Xinjiang H&K Investment Co., Ltd.
Announcement on Signing a Conditional Share Subscription Agreement with a Specific Target and Related Party Transaction for the Current Issuance
The company and all members of the board of directors guarantee the truthfulness, accuracy, and completeness of the information disclosed, and there are no false records, misleading statements, or major omissions.
Special Reminders:
-
Xinjiang H&K Investment Co., Ltd. (hereinafter referred to as the "Company") intends to sign the "Conditional Share Subscription Agreement between Xinjiang H&K Investment Co., Ltd. and Jiuzhou Hengchang Logistics Co., Ltd." (hereinafter referred to as the "Conditional Share Subscription Agreement") with Jiuzhou Hengchang Logistics Co., Ltd. (hereinafter referred to as "Jiuzhou Hengchang") for the issuance of A shares to specific targets in 2026 (hereinafter referred to as the "Current Issuance"). The number of A shares to be issued by the Company to specific targets shall not exceed 50.80 million shares (inclusive), accounting for 13.19% of the Company's total share capital before the current issuance and not exceeding 30% of the Company's total share capital before the current issuance. Jiuzhou Hengchang shall subscribe for no more than 50.80 million shares (inclusive). The subscriber for the current issuance is Jiuzhou Hengchang, which is the controlling shareholder of the Company. The subscriber for the current issuance is a related party of the Company, and Jiuzhou Hengchang's participation in the subscription for the current issuance to specific targets constitutes a related party transaction with the Company.
-
The issuance of shares in the current issuance has been considered and approved by the fifth meeting of the thirteenth Board of Directors held on July 3, 2026. It is still subject to the approval of the Company's shareholders' meeting, review and approval by the Shenzhen Stock Exchange (hereinafter referred to as the "SZSE"), and approval for registration and issuance by the China Securities Regulatory Commission (hereinafter referred to as the "CSRC").
-
For subsequent matters related to the issuance of shares in the current issuance, the Company will fulfill its information disclosure obligations in a timely manner according to the progress of the matter. The current issuance is still uncertain, and investors are kindly reminded to pay attention to investment risks.
I. Overview of Related Party Transactions
(I) Overview of Related Party Transactions
The number of shares to be issued by the Company to specific targets shall not exceed 50.80 million shares (inclusive), accounting for 13.19% of the Company's total share capital before the current issuance and not exceeding 30% of the Company's total share capital before the current issuance. Jiuzhou Hengchang shall subscribe for no more than 50.80 million shares (inclusive). The total amount of funds to be raised by the current issuance to specific targets shall not exceed RMB 300 million (inclusive). After deducting relevant issuance expenses, the net proceeds from the issuance will be used to supplement working capital and repay bank loans. The pricing benchmark date for the current issuance is the first day of the offering period. The issue price shall not be less than 90% of the average trading price of the Company's shares in the 20 trading days prior to the pricing benchmark date (excluding the pricing benchmark date) (Average trading price of shares in the 20 trading days prior to the pricing benchmark date = Total trading volume of shares in the 20 trading days prior to the pricing benchmark date / Total trading volume of shares in the 20 trading days prior to the pricing benchmark date). The subscriber for the current issuance to specific targets is Jiuzhou Hengchang, and the subscriber will subscribe in cash.
On July 3, 2026, the Company signed the "Conditional Share Subscription Agreement" with Jiuzhou Hengchang.