. now have exposure to the intelligent parking projects business through the acquisition of Xinghe Technology Limited and its subsidiaries.
• Hangdu Technology Limited, initially a near-100% shareholder of Jingbo following the acquisition, has significantly reduced its stake, potentially impacting shareholder confidence or the perception of long-term strategic alignment.

Next Steps

• Jingbo Technology, Inc. will take all reasonable efforts to amend its Articles of Incorporation to increase its authorized shares of common stock.
• Hangdu Technology Limited may, in the future, acquire additional shares or dispose of its remaining holdings in Jingbo Technology, Inc.

Key Dates

Recommendation

The acquisition of Xinghe Technology Limited by Jingbo Technology, Inc. represents a strategic expansion into the intelligent parking sector, which could be a positive long-term growth driver. However, the subsequent rapid and substantial divestment by Hangdu Technology Limited, the original seller and initial major shareholder, from nearly 100% to 5.28% raises questions about the seller's conviction in Jingbo's future or the terms of the original deal. This significant sell-down by an insider warrants caution, suggesting a 'hold' position until more clarity emerges on Jingbo's post-acquisition performance and strategic direction, and the rationale behind Hangdu's divestment.

Keywords

Jingbo Technology, Hangdu Technology, Xinghe Technology, Share Exchange Agreement, Beneficial Ownership, Schedule 13D, Intelligent Parking, China Technology, Acquisition, Private Transaction