Guangxi Wuzhou Zhongheng Group Co., Ltd.’s third extraordinary shareholders’ meeting in 2026
July 24, 2026
Guangxi Wuzhou Zhongheng Group Co., Ltd.’s third extraordinary shareholders’ meeting in 2026 Meeting Proposal
Bill list
Serial number Bill name Page number
Proposal of Guangxi Wuzhou Zhongheng Group Co., Ltd. on centralized bidding transactions in 2026 1 2
Proposal on share repurchase plan
Guangxi Wuzhou Zhongheng Group Co., Ltd.’s third extraordinary shareholders’ meeting in 2026 Meeting Proposal
Motion 1
Guangxi Wuzhou Zhongheng Group Co., Ltd.
Regarding the plan to repurchase shares in 2026 through centralized bidding transactions
motion
Dear shareholders and shareholder representatives:
On July 6, 2026, Guangxi Wuzhou Zhongheng Group Co., Ltd. (hereinafter referred to as the "Company" or "Zhongheng Group") held the 44th meeting of the 10th board of directors, and reviewed and approved the "Proposal of Guangxi Wuzhou Zhongheng Group Co., Ltd. on the Plan to Repurchase Shares in 2026 through Centralized Bidding Transactions." The specific situation is as follows:
1. Main contents of the repurchase plan
The main contents of this buyback plan are as follows:
The first disclosure date of the repurchase plan is 2026/7/8
The implementation period of the repurchase plan is 6 months after it is reviewed and approved by the shareholders’ meeting.
Plan date 2026/7/6
The estimated repurchase amount is 100 million yuan to 200 million yuan
Source of repurchase funds Others: own funds or self-raised funds
The upper limit of the repurchase price is 3.04 yuan/share
√Reduce registered capital
□For employee stock ownership plans or equity incentives
Repurchase purpose
□Used to convert company convertible bonds
□To protect the company’s value and shareholders’ rights and interests
Share repurchase method Centralized bidding transaction method
Number of shares repurchased: 32,894,737 shares ~ 65,789,473 shares (calculated based on the upper limit of the repurchase price) Proportion of repurchased shares to total share capital 1.03% ~ 2.07%
(1) Purpose of repurchasing shares
Based on the confidence in the company's future sustainable development and recognition of the company's intrinsic value, and in view that the current stock price can no longer truly reflect the company's investment value, in order to effectively safeguard the company's value and the legitimate rights and interests of investors, and improve the company's long-term investment value, Guangxi Wuzhou Zhongheng Group Co., Ltd.'s third extraordinary shareholders' meeting in 2026 Meeting Proposal
To enhance investor confidence, the company plans to use its own funds or self-raised funds to repurchase some of the RMB ordinary shares (A shares) issued by the company through centralized bidding transactions through the Shanghai Stock Exchange trading system, and all the repurchased shares will be used to cancel and reduce the company's registered capital.
(2) Types of shares repurchased
RMB ordinary shares A shares issued by the company.
(3) Methods of repurchasing shares
Transactions are conducted through centralized bidding through the Shanghai Stock Exchange stock trading system.
(4) Period for repurchasing shares
- The implementation period of this repurchase shall not exceed 6 months from the date when the company’s shareholders meeting considers and approves the repurchase plan. If the following conditions are met, the repurchase period will expire early and the repurchase plan will be implemented:
(1) If during the repurchase period, the amount of repurchase funds used reaches the maximum limit, the repurchase plan will be implemented and the repurchase period will expire early from that date;
(2) If the total amount of repurchase funds reaches the minimum limit during the repurchase period, the repurchase plan can expire early from the date the company's board of directors decides to terminate the repurchase plan.
(3) If the company's board of directors resolves to terminate this repurchase plan, the repurchase period will expire early from the date of the board of directors' resolution to terminate this repurchase plan.
- The company's board of directors will make a repurchase decision based on the market conditions during the repurchase period and implement it based on the authorization of the shareholders' meeting. A company may not repurchase shares during the following periods:
(1) From the date when a major event that may have a significant impact on the trading price of the company's securities and its derivatives occurs or during the decision-making process to the date of disclosure in accordance with the law; (2) Other circumstances stipulated by the China Securities Regulatory Commission and the Shanghai Stock Exchange.
- During the implementation of the repurchase plan, if the company’s stock is continuously suspended due to planning of major events
Guangxi Wuzhou Zhongheng Group Co., Ltd.’s third extraordinary shareholders’ meeting in 2026 Meeting Proposal
If it lasts more than 10 trading days, the repurchase plan will be postponed and disclosed in a timely manner after the stock resumes trading.
