Notice on Signing the "Letter of Intent for Acquisition"

Shenzhen Zhongzhou Investment Holdings Co., Ltd. (Stock Code: 000042, Stock Abbreviation: Zhongzhou Holdings) Announcement No. 2026-04

This company and all members of the board guarantee that the content of this announcement is true, accurate, and complete, with no false records, misleading statements, or significant omissions.

Special Reminder:

1. The signed "Letter of Intent for Acquisition" (hereinafter referred to as "Letter of Intent") is a non-binding agreement. The specific transaction price, arrangements, and payment conditions will be based on the formal agreement signed. There is uncertainty regarding whether the parties involved can sign a substantive agreement and implement the cooperation matters mentioned in the Letter of Intent. Investors are advised to exercise caution and be aware of investment risks.
2. The validity period of the Letter of Intent is 180 days, and the specific cooperation matters will be based on the formal agreement signed by both parties. If a formal agreement is not signed within the validity period, the Letter of Intent will automatically terminate, and neither party will bear liability for breach of contract (except for confidentiality clauses).
3. If the investment intention is implemented, it will constitute a related party transaction but is not expected to constitute a major asset reorganization as defined by the "Administrative Measures for Major Asset Restructuring of Listed Companies."
4. The Letter of Intent currently only clarifies the cooperation intentions and basic principles among the parties and does not constitute a substantive related party transaction. The company will fulfill the corresponding decision-making procedures and information disclosure obligations according to the substantive progress in accordance with the "Shenzhen Stock Exchange Stock Listing Rules" and the company's articles of association.

Basic Information on Related Transactions

According to the company's operational needs, its wholly-owned subsidiary, Shenzhen Zhongzhou Zhuhui Investment Co., Ltd. (hereinafter referred to as "Zhongzhou Zhuhui," "Party B," "Acquirer"), has signed the Letter of Intent with Tianjin Xinlong Enterprise Management Partnership (Limited Partnership) (hereinafter referred to as "Party 1"), Shenzhen Junda Management Consulting Co., Ltd. (hereinafter referred to as "Party 2"), Shenzhen Xinhonglong Real Estate Investment Co., Ltd. (hereinafter referred to as "Party 3," "Transferor 1"), Shenzhen Zhongzhou Urban Development Co., Ltd. (hereinafter referred to as "Party 4," "Transferor 2"), Shenzhen Qianhai Junchen Investment Co., Ltd. (hereinafter referred to as "Party 5," "Transferor 3"), and Shenzhen Zhongzhou Longshang Real Estate Co., Ltd. (hereinafter referred to as "Project Company").

Zhongzhou Zhuhui intends to acquire the 60% equity stake held by Party 1 in the Project Company and the corresponding debt, specifically as follows:

1. Intends to acquire the 40% equity stake and corresponding debt held by Party 4 and Party 5 in the Project Company;
2. Intends to acquire the 20% equity stake and corresponding debt held by Party 3 in the Project Company.

Upon completion of the acquisition, Party B will hold a 60% equity stake and corresponding debt in the Project Company. Among them, Party 4 and Party 5 are related parties of the company, and this transaction constitutes a related party transaction. The transaction is still in the intention stage, and the specific transaction implementation requires a formal acquisition agreement to be signed by the parties and submitted for review by the board of directors or shareholders' meeting (if necessary).

Basic Information on the Parties Involved

1. Tianjin Xinlong Enterprise Management Partnership (Limited Partnership)
   • Type: Limited Partnership
   • Unified Social Credit Code: 91120116MAK1WKEY0R
   • Executive Partner: Xinshi Libaoguo Equity Investment Co., Ltd.
   • Registered Capital: 538,446,460 RMB
   • Business Scope: General projects: Enterprise management (except for projects that require approval according to law).
   • Registered Address: Room 216, Huaying Building, Central Avenue, Tianjin Free Trade Zone (Airport Economic Zone).
   • Established Date: November 10, 2025
   • Tianjin Xinlong Enterprise Management Partnership (Limited Partnership) is not a dishonest executor.