Zhengwei Group Holdings Company Limited 正味集团控股有限公司 (Incorporated in the Cayman Islands with limited liability) （於開曼群島註冊成立的有限公司） (Stock Code 股份代號: 2147) Yours faithfully, By order of the Board Zhengwei Group Holdings Company Limited Mr. Yang Shengyao Chairman N O T I F I C AT I O N L E T T E R 通 知 信 函 31 March 2026 Dear Non-registered holders(Note 1) , Zhengwei Group Holdings Company Limited (the "Company") – Notice of Publication of 2025 Interim Report (the "Current Corporate Communications") The Current Co ...

N O T I F I C AT I O N L E T T E R 通 知 信 函 Dear Registered Shareholders, 31 March 2026 Zhengwei Group Holdings Company Limited 正味集团控股有限公司 (Incorporated in the Cayman Islands with limited liability) （於開曼群島註冊成立的有限公司） (Stock Code 股份代號: 2147) Zhengwei Group Holdings Company Limited (the "Company") – Notice of Publication of 2025 Interim Report (the "Current Corporate Communications") The Current Corporate Communications of the Company have been published in English and Chinese languages and are available on the ...

Financial Performance - The company recorded total revenue of approximately RMB 413.4 million for the reporting period, an increase of about 38.7% compared to RMB 298.1 million for the same period last year[15]. - Gross profit was approximately RMB 23.0 million, compared to RMB 1.1 million in the previous period, with a gross margin of approximately 5.6%, an increase of 5.2 percentage points from 0.4%[17]. - The net loss for the reporting period was approximately RMB 27.8 million, a reduction from RMB 40.6 million in the previous period, primarily due to revenue growth outpacing the increase in sales costs[23]. - Revenue for the six months ended December 31, 2025, was RMB 413,351 thousand, an increase of 38.7% compared to RMB 298,106 thousand for the same period in 2024[56]. - Gross profit for the same period was RMB 22,987 thousand, significantly up from RMB 1,087 thousand, indicating a gross margin improvement[56]. - The group reported a total loss before tax of RMB 26.95 million for the six months ended December 31, 2025[83]. Costs and Expenses - Sales cost for the reporting period was approximately RMB 390.4 million, up about 31.4% from RMB 297.0 million in the previous period, primarily due to increased direct material costs[16]. - Distribution and selling expenses increased from approximately RMB 6.8 million in the previous period to about RMB 21.4 million in the reporting period, due to higher advertising and salary expenses[20]. - Administrative expenses decreased from approximately RMB 18.8 million in the previous period to about RMB 9.2 million in the reporting period, due to reduced depreciation and research and development expenses[21]. - The company reported interest expenses of RMB 1,145,000 for the six months ended December 31, 2025, significantly up from RMB 145,000 for the same period in 2024[86]. Assets and Liabilities - Total assets as of December 31, 2025, were RMB 617,274 thousand, up from RMB 365,887 thousand as of June 30, 2025[58]. - Current liabilities increased to RMB 295,731 thousand from RMB 55,593 thousand, primarily due to new borrowings of RMB 200,000 thousand[58]. - The company's total trade payables increased to RMB 83,871,000 as of December 31, 2025, compared to RMB 46,722,000 as of June 30, 2024, indicating a 79% increase[97]. - The company had trade receivables totaling RMB 376,945,000 as of December 31, 2025, compared to RMB 228,257,000 as of June 30, 2024, representing a 65% increase[94]. Cash Flow - The cash used in operating activities was RMB (261,826) thousand, compared to RMB (11,922) thousand in the previous period, while cash generated from investing activities was RMB 16,868 thousand[26]. - The total cash and cash equivalents decreased by approximately 84.4%, from about RMB 54.6 million on June 30, 2025, to approximately RMB 8.5 million on December 31, 2025[26]. - The company experienced a net cash outflow from operating activities of RMB 261,826 thousand for the six months ended December 31, 2025, compared to RMB 11,922 thousand in the previous year[62]. Shareholder Information - The company proposed a share consolidation, reducing the total issued shares from 1,120,000,000 to 56,000,000 shares, effective December 29, 2025[35]. - As of December 31, 2025, major shareholders include Shengyao Investment with 9,510,373 shares (16.98%), Prosperous Season with 4,654,012 shares (8.31%), and Nanchang Cultural Tourism Investment Co., Ltd. with 14,164,386 shares (25.29%)[42]. - The company completed a placement of 11,200,000 new shares at HKD 0.8 per share on January 22, 2026[46]. - The company did not declare or pay any dividends for the six months ended December 31, 2025, and June 30, 2024[89]. Corporate Governance - The company maintains high standards of corporate governance, believing it is essential for protecting shareholder interests and enhancing corporate value[48]. - The chairman and CEO roles are held by the same individual, Mr. Yang, which the board believes is in the best interest of the company[49]. - All directors confirmed compliance with the standards of the code for securities trading during the reporting period[51]. Business Operations - The company plans to expand its sales network and promotional efforts in Southeast China, particularly in Fujian Province, to enhance brand recognition and maximize shareholder returns[14]. - The company aims to develop and introduce new snack products in response to evolving consumer preferences and trends, leveraging long-term relationships with retail customers[14]. - Manufacturing operations have been suspended as of 2025, with future production resuming contingent on business and product development[10]. - The group primarily engages in the procurement, processing, and trading of dried mountain delicacies, snacks, dried seafood, grains, baked goods, and seasonings in China[66]. Taxation - The group's income tax expense decreased from approximately RMB 19.7 million in the previous period to about RMB 0.8 million in the reporting period, due to all subsidiaries recording losses and not generating income tax[22]. - The company has no taxable profits in Hong Kong, thus no provision for Hong Kong profits tax was made for the reporting periods[87]. - The company has a deferred tax expense of RMB 811,000 for the six months ended December 31, 2025, compared to a deferred tax benefit of RMB 40,000 for the same period in 2024[87].

