I. Reasons for Suspension and Plan Adjustment
Zhongnan Red Culture Group Co., Ltd. (hereinafter referred to as the "Company") held the 21st meeting of the 6th Board of Directors on March 5, 2026, and approved the proposals related to the issuance of shares and payment of cash to purchase assets and raise supporting funds, as well as related party transactions. The Company intends to purchase a 57.30% equity interest in Jiangyin Sulong Thermal Power Co., Ltd. (hereinafter referred to as "Sulong Thermal Power") through the issuance of shares and cash payment, while simultaneously raising supporting funds by issuing shares to no more than 35 qualified specific investors. This transaction is expected to constitute a major asset restructuring and a related party transaction, but does not constitute a backdoor listing.
To eliminate potential horizontal competition following the completion of this transaction and to protect the legitimate rights and interests of the listed company and its minority shareholders, the Company, after consultation with the counterparty and other parties, intends to adjust the original major asset restructuring plan. On the basis of the original acquisition of 57.30% equity of Sulong Thermal Power, the Company will add the purchase of 50.00% equity of Jiangyin Thermal Power Co., Ltd. (hereinafter referred to as "Jiangyin Thermal Power") and include it in the scope of the major asset restructuring. Upon completion of the acquisition, both Sulong Thermal Power and Jiangyin Thermal Power will become subsidiaries controlled by the Company, which is conducive to the Company's implementation of business integration and resource coordination, and the realization of business synergies.
The addition of the 50.00% equity of Jiangyin Thermal Power as a target asset constitutes a major adjustment to the restructuring plan under the relevant provisions of the "Applicable Opinions on Articles 29 and 45 of the Administrative Measures for Major Asset Restructuring of Listed Companies — Securities and Futures Legal Application Opinion No. 15" (2025 Revision).