6d ago
Xinjiang Communications Construction: Announcement on the signing of the "Reconciliation Agreement" and the implementation of debt restructuring
Securities code: 002941 Securities abbreviation: Xinjiang Communications Construction Announcement number: 2026-054
Xinjiang Communications Construction Group Co., Ltd.
Announcement on the signing of the "Settlement Agreement" and the implementation of debt restructuring
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete, and contains no false records, misleading statements or major omissions.
1. Overview of debt restructuring
(1) Basic information on this settlement matter
The Cha County Government owes Xinjiang Communications Construction Group Co., Ltd. (hereinafter referred to as the "Company") project payments, and originally planned to use the contract management rights of state-owned agricultural land (forest land) for 50 years to repay the above arrears (for details, please refer to the "Announcement on the Cha County Government's Use of State-owned Agricultural Land Contract Management Rights to Pay Off Arrears" disclosed by the company on cninfo.com on December 20, 2019, Announcement No.: 2019-073). Due to policy adjustments, the debt-reduced land cannot be used for economic forest planting, making it impossible to realize the purpose of paying off debts in kind. In order to steadily resolve this debt, after friendly negotiation between the company and the Cha County Government, it is planned to sign a "Reconciliation Agreement", and the Cha County Government will resume the performance of the original debt of 248,896,422.54 to the company. Yuan will be repaid in ten years. At the same time, from the date of signing the settlement agreement, the capital occupation interest will be calculated based on the annual interest rate of 2.65% (if the loan market quotation rate (LPR) published by the National Interbank Funding Center for the current repayment period is lower than the 2.65% annual interest rate agreed by both parties, the capital occupation interest will be calculated based on the LPR interest rate for the current period of repayment). The interest for each period will be calculated based on the entire remaining unpaid principal until the current payment date, and will be paid together with the current principal.
(2) This matter has been reviewed and approved at the 38th extraordinary meeting of the company’s fourth board of directors on September 24, 2026 with 7 votes in favor, 0 votes against, and 0 abstentions. According to relevant regulations such as the Stock Listing Rules of the Shenzhen Stock Exchange and the Articles of Association, this transaction is within the deliberation authority of the board of directors and does not need to be submitted to the shareholders' meeting for review.
(3) This transaction does not involve related transactions and does not constitute a major asset reorganization as stipulated in the "Administrative Measures for Major Asset Reorganization of Listed Companies".
2. Main contents of the “Settlement Agreement”
(1) Subject of the agreement:
Party A: Qapqal Xibo Autonomous County People's Government
Qapqal Xibe Autonomous County Yinan Industrial Park Management Committee
Qapqal Xibe Autonomous County Transportation Bureau
Qapchar Investment Development Group Co., Ltd.
Qapqal Xibe Autonomous County Natural Resources Bureau
Party B: Xinjiang Communications Construction Group Co., Ltd.
Xinjiang China-Singapore Railway Construction Co., Ltd. (former name: Xinjiang Tianshan Road and Bridge Co., Ltd.)
(2) Mainly reach the following deterministic terms:
- Debt settlement arrangements
Except for the Natural Resources Bureau of Qapqal Xibo Autonomous County, Party A will pay the debt principal of 248,896,422.54 over ten years (ten installments in total). 元（大写人民币：贰亿肆仟捌佰捌拾玖万陆仟肆佰贰拾贰元伍角肆分）予以清偿，同时自本协议签订之日起，按年利率2.65%计算资金占用利息，每期利息以全部剩余未清偿的本金为基数计算至当期付款日，随当期本金一并支付。 The first installment will be paid on December 31, 2027, with a principal of 8,689,642.254 yuan; the second installment will be paid on December 31, 2028, with a principal of 12,289,642.254 yuan; the third installment will be paid on December 31, 2029, with a principal of 15,889,642.254 yuan. Yuan; the fourth installment is paid on December 31, 2030, with a principal of 19,489,642.254 yuan; the fifth installment is paid on December 31, 2031, with a principal of 23,089,642.254 yuan; the sixth installment is paid on December 31, 2032, with a principal of 23,089,642.254 yuan. 26,689,642.254 yuan; the seventh installment is paid on December 31, 2033, with a principal of 30,289,642.254 yuan; the eighth installment is paid on December 31, 2034, with a principal of 33,889,642.254 yuan; the ninth installment is paid on December 31, 2035, with a principal of 33,889,642.254 yuan. 37,489,642.254 yuan; the tenth installment will be paid on December 31, 2036, with a principal of 41,089,642.254 yuan, totaling 248,896,422.54 yuan.
Note: (1) If the loan market quoted interest rate (LPR) announced by the National Interbank Funding Center for the current repayment period is lower than the annual interest rate of 2.65% agreed by both parties, the calculation will be based on the LPR interest rate for the current repayment period;
(2) If Party A has funding sources, it can pay the repurchase amount to Party B in advance, and interest will be calculated until the date of early settlement.
- Debt assumption and liability forms
(1) Party A, the People's Government of Qapuchal Xibe Autonomous County, the Yinan Industrial Park Management Committee of Qapuchal Xibe Autonomous County, the Transportation Bureau of Qapchar Xibe Autonomous County, and Qapuchal Investment Development Group Co., Ltd. jointly serve as debtors under this agreement and bear joint and several liability for the repayment of all debts agreed in this agreement (including but not limited to debt principal and interest on capital occupation).
(2) Party B has the right to require any Party A entity to bear repayment responsibility for all debts, and may also claim rights against some or all Party A entities at the same time, without being restricted by the proportion of shares stipulated in Article 2 of this Agreement; if any Party A entity repays more than its internal share to Party B, it may recover compensation from other Party A entities in accordance with internal agreements, but it shall not use this against Party B.
(3) The performance of the debts of this Agreement by any Party A entity will have the same effect on other Party A entities; the reconciliation and reduction or exemption commitments made by any Party A entity shall not restrict Party B's rights claims against other Party A entities without the written consent of Party B.
- This agreement shall take effect from the date of signature and seal of Party A and Party B. If Party A fails to fulfill its payment obligations in accordance with this Agreement in any period, Party B has the right to declare that the remaining unpaid principal and interest are immediately due. Party B has the right to file a lawsuit with the People's Court of the place where Party A is domiciled regarding disputes under this Agreement.
3. Impact on the company
This debt restructuring will help alleviate the company's cash flow pressure by adjusting the repayment method. The signing of this settlement agreement is expected to increase the net profit attributable to shareholders of the listed company by RMB 58 million in 2026. This data has not been audited. The impact on the company in 2026 shall be subject to the amount confirmed by the accounting firm's annual audit.
4. Risk warning
The company will strive to do a good job in fund management and implementation of settlement agreements and other related work, actively urge the other party to fulfill its repayment obligations on time, continue to pay attention to the progress of the matter, and perform information disclosure obligations in a timely manner. Investors are kindly requested to pay attention to investment risks.
5. Documents for reference
Resolution of the 38th extraordinary meeting of the fourth board of directors;
Settlement Agreement.
Announcement is hereby made.
Xinjiang Communications Construction Group Co., Ltd.
board of directors
September 24, 2026