002398SZSE

Announcement on Changing the Purpose of Repurchased Shares, Cancellation, and Reduction of Company Registered Capital

Leizhi Group·

✨ AI Summary

Lei Zhi Holdings Group Co., Ltd. will change the purpose of 9,759,700 repurchased shares from employee stock ownership plans or equity incentives to cancellation and reduction of registered capital. This will reduce the company's total share capital and registered capital by 9,759,700 shares and RMB 9,759,700, respectively. The decision is pending shareholder approval and is expected to enhance investor confidence without negatively impacting the company's financial status or control.

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Lei Zhi Group Securities Code: 002398 Bond Code: 127062 Securities Abbreviation: Lei Zhi Group Bond Abbreviation: Lei Zhi Convertible Bond Announcement Number: 2026-031 Lei Zhi Holdings Group Co., Ltd. Announcement on Changing the Purpose of Repurchased Shares, Cancellation, and Reduction of Company Registered Capital The Company and all members of the Board of Directors guarantee that the announcement content is true, accurate, and complete, and contains no false records, misleading statements, or major omissions. Lei Zhi Holdings Group Co., Ltd. (hereinafter referred to as the "Company") held the twelfth meeting of the seventh Board of Directors on April 24, 2026, and deliberated and passed the "Proposal on Changing the Purpose of Repurchased Shares, Cancellation, and Reduction of Company Registered Capital." It was agreed to change the purpose of the 9,759,700 shares held in the company's dedicated repurchase securities account from the original plan of "implementing employee stock ownership plans or equity incentive plans" to "cancellation and reduction of company registered capital," and to handle the procedures for share cancellation and industrial and commercial change registration accordingly. Upon completion of the cancellation of these repurchased shares, the company's total share capital will be reduced by 9,759,700 shares, and the company's registered capital will be reduced by RMB 9,759,700. This proposal is subject to the approval of the company's shareholders' meeting, and the details are as follows: I. Repurchase Plan and Progress The Company held the thirteenth meeting of the sixth Board of Directors on February 8, 2024, and the first extraordinary general meeting of shareholders in 2024 on March 5, 2024. The "Proposal on the Company's Share Repurchase Plan" was deliberated and passed, agreeing that the Company would use its own funds to repurchase company shares through centralized bidding transactions. The total repurchase amount would be no less than RMB 80 million (inclusive) and no more than RMB 100 million (inclusive), with a repurchase price not exceeding RMB 5.10 per share. The repurchased shares would be used for cancellation to reduce registered capital and for subsequent implementation of employee stock ownership plans or equity incentive plans. Among them, the number of shares to be cancelled to reduce registered capital shall not be less than 50% of the total repurchase amount, and the number of shares to be used for employee stock ownership plans or equity incentive plans shall not exceed 50% of the total repurchase amount. The implementation period for this share repurchase is within 3 months from the date of deliberation and approval of the share repurchase plan by the shareholders' meeting. As of June 5, 2024, the company's share repurchase period has expired, and the share repurchase plan has been completed. During the repurchase period, the company repurchased a total of 21,688,200 company shares through its dedicated repurchase securities account via centralized bidding transactions, accounting for 3.0391% of the company's total share capital. The highest transaction price was RMB 4.54 per share, and the lowest transaction price was RMB 3.77 per share. The total transaction amount was RMB 89,838,619.98 (excluding transaction fees). The number of shares actually repurchased, the repurchase price, the total amount of funds used, and the implementation period of the share repurchase are consistent with the relevant clauses of the "Proposal on the Company's Share Repurchase Plan" deliberated and approved by the first extraordinary general meeting of shareholders in 2024. The results of the implementation are not different from the disclosed share repurchase plan. The amount of shares actually repurchased by the company has reached the lower limit of the repurchase fund amount in the repurchase plan and does not exceed the upper limit of the repurchase fund amount in the repurchase plan. This repurchase is in compliance with relevant laws and regulations and the established share repurchase plan. As of the disclosure date of this announcement, the company has cancelled a total of 11,928,500 repurchased shares, and the number of remaining repurchased shares in the company's dedicated repurchase securities account is 9,759,700. II. Reason and Content for Changing the Purpose of Repurchased Shares, Cancellation, and Reduction of Registered Capital Based on the company's actual operating conditions and development strategy, in order to enhance investor confidence in the company, protect the interests of all shareholders, and enhance long-term investment value, the Company agrees to change the purpose of the remaining 9,759,700 shares in the dedicated repurchase securities account from the original plan of "implementing employee stock ownership plans or equity incentive plans" to "cancellation and reduction of company registered capital." Upon completion of the cancellation of these repurchased shares, the company's total share capital will be reduced by 9,759,700 shares, and the company's registered capital will be reduced by RMB 9,759,700. III. Impact of Repurchased Share Cancellation on the Company The change in the purpose of repurchased shares for cancellation is in compliance with the "Regulations on Listed Company Share Repurchases," "Shenzhen Stock Exchange Listed Company Self-Regulatory Guidelines No. 9—Share Repurchases," and other relevant regulations. This decision was made by the Company based on its current situation. It will not have a significant adverse impact on the company's financial condition or operating performance, will not lead to a change in the controlling shareholder and actual controller, will not result in the company's equity structure not meeting listing conditions, and will not affect the company's listing status. There is no situation that harms the interests of the company and all shareholders, especially small and medium shareholders. IV. Changes in the Company's Share Capital Structure After Repurchased Share Cancellation After the cancellation of repurchased shares, the expected changes in the company's share capital structure are as follows:

Share NatureBefore Cancellation (Shares)PercentageShares CancelledAfter Cancellation (Shares)Percentage
Restricted Shares/Non-tradable Shares128,709,85918.44%128,709,85918.70%
Tradable Shares with No Restrictions569,327,62981.56%-9,759,700559,567,92981.30%
Total Shares698,037,488100.00%-9,759,700688,277,788100.00%
Note: Due to the "Lei Zhi Convertible Bond" being in its conversion period, the company's share capital structure will change with the change in the number of conversions. The final change in the company's share capital structure will be subject to the share capital structure issued by the Shenzhen Branch of China Securities Depository and Clearing Corporation Limited after the repurchase and cancellation are completed.
V. Deliberation Procedures and Authorization Arrangements
After this matter is deliberated and passed by the Board of Directors, it still needs to be submitted to the shareholders' meeting for deliberation. The Board of Directors also requests the shareholders' meeting to authorize the company's management and their sub-authorized personnel to handle the relevant procedures for share cancellation and reduction of registered capital. This authorization will be valid from the date of deliberation and approval by the shareholders' meeting until the completion of share cancellation.
VI. Documents for Inspection
  1. "Resolution of the Seventh Board of Directors of Lei Zhi Holdings Group Co., Ltd. Twelfth Meeting." Hereby announced. Board of Directors of Lei Zhi Holdings Group Co., Ltd. April 28, 2026

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