Lezhi Holdings Group Co., Ltd. Securities Code: 002398 Bond Code: 127062 Securities Abbreviation: Lezhi Group Bond Abbreviation: Lezhi Convertible Bond Announcement No.: 2026-022 Announcement on the 2025 Profit Distribution Proposal The Company and all members of the Board of Directors guarantee the truthfulness, accuracy, and completeness of the information disclosed in this announcement, and that there are no false records, misleading statements, or material omissions. The 2025 Profit Distribution Proposal was reviewed and approved by the Seventh Board of Directors at its twelfth meeting. This proposal is subject to the approval of the Company's Shareholders' Meeting. The details are as follows: I. Basic Content of the 2025 Profit Distribution Proposal According to the standard unqualified audit report issued by Rongcheng Certified Public Accountants (Special General Partnership), the net profit attributable to shareholders of the listed company in 2025 was RMB 54,129,212.29, and the net profit attributable to the parent company was RMB 412,080,970.12. In accordance with the "Company Law," "Articles of Association," and other relevant regulations, based on the net profit attributable to the parent company of RMB 412,080,970.12 in 2025, 10% was allocated to the statutory surplus reserve, amounting to RMB 41,208,097.01. Adding the undistributed profits carried forward from previous years of RMB 86,368,365.30, and deducting the cash dividends distributed in 2024 totaling RMB 55,061,095.68, the total distributable profit as of December 31, 2025, was RMB 402,180,142.73. In accordance with the "Articles of Association" and the Company's "Three-Year Shareholder Return Plan (2023-2025)," and balancing reasonable shareholder investment returns with the Company's medium and long-term development plans, the proposed profit distribution for 2025 is as follows: Based on the total share capital entitled to profit distribution on the equity registration date for the implementation of the distribution plan, a cash dividend of RMB 0.80 per 10 shares (tax inclusive) will be distributed to all shareholders. No bonus shares will be issued, and no capital reserve will be used to increase share capital. The undistributed profits attributable to the parent company will be carried forward to the next year. In accordance with the "Company Law" and relevant system documents, shares repurchased by the listed company and held in a dedicated securities account do not enjoy voting rights, profit distribution rights, rights to convert capital reserves into share capital, rights to subscribe for new shares, convertible bonds, or pledge rights. As of the date of this announcement, the Company holds 9,759,700 shares in its dedicated securities account for repurchases. These shares will be excluded from the total share capital for profit distribution. If the total share capital entitled to profit distribution changes from the date of disclosure of the distribution proposal to the equity registration date for dividend distribution, the Company will adjust the total dividend amount proportionally based on the principle of "unchanged distribution ratio per share." The specific amount will be subject to the actual distribution. II. Specifics of the Cash Dividend Plan The Company's 2025 cash dividend plan does not involve any other risk warning situations.
| Item | 2025 | 2024 | 2023 |
|---|---|---|---|
| Total Cash Dividend (RMB) | 55,061,095.68 | 55,062,254.48 | 55,060,374.96 |
| Repurchased and Cancelled Shares (RMB) | 0 | 49,411,199.57 | 0 |
| Net Profit Attributable to Shareholders of Listed Company (RMB) | 54,129,212.29 | 49,262,122.46 | 158,882,400.88 |
| Accumulated Undistributed Profit at Year-End (Consolidated Statements) (RMB) | 2,625,187,979.28 | ||
| Accumulated Undistributed Profit at Year-End (Parent Company Statements) (RMB) | 402,180,142.73 | ||
| Whether the Company Has Been Listed for Three Full Fiscal Years | Yes | ||
| Total Cash Dividend in the Last Three Fiscal Years (RMB) | 165,183,725.12 | ||
| Total Repurchased and Cancelled Shares in the Last Three Fiscal Years (RMB) | 49,411,199.57 | ||
| Average Net Profit in the Last Three Fiscal Years (RMB) | 87,424,578.54 | ||
| Total Cash Dividend and Repurchased/Cancelled Shares in the Last Three Fiscal Years (RMB) | 214,594,924.69 | ||
| Whether it Falls Under Article 9.8.1 (IX) of the "Stock Listing Rules" Regarding Potential Risk Warnings | No | ||
| The net profit for the most recent fiscal year is positive, and the accumulated undistributed profits at the end of the year for both consolidated and parent company statements are positive. The cumulative cash dividend in the last three fiscal years is higher than 30% of the average net profit in the last three fiscal years. The Company does not fall under Article 9.8.1 (IX) of the "Stock Listing Rules" regarding potential risk warnings. | |||
| III. Legality and Compliance of the Profit Distribution Proposal | |||
| This profit distribution proposal complies with the "Company Law," "Securities Law," "Supervision Guidelines for Listed Companies No. 3 - Cash Dividends of Listed Companies (2023 Revision)," and the "Articles of Association," among other relevant regulations. It also aligns with the Company's future development plans and aims to protect the interests of shareholders, especially small and medium shareholders, thus possessing legality, compliance, and reasonableness. | |||
| This profit distribution proposal is formulated in line with the Company's operating performance and takes into account factors such as the Company's 2025 profitability, future capital needs for development, and shareholder investment returns, which is in the interest of the Company and all shareholders. The implementation of this plan will not lead to a shortage of working capital or adverse operational impacts. | |||
| III. Relevant Approval Procedures |
- Review by the Audit Committee On April 23, 2026, the Company held the fourth meeting of the Seventh Board of Directors' Audit Committee, which reviewed and approved the "Proposal on the 2025 Profit Distribution." The Audit Committee believes that the profit distribution proposal complies with relevant laws and regulations, the "Articles of Association," and the "Three-Year Shareholder Return Plan (2023-2025)." It does not harm the interests of all shareholders, particularly small and medium shareholders, and is consistent with the Company's development plan. It was agreed to submit this profit distribution proposal to the Board of Directors for review.
- Review by the Board of Directors On April 24, 2026, the Company held the twelfth meeting of the Seventh Board of Directors, which reviewed and approved the "Proposal on the 2025 Profit Distribution." The Board of Directors believes that the aforementioned profit distribution proposal complies with relevant laws and regulations, the "Articles of Association," and the "Three-Year Shareholder Return Plan (2023-2025)," and meets the Company's development needs. Therefore, the Board of Directors approved the profit distribution proposal.
- Review by the Special Meeting of Independent Directors On April 24, 2026, the Company held the first special meeting of the Seventh Board of Directors' Independent Directors in 2026, which reviewed and approved the "Proposal on the 2025 Profit Distribution." The independent directors believe that this profit distribution proposal comprehensively considers shareholders' reasonable investment returns, current industry characteristics, and the Company's medium and long-term development plans. It complies with relevant laws and regulations, departmental rules, normative documents, the "Articles of Association," and the "Three-Year Shareholder Return Plan (2023-2025)," and fully protects the legitimate rights and interests of small and medium investors. IV. Risk Warning This profit distribution proposal is subject to approval by the Company's 2025 Annual Shareholders' Meeting before it can be implemented. Investors are advised to be aware of investment risks. V. Documents for Reference
- Resolution of the twelfth meeting of the Seventh Board of Directors;
- Resolution of the fourth meeting of the Seventh Board of Directors' Audit Committee;
- Resolution of the first special meeting of the Seventh Board of Directors' Independent Directors in 2026. Hereby announced. Board of Directors of Lezhi Holdings Group Co., Ltd. April 28, 2026