Announcement Regarding Partial Share Transfer by Shareholder Holding Over 5% and Change in Shareholder's Equity
The Company and the Board of Directors guarantee the truthfulness, accuracy, and completeness of the information disclosed herein, and that there are no false records, misleading statements, or material omissions.
Special Reminder:
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Zhuhai Hengsheng Jiesheng Investment Partnership (Limited Partnership) (hereinafter referred to as "Hengsheng Jiesheng" or "Transferor"), a shareholder holding more than 5% of the shares of Zhongrong Printing Group Co., Ltd. (hereinafter referred to as the "Company"), plans to transfer 9,656,378 unrestricted tradable shares it holds in the Company (accounting for 5.00% of the Company's total share capital) to Zhongshan Torch Xinerong Intelligent Manufacturing Equity Investment Partnership (Limited Partnership) (hereinafter referred to as "Xinerong Zhizao" or "Transferee") via an agreement transfer at a price of RMB 14.32 per share. The parties signed the "Share Transfer Agreement" on March 24, 2026. The transfer price is not less than 80% of the closing price of the trading day prior to the signing of this share transfer agreement.
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Before the transfer of ownership in this agreement transfer, Hengsheng Jiesheng held 59,370,260 shares of the Company, accounting for 30.74% of the Company's total share capital. After the transfer of ownership in this agreement transfer, Hengsheng Jiesheng will hold 49,713,882 shares of the Company, accounting for 25.74% of the Company's total share capital.
Before the transfer of ownership in this agreement transfer, Xinerong Zhizao did not hold any shares in the Company. After the transfer of ownership in this agreement transfer, Xinerong Zhizao will hold 9,656,378 shares of the Company, accounting for 5.00% of the Company's total share capital, becoming a shareholder holding more than 5% of the Company's shares.
- Xinerong Zhizao is an investment fund established by Zhongshan City's state-owned capital. It plans to become a strategic investor of the Company through this transaction, introducing local industrial resources to achieve industrial synergy and high-quality development for the Company.
Xinerong Zhizao has pledged not to reduce its holdings of the Company's shares acquired in this transaction within 12 months after the completion of the agreement transfer.
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This agreement transfer does not involve a mandatory offer and will not result in a change of the Company's controlling shareholder or actual controller. It will not have a major impact on the Company's governance structure and continuous operation, nor will it have a major impact on the Company's financial status and continuous operating conditions. It also does not harm the interests of the Company and its small and medium investors.
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This agreement transfer is subject to the confirmation of compliance by the Shenzhen Stock Exchange (hereinafter referred to as the "SZSE") before the share transfer registration procedures can be handled at China Securities Depository and Clearing Corporation Limited Shenzhen Branch (hereinafter referred to as the "Securities Registration and Clearing Institution"). The final completion is uncertain, so investors are advised to pay attention to investment risks.
Overview of the Agreement Transfer
Hengsheng Jiesheng and Xinerong Zhizao signed the "Share Transfer Agreement" on March 24, 2026. Hengsheng Jiesheng plans to transfer 9,656,378 unrestricted tradable shares it holds in the Company (accounting for 5.00% of the Company's total share capital) to Xinerong Zhizao at a price of RMB 14.32 per share, with a total transfer price of RMB 138,279,332.96.
The situation of shares held by the transferor and transferee before and after this agreement transfer is as follows: