Securities Code: 300649
Securities Abbreviation: Hangzhou Garden
Announcement Number: 2026-005
Hangzhou Garden Design Institute Co., Ltd. (hereinafter referred to as "the Company" or "Hangzhou Garden") announces the following important content regarding the agreement for the transfer of shares by shareholders holding over 5%:
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Hangzhou Yuanzhan Enterprise Management Co., Ltd. (hereinafter referred to as "Hangzhou Yuanzhan" or "Transferor"), a shareholder holding over 5% of the Company, signed a "Share Transfer Agreement" (hereinafter referred to as "this Agreement") with Shanghai Shengjin Anpan Enterprise Management Partnership (Limited Partnership) (hereinafter referred to as "Shengjin Anpan" or "Transferee") on May 28, 2026. Hangzhou Yuanzhan intends to transfer 9,095,117 unrestricted circulating shares of the Company (accounting for 6.87% of the total share capital of the Company, hereinafter referred to as "the Target Shares") to Shengjin Anpan at a price of RMB 16.60 per share, totaling RMB 150,978,942.20 (in words: One Hundred Fifty Million Nine Hundred Seventy-Eight Thousand Nine Hundred Forty-Two Yuan and Two Jiao) (hereinafter referred to as "this transaction" or "this agreement transfer").
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Before the transfer, Hangzhou Yuanzhan held 9,110,934 shares of the Company, accounting for 6.88% of the total share capital; after the transfer, Hangzhou Yuanzhan will hold 15,817 shares, accounting for 0.01%, and will no longer be a shareholder holding over 5% of the Company. Before the transfer, Shengjin Anpan did not hold any shares of the Company; after the transfer, Shengjin Anpan will hold 9,095,117 shares, accounting for 6.87%, becoming a shareholder holding over 5% of the Company.
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Shengjin Anpan commits not to reduce its holdings of the transferred shares within 12 months from the completion of the transfer, will not seek control of the listed company, will not request board seats, and will not enter into any concerted action agreements with third parties.
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This agreement transfer does not trigger a tender offer and will not lead to a change in the actual controller of the Company. All information disclosure obligors guarantee that the information provided to the Company is true, accurate, and complete, with no false records, misleading statements, or significant omissions. The Company and all members of the board guarantee that the content of the announcement is consistent with the information provided by each information disclosure obligor.
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This agreement transfer is subject to compliance confirmation by the Shenzhen Stock Exchange before the share transfer registration can be processed by the China Securities Depository and Clearing Corporation Limited Shenzhen Branch (hereinafter referred to as "CSDC"). There is uncertainty regarding whether the transfer can ultimately be completed, and investors are advised to pay attention to investment risks.
I. Overview of the Agreement Transfer
(1) Basic Situation of the Agreement Transfer
The Company received a notice from the shareholder holding over 5%, Hangzhou Yuanzhan, that it signed a "Share Transfer Agreement" with Shengjin Anpan on May 28, 2026. Hangzhou Yuanzhan intends to transfer 9,095,117 unrestricted circulating shares of the Company (accounting for 6.87% of the total share capital of the Company) to Shengjin Anpan at a price of RMB 16.60 per share, totaling RMB 150,978,942.20 (in words: One Hundred Fifty Million Nine Hundred Seventy-Eight Thousand Nine Hundred Forty-Two Yuan and Two Jiao). The shareholding situation of the transferor and transferee before and after the transfer is as follows:
| Shareholder Name | Before the Transfer | After the Transfer |
|---|---|---|
| Number of Shares (shares) | Percentage of Total Share Capital (%) | |
| Hangzhou Yuanzhan | 9,110,934 | 6.88 |
| Shengjin Anpan | 0 | 0 |