(5) Purpose, quantity, proportion to the company’s total share capital, and total funds for repurchasing shares
The total amount of funds required to repurchase shares is no less than RMB 100 million (inclusive) and no more than RMB 200 million (inclusive). All the shares repurchased will be used to cancel and reduce the company's registered capital.
Based on the company's current total share capital of 3,184,163,070 shares, calculations based on the lower limit of the total repurchase funds of 100 million yuan and the upper limit of the repurchase share price of 3.04 yuan/share, the estimated number of repurchased shares is 32,894,737 shares, accounting for approximately 1.03% of the company's current total share capital; based on the upper limit of the total repurchase funds of 20,000 10,000 yuan and the upper limit of the share repurchase price is 3.04 yuan/share, the number of shares repurchased is expected to be 65,789,473 shares, accounting for approximately 2.07% of the company's total share capital. The specific repurchase amount shall be based on the actual number of shares repurchased when the repurchase is completed. If the company undergoes ex-rights and dividend events such as dividend distribution, bonus shares, transfer of capital reserves to share capital, share reduction, rights issue, etc. during the implementation period of share repurchase, the repurchase amount will be adjusted in accordance with the relevant regulations of the China Securities Regulatory Commission and the Shanghai Stock Exchange.
(6) Price of repurchasing shares
The price of this share repurchase shall not exceed 3.04 yuan per share, and shall not exceed 150% of the average trading price of the company's stock in the 30 trading days before the board of directors passed the resolution of this share repurchase. The specific repurchase price shall be determined by the company's management authorized by the board of directors in conjunction with the stock price in the secondary market during the implementation period of the repurchase. If the company implements ex-rights and dividends events such as bonus shares, transfer of capital reserves to share capital, cash dividends, distribution of stock dividends or allotment of shares during the period of share repurchase, the price limit of the repurchased shares will be adjusted accordingly from the date of ex-rights and ex-dividends in the stock price in accordance with the relevant regulations of the China Securities Regulatory Commission and the Shanghai Stock Exchange.
(7) Sources of funds for repurchasing shares
The source of funds for this repurchase is its own funds or self-raised funds.
Guangxi Wuzhou Zhongheng Group Co., Ltd.’s third extraordinary shareholders’ meeting in 2026 Meeting Proposal
(8) Estimated changes in the company’s equity structure after the repurchase
After repurchase After repurchase Before this repurchase
(Calculated based on the lower limit of repurchase) (Calculated based on the upper limit of repurchase) Share class
Number of shares Ratio Number of shares Ratio Number of shares Ratio
(Share) (%) (Share) (%) (Share) (%) Sales restrictions
0 0 0 0 0 0 outstanding shares
Unlimited sales conditions
3,184,163,070 100 3,151,268,333 100 3,118,373,597 100 outstanding shares
Total number of shares 3,184,163,070 100 3,151,268,333 100 3,118,373,597 100
Note: The number of shares before this repurchase in the above table refers to the total share capital as of July 7, 2026. The above calculation data is for reference only. The specific number of shares repurchased and the actual changes in the company's equity structure will be subject to subsequent implementation.
(9) Analysis of the possible impact of this share repurchase on the company’s daily operations, finance, research and development, profitability, debt performance ability, future development and maintenance of listing status, etc.
As of March 31, 2026, the company's total assets were 10.287 billion yuan, the net assets attributable to shareholders of the listed company were 5.263 billion yuan, and the current assets were 5.597 billion yuan (unaudited). Assuming that the maximum repurchase fund of 200 million yuan is fully used, the proportion of the repurchase upper limit amount to the company's total assets, net assets attributable to shareholders of listed companies, and current assets are 1.94%, 3.80%, and 3.57% respectively. This repurchase of shares will not have a significant impact on the company's daily operations, financial status, research and development, profitability, debt performance ability and future development. The implementation of this repurchase plan will not result in a change in the company's control, will not change the company's status as a listed company, nor will it cause the company's equity distribution to not meet the listing conditions.
(10) An explanation of whether the listed company’s directors, senior managers, controlling shareholders, and actual controllers bought and sold the company’s shares within 6 months before the board of directors made a resolution to repurchase shares, whether there is a conflict of interest with this repurchase plan, whether there is insider trading and market manipulation, and whether there is a plan to increase or decrease shareholdings during the repurchase period.
Guangxi Wuzhou Zhongheng Group Co., Ltd.’s third extraordinary shareholders’ meeting in 2026 Meeting Proposal
Upon inquiry, the company’s directors, senior managers, controlling shareholders, actual controllers and persons acting in concert 6 times before the board of directors made a resolution to repurchase shares. There has been no buying or selling of the company's shares within the month, there is no conflict of interest with this repurchase plan, and there is no insider trading or market manipulation either alone or jointly with others, and it has no plans to increase or decrease its shareholdings during the repurchase period. If there is a subsequent plan to increase or decrease its shareholdings, it will be disclosed and implemented in strict accordance with the relevant laws, regulations and normative documents of the China Securities Regulatory Commission and the Shanghai Stock Exchange.
