Announcement on Supplementary Agreement to Conditional Share Subscription Agreement with Specific Counterparties and Connected Transaction
The company and its board of directors guarantee the truthfulness, accuracy, and completeness of the information disclosed, and that there are no false records, misleading statements, or material omissions.
I. Overview of Connected Transaction
(I) Transaction Overview
On October 17, 2024, Hubei Hecheng Gas Co., Ltd. (hereinafter referred to as the "Company") signed a "Conditional Share Subscription Agreement" with Hubei Jushi Investment Development Co., Ltd. (hereinafter referred to as "Hubei Jushi") and Yang Tao. On June 15, 2026, the Company, Hubei Jushi, and Yang Tao signed a "Supplementary Agreement to the Conditional Share Subscription Agreement."
On June 15, 2026, the Company held the 18th meeting of the Fifth Board of Directors, which reviewed and approved the proposal regarding the adjustment of the issue price and issue size for the private placement of shares to specific counterparties.
The pricing base date for the Company's 2024 private placement of shares was adjusted from "the announcement date of the resolution of the Fifth Board of Directors' Fifth Meeting" to "the first day of the offering period." The issue price was adjusted from "not less than 80% of the average trading price of the Company's shares in the 20 trading days prior to the pricing base date" to "not less than 80% of the average trading price of the Company's shares in the 20 trading days prior to the pricing base date." The issue size was adjusted from "not exceeding 40,053,403 shares (inclusive)" to "determined by the total amount of raised funds divided by the issue price, and not exceeding 40,053,403 shares (inclusive)."
The subscribers for this issuance are Hubei Jushi and Yang Tao, who will subscribe for the shares issued to specific counterparties in cash. The detailed plan for this issuance can be found in the relevant announcements disclosed by the Company on the Juchao Information Network (http://www.cninfo.com.cn).
(II) Explanation of Connected Relationship
Hubei Jushi is a company controlled by the Company's actual controller, and Yang Tao is one of the Company's actual controllers. According to the relevant provisions of the "Shenzhen Stock Exchange Stock Listing Rules," this issuance constitutes a connected transaction.
(III) Approval Procedures
This private placement of shares to specific counterparties has been reviewed and approved by the Fifth Meeting of the Fifth Board of Directors on October 17, 2024, the 2024 Fourth Extraordinary General Meeting of Shareholders on November 4, 2024, the Fourteenth Meeting of the Fifth Board of Directors on October 24, 2025, the 2025 Fourth Extraordinary General Meeting of Shareholders on November 11, 2025, and the Eighteenth Meeting of the Fifth Board of Directors on June 15, 2026. When the Company's board of directors voted on the proposal for this private placement of shares to specific counterparties, connected directors recused themselves from voting. The proposal was reviewed and approved by independent directors. The Company's independent directors held a special meeting to review and approve the aforementioned proposal. When the shareholders' meeting reviewed matters related to this private placement of shares to specific counterparties, connected shareholders recused themselves from voting on relevant proposals.
According to the authorization granted by the 2024 Fourth Extraordinary General Meeting of Shareholders to the Board of Directors, the resolution made regarding this connected transaction, and the fact that the changes to this issuance do not constitute a major change, this transaction does not require further submission to the shareholders' meeting for review.
The Company's private placement of shares to specific counterparties has been reviewed by the Shenzhen Stock Exchange and requires approval from the China Securities Regulatory Commission for registration.