I. 法定/註冊股本變動 | 1. 股份分類 | 普通股 | 股份類別 | 不適用 | | | 於香港聯交所上市 (註1) | | 是 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 02147 | 說明 | | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | | 法定/註冊股本 | | | 上月底結存 | | | 400,000,000 | USD | | 0.2 | USD | | 80,000,000 | | 增加 / 減少 (-) | | | 0 | | | | USD | | 0 | | 本月底結存 | | | 400,000,000 | USD | | 0.2 | USD | | 80,000,000 | 本月底法定/註冊股本總額： USD 80,000,000 股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 截至月份: 2026年2月28日 狀態: 新提交 致：香港交易及結算所有限公司 公司名稱: 正味集团控股有限公司 ...

Core Viewpoint - The company reported a significant increase in revenue for the six months ending December 31, 2025, driven by sales growth in various product categories, despite a net loss reduction compared to the previous year [1] Financial Performance - The company achieved a revenue of 413 million RMB, representing a year-on-year growth of 38.66% [1] - The net loss for the period was 27.758 million RMB, which is a decrease of 31.58% compared to the same period last year [1] - The basic loss per share was 0.5 RMB [1] Revenue Breakdown - The increase in revenue was primarily attributed to sales growth in dried mountain delicacies, dried aquatic products, and poultry and meat products, which contributed approximately 214.7 million RMB [1] - This growth was partially offset by a decrease in sales of snacks, grains, and seasonings, which declined by approximately 99.5 million RMB [1]

Core Viewpoint - Zhengwei Group (02147) reported a significant increase in revenue for the six months ending December 31, 2025, with a total revenue of 413 million RMB, representing a year-on-year growth of 38.66% [1] Financial Performance - The company incurred a loss of 27.758 million RMB during the period, which is a 31.58% reduction compared to the previous year [1] - Basic loss per share was reported at 0.5 RMB [1] Revenue Breakdown - The increase in revenue was primarily driven by sales growth in dried mountain delicacies, dried aquatic products, and poultry and meat products, contributing approximately 214.7 million RMB [1] - This growth was partially offset by a decrease in sales of snacks, grains, and seasonings, which fell by about 99.5 million RMB [1]