(11) Listed companies ask directors, senior managers, controlling shareholders, actual controllers, and shareholders holding more than 5% of the shares whether there are specific plans to reduce shareholdings in the next three months, the next six months, etc.
Recently, the company sent inquiry letters to directors, senior managers, controlling shareholders, actual controllers and persons acting in concert, and shareholders holding more than 5% of the shares regarding whether there are any plans to reduce shareholdings in the next three months and the next six months. The company's directors, senior managers, controlling shareholders, actual controllers and persons acting in concert, and shareholders holding more than 5% of the shares respectively responded to the letter stating that they have no plans to reduce their shareholdings in the company in the next three months or the next six months. If the above entities have plans to reduce their holdings in the future, they will be disclosed and implemented in strict accordance with the relevant laws, regulations and normative documents of the China Securities Regulatory Commission and the Shanghai Stock Exchange.
(12) Relevant arrangements for cancellation or transfer of shares after repurchase in accordance with the law
All shares repurchased this time will be used to cancel and reduce the company's registered capital.
(13) Relevant arrangements of the company to prevent infringement of the interests of creditors
This repurchase of shares will not affect the company's normal ongoing operations and will not cause the company to become insolvent. In accordance with relevant laws and regulations, the company will fulfill legal procedures and information disclosure obligations such as notifying creditors on the reduction of the company's registered capital after the shareholders' meeting makes a resolution to cancel the repurchase of shares, and fully protect the legitimate rights and interests of creditors.
Guangxi Wuzhou Zhongheng Group Co., Ltd.’s third extraordinary shareholders’ meeting in 2026 Meeting Proposal
(14) The shareholders' meeting specifically authorizes the board of directors to handle the repurchase of shares. In order to ensure the implementation of the repurchase of shares, the company's board of directors requests the shareholders' meeting to authorize the company's board of directors and persons authorized by the board of directors to specifically handle the repurchase of shares, including but not limited to: 1. Selecting an opportunity to repurchase shares within the repurchase period, including the time, price, quantity, etc. of the repurchase;
Except for matters involving relevant laws, regulations and the "Articles of Association" that require re-voting by the shareholders' meeting, the company's board of directors and relevant authorized persons are authorized to make comprehensive decisions to continue to implement, adjust or terminate the implementation of this repurchase plan based on market conditions, stock price performance, the company's actual situation, etc.;
Handle relevant approval matters, including but not limited to making, modifying, authorizing, signing, and executing all necessary documents, contracts, agreements, etc. related to this share repurchase; 4. Notify creditors and fully protect the legitimate rights and interests of creditors;
Establish a special securities account for repurchase or other related securities accounts;
After the relevant matters are completed, handle the cancellation and capital reduction of the repurchased company's shares, the modification of the company's articles of association, and the registration of industrial and commercial changes;
Handle other matters related to this share repurchase in accordance with relevant regulations;
The validity period of this authorization is from the date the shareholders’ meeting approves the company’s share repurchase plan to the date the above authorization matters are completed.
2. Uncertainty risks of repurchase plan
This repurchase plan may face the following uncertain risks:
(1) This plan still needs to be submitted to the company’s shareholders’ meeting for review. If the shareholders’ meeting fails to review and approve this plan, this repurchase plan will not be implemented;
(2) If the company’s stock price continues to exceed the price limit disclosed in the repurchase plan, there will be a risk that the repurchase plan will not be implemented;
(3) The risk that the repurchase plan may be changed or terminated in accordance with the rules due to major changes in the company's production and operation, financial status, external objective conditions, etc.;
Guangxi Wuzhou Zhongheng Group Co., Ltd.’s third extraordinary shareholders’ meeting in 2026 Meeting Proposal
(4) The purpose of this share repurchase is to cancel and reduce the company’s registered capital. This repurchase plan requires the consent of creditors. There is a risk that creditors will not agree and require early payment of debts or require the company to provide corresponding guarantees;
(5) There may be subsequent regulatory authorities promulgating new regulations and requirements for the share repurchase of listed companies, resulting in this repurchase plan not complying with the new regulatory regulations and requirements, and there is a risk that this repurchase plan cannot be implemented or needs to be adjusted.
This proposal has been reviewed and approved at the 44th meeting of the tenth board of directors held by the company on July 6, 2026, and is now submitted to shareholders for review.
Board of Directors of Guangxi Wuzhou Zhongheng Group Co., Ltd.
July 24, 2026