On October 19, 2026, Global Mofy AI Limited (the "Company") entered into a Share Exchange and Investment Agreement (the "Agreement") with Shanghai Moying Feihuan Technology Co., Ltd., an indirect subsidiary of the Company (the "Subsidiary"), James Yang Mofy Limited (the "Seller"), YANG HAO GANG LIMITED (the "Designee") and Qifei (Shanghai) Technology Co., Ltd. (the "Target Company"), pursuant to which, the Company agreed to issue 3,000,000 Class B ordinary shares of the Company, par value $0.0015 per share (the "Shares"), to the Designee, as designee of the Seller, at an issuance price of US$1.30 per share, for an aggregate value of US$3,900,000, and in consideration therefor, the Seller will transfer 4.875% equity interests in the Target Company to the Subsidiary (the "Transaction"). As previously reported on the Company’s Report on Form 6-K furnished on August 20, 2026, the Subsidiary agreed to acquire 5.06% equity interests in the Target Company from the Seller. Upon the closing of the Transaction, the Subsidiary will hold an aggregate of 9.935% equity interests in the Target Company.
Mr. Haogang Yang, the Chairman of the board of directors (the "Board") and Chief Executive Officer of the Company, is the sole beneficial owner of each of the Seller and the Designee and the sole director and legal representative of the Target Company. Accordingly, Mr. Yang has a material interest on both sides of the Transaction, and the Transaction constitutes a related party transaction. Mr. Yang fully disclosed to the Board the nature and extent of his interest in the Transaction. The issuance price of US$1.30 per Share was determined through negotiations among the parties, and the 4.875% equity interest in the Target Company was valued based on a valuation report of the Target Company provided by an unaffiliated third party. The Board determined that the terms of the Transaction were no less favorable to the Company than those that could be obtained in an arm’s-length transaction with an unaffiliated third party.
Each Class B ordinary share of the Company is entitled to twenty (20) votes on all matters subject to vote at general meetings of the Company, does not confer any right to receive dividends and is not convertible into Class A ordinary shares of the Company. Upon the issuance of the Shares, Mr. Yang will beneficially own approximately 87.9% of the aggregate voting power of the Company’s outstanding ordinary shares.
The Target Company is a limited liability company incorporated under the laws of the People’s Republic of China that is engaged in the intelligent systems business and provides industry-oriented artificial intelligence solutions, empowering industrial digital transformation through its technological capabilities. The Transaction is expected to be strategically complementary to the Company’s existing artificial intelligence and digital-content operations.
The closing of the Transaction is subject to customary closing conditions, including (i) the accuracy in all material respects of the representations and warranties of the Seller, the Designee and the Target Company; (ii) the performance and compliance in all material respects by the Seller, the Designee and the Target Company with their respective covenants and agreements under the Agreement; (iii) the absence of any material adverse effect with respect to the Target Company and its subsidiaries; (iv) the receipt of all necessary corporate approvals and third-party consents required to consummate the Transaction; (v) the completion of all PRC regulatory filings required to effect the transfer of the transferred equity interests, including the update of the Target Company’s business license with the relevant market supervision administration; (vi) the completion by the Company of its legal, financial and business due diligence investigation of the Target Company, the results of which are reasonably satisfactory to the Company; and (vii) the absence of any order, injunction or decree of any governmental authority prohibiting the consummation of the Transaction.