Financial Performance - Revenue for the six months ended December 31, 2025, was RMB 413,351,000, representing a 38.7% increase from RMB 298,106,000 for the same period in 2024[4] - Gross profit for the same period was RMB 22,987,000, significantly up from RMB 1,087,000 in the previous period, indicating a substantial improvement in profitability[4] - The net loss for the six months ended December 31, 2025, was RMB 27,758,000, a decrease from a net loss of RMB 40,570,000 in the prior period, reflecting better operational efficiency[4] - Basic and diluted loss per share improved to RMB (0.50) from RMB (0.96) in the previous period, showing a reduction in losses per share[4] - The company reported a consolidated loss before tax of RMB 26,947,000 for the six months ended December 31, 2025, compared to a loss of RMB 40,570,000 for the same period in 2024, indicating an improvement in financial performance[21] - The financial costs increased significantly to RMB 1,145,000 for the six months ended December 31, 2025, compared to RMB 145,000 for the same period in 2024[24] - The group recorded total revenue of approximately RMB 413.4 million, an increase of about 38.7% compared to approximately RMB 298.1 million in the previous period[52] - The group's sales cost was approximately RMB 390.4 million, an increase of about 31.4% from approximately RMB 297.0 million in the previous period, primarily due to rising direct material costs[53] - Gross profit was approximately RMB 23.0 million, with a gross profit margin of about 5.6%, up 5.2 percentage points from approximately 0.4% in the previous period[54] - The net loss for the reporting period was approximately RMB 27.8 million, a decrease from a net loss of approximately RMB 40.6 million in the previous period[59] Assets and Liabilities - Total assets as of December 31, 2025, were RMB 617,274,000, compared to RMB 365,887,000 as of June 30, 2025, indicating growth in asset base[5] - Current liabilities increased to RMB 295,731,000 from RMB 55,593,000, primarily due to higher trade payables[5] - Cash and cash equivalents decreased to RMB 8,541,000 from RMB 54,644,000, suggesting a need for improved cash management[5] - The company reported a significant increase in trade receivables, rising to RMB 376,945,000 from RMB 228,153,000, indicating higher sales volume[5] - Trade receivables as of December 31, 2025, totaled RMB 376,945,000, showing a significant increase from RMB 228,257,000 as of June 30, 2024[31] - As of June 30, 2025, the company reported trade payables of RMB 83,871,000, an increase from RMB 46,722,000 as of December 31, 2024, indicating a growth of 79.5%[33] - The debt-to-asset ratio increased to 61.57% from zero in the previous period, primarily due to an increase in total borrowings of approximately RMB 200 million[63] Shareholder Actions - The company did not declare or pay any dividends for the six months ended December 31, 2025, and for the previous period ending June 30, 2024[27] - The basic and diluted loss per share for the six months ended December 31, 2025, was RMB (0.50), an improvement from RMB (0.96) for the same period in 2024[28] - The company completed a share consolidation on December 29, 2025, reducing the total issued shares from 1,120,000,000 to 56,000,000[69] - A placement agreement was signed on December 30, 2025, to issue up to 11,200,000 new shares at a price of HKD 0.8 per share, representing approximately 16.67% of the existing issued share capital, aiming to raise about HKD 8.71 million[70] - The company completed its first share placement, raising approximately HKD 20,720,000, with a placement price of HKD 0.138 per share, representing a discount of about 4.83% from the market price[40] - The second share placement raised approximately HKD 5,760,000 at a price of HKD 0.038 per share, reflecting a discount of approximately 19.15% from the market price[43] Operational Focus - The company continues to focus on the procurement, processing, and trading of dried mountain delicacies, snacks, dried seafood, grains, baked goods, and seasonings in China[12] - The company primarily engages in the trade of dry food and baked goods in Jiangxi Province, China, followed by Fujian and Hubei Provinces[45] - The group plans to expand its supermarket sales network and promotional counters in Southeast China, particularly in Fujian Province[51] - The group aims to enhance marketing efforts through traditional media and social media platforms to increase brand awareness and product reach[51] - The group has established a stable customer base, including retailers and corporate clients, due to over 20 years of experience in the dried food production industry[48] Corporate Governance - The company is committed to maintaining high standards of corporate governance, with the board believing that effective management aligns with the best interests of the group[76] - The audit committee, consisting of three independent non-executive directors, reviewed the interim results for the six months ended December 31, 2025, and found the financial information to be adequately disclosed[80] - The board of directors does not recommend the payment of any interim dividend for the reporting period, consistent with the previous period[79] Employee and Operational Changes - As of December 31, 2025, the company had a total of 123 employees, a decrease from 831 employees on June 30, 2024, attributed to increased sales requiring fewer production staff[72] - The company has not reported any major customers contributing 10% or more to total revenue, indicating a diversified customer base[23] - The company has no significant investments or future plans for major acquisitions or capital assets as of December 31, 2025[65][66] - The company has not engaged in any buybacks, sales, or redemptions of its listed securities during the reporting period[75] - The company has no foreign currency hedging policy in place but regularly monitors foreign exchange risk exposure[68] Cash Management - The group’s cash and cash equivalents decreased by approximately 84.4%, from about RMB 54.6 million on June 30, 2025, to approximately RMB 8.5 million on December 31, 2025[62] - The company has a refundable deposit of RMB 150,000,000 related to procurement from import agents, which is expected to be returned[34] - The company plans to utilize the net proceeds from the placement for advertising expenses and employee salaries[70]

正味集团控股有限公司 董事會會議通告 正味集团控股有限公司（「本公司」，連同其附屬公司統稱為「本集團」）董事（「董事」） 會（「董事會」）謹 此 公 告，本 公 司 董 事 會 將 於 二 零 二 六 年 二 月 二 十 七 日（星 期 五）舉 行 會 議，以 商 討（其 中 包 括）考 慮 及 通 過 本 集 團 截 至 二 零 二 五 年 十 二 月 三 十 一 日 止 六 個 月 之 中 期 業 績 及 刊 發，以 及 考 慮 建 議 派 付 中 期 股 息（如 有）。 承董事會命 香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負 責，對 其 準 確 性 或 完 整 性 亦 不 發 表 任 何 聲 明，並 明 確 表 示 概 不 就 因 本 公 告 全 部 或任何部分內容而產生或因倚賴該等內容而引致的任何損失承擔任何責任。 Zhengwei Group Holdings Company Limited 正味集团控股有限公司 （於開曼群島註冊成立的有限公司） （股份代號：2147） 主 席 楊聲耀先生 於 本 公 告 日 期，執 行 董 事 為 楊 聲 耀 先 生 及 萬 明 先 生； ...

股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 截至月份: 2026年1月31日 狀態: 新提交 致：香港交易及結算所有限公司 公司名稱: 正味集团控股有限公司 呈交日期: 2026年2月4日 FF301 FF301 II. 已發行股份及/或庫存股份變動及足夠公眾持股量的確認 | 1. 股份分類 | 普通股 | 股份類別 | 不適用 | 於香港聯交所上市 (註1) | 是 | | | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 02147 | 說明 | | | | | | | | 已發行股份（不包括庫存股份）數目 | | 庫存股份數目 | 已發行股份總數 | | | 上月底結存 | | | 56,000,000 | 0 | | 56,000,000 | | 增加 / 減少 (-) | | | 11,200,000 | | | | | 本月底結存 | | | 67,200,000 | 0 | | 67,200,000 | 足夠公眾持股量的確認(註4) I. 法定/註冊股本變動 | 1. 股份分類 | 普通股 | ...

Group 1 - The company, Zhengwei Group (02147), announced that all conditions of the placement agreement have been met, and the completion of the placement occurred on January 22, 2026 [1] - According to the terms of the placement agreement, 11.2 million shares were placed, which represents approximately 16.67% of the company's issued share capital as of the announcement date [1] - The placement shares were sold at a price of HKD 0.8 per share to no fewer than six placees as per the terms and conditions of the placement agreement [1]