Core Viewpoint - Baiguoyuan Group (02411) has received approval from the Hong Kong Stock Exchange for the listing and trading of 85.4486 million shares under the proposed full circulation of H-shares, pending the fulfillment of all other conditions for conversion and listing [1] Group 1 - The approval date for the H-share listing is set for October 21, 2025 [1] - The total number of shares approved for listing is 85.4486 million [1] - The conversion and listing are subject to the completion of all necessary conditions [1]

Group 1 - The Hong Kong Stock Exchange has approved the listing and trading of 85.4486 million shares of Baiguoyuan Group under the proposed full circulation of H-shares [1] - The approval is contingent upon the fulfillment of all other conditions related to the conversion and listing [1]

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。 （股份代號：2411） 內幕消息公告 就申請建議實行H股全流通獲聯交所批准 本公告乃深圳百果園實業（集團）股份有限公司（「本公司」）根據香港聯合交易所有 限公司證券上市規則（「上市規則」）第13.09(2)(a)條及證券及期貨條例（香港法例 第571章）第XIVA部作出。 茲提述本公司日期為二零二五年五月二十日、五月二十九日及十月二十日的公告 （「H股全流通公告」），內容有關本公司建議實行H股全流通及就H股全流通獲中國 證監會發出備案通知書。除另有界定外，本公告所用詞彙與H股全流通公告所界 定者具有相同涵義。 上市批准 董事會欣然宣佈，聯交所已於二零二五年十月二十一日批准85,448,554股根據建 議H股全流通以及轉換及上市轉換自非上市股份的H股上市及買賣，惟須待轉換及 上市的所有其他條件獲達成後方可作實。 1 股權架構 Shenzhen Pagoda Industrial (Group) Corpo ...

Core Viewpoint - The China Securities Regulatory Commission has issued a notice regarding the "full circulation" filing for Shenzhen Baiguoyuan Industrial (Group) Co., Ltd, allowing three shareholders to convert a total of 85,448,554 shares of unlisted domestic shares into shares for overseas listing on the Hong Kong Stock Exchange [1] Group 1 - The company is planning to list its shares on the Hong Kong Stock Exchange [1] - A total of 85,448,554 shares will be converted from unlisted domestic shares to overseas listed shares [1] - The move involves three shareholders of the company [1]

Core Viewpoint - Baiguoyuan Group (02411) has received formal filing notification from the China Securities Regulatory Commission (CSRC) regarding its application for H-share full circulation, indicating progress in its capital market activities [1] Group 1: H-share Conversion - The company has completed the CSRC filing for the conversion of a total of 85.4486 million non-listed shares held by three shareholders into H-shares on a one-to-one basis [1] - The converted 85.4486 million H-shares will be listed and traded on the main board of the Stock Exchange of Hong Kong after the conversion is completed and listing approval is granted [1] - The notification from the CSRC is valid for 12 months from the date of approval, which was on October 17, 2025 [1]

Core Viewpoint - Baiguoyuan Group has received formal filing notification from the China Securities Regulatory Commission (CSRC) regarding its application for full circulation of H-shares, indicating a significant step towards enhancing liquidity and market presence [1] Summary by Categories Company Actions - The company has completed the conversion of 85.4486 million non-listed shares held by three shareholders into H-shares on a one-to-one basis, as per the CSRC's filing [1] - The converted 85.4486 million H-shares will be listed and traded on the main board of the Hong Kong Stock Exchange after the completion of the conversion and approval from the exchange [1] Regulatory Approval - The notification from the CSRC is valid for 12 months from the date of approval, which was on October 17, 2025 [1]

Core Viewpoint - Baiguoyuan Group (02411.HK) has received formal filing notice from the China Securities Regulatory Commission (CSRC) regarding its application for full circulation of H-shares, indicating a significant step towards enhancing liquidity and market presence [1] Summary by Sections - **H-share Conversion** - The company has completed the conversion of 85,448,554 non-listed shares held by three shareholders into H-shares on a one-to-one basis, as per the CSRC's filing [1] - **Listing Approval** - The newly converted H-shares will be listed and traded on the main board of the Hong Kong Stock Exchange upon completion of the conversion and receipt of listing approval from the Exchange [1] - **Validity of Notification** - The notification from the CSRC is valid for 12 months from the approval date, which is October 17, 2025 [1]

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。 內幕消息公告 就申請建議實行H股全流通獲中國證監會發出備案通知書 本公告乃深圳百果園實業（集團）股份有限公司（「本公司」）根據香港聯合交易所有 限公司證券上市規則（「上市規則」）第13.09(2)(a)條及證券及期貨條例（香港法例 第571章）第XIVA部作出。 茲提述本公司日期分別為二零二五年五月二十日及二零二五年五月二十九日的公 告（「H股全流通公告」），內容有關本公司建議實行H股全流通。除另有界定外， 本公告所用詞彙與H股全流通公告所界定者具有相同涵義。 董事會欣然宣佈，於二零二五年十月二十日，本公司接獲中國證監會就其申請H 股全流通發出的正式備案通知書（「通知」），據此，本公司已完成有關本公司三名 股東持有的合共85,448,554股非上市股份按一比一的基準轉換為85,448,554股H股 的中國證監會備案。該等85,448,554股H股將於完成有關轉換及聯交所授出上市批 准後於聯交所主板上市及 ...

Core Viewpoint - Baiguoyuan, the "first stock of fruit chain retail," has secured a crucial fundraising opportunity through a share placement to address its financial challenges and operational difficulties [1][3][4]. Fundraising Details - On September 21, Baiguoyuan announced a placement agreement to issue 279.5 million new H-shares at HKD 1.17 per share, representing a discount of approximately 19.31% from the previous closing price [1]. - The total amount raised from the placement is approximately HKD 327 million, with a net amount of about HKD 325 million expected to be fully utilized by June 30, 2026 [3]. - The funds will be allocated as follows: approximately 61.5% (HKD 200 million) for trade payables, about 30.8% (HKD 100 million) for repaying bank loans, and around 7.7% (HKD 25 million) for general operational and administrative expenses [3]. Operational Challenges - Baiguoyuan's revenue declined from HKD 11.391 billion in 2023 to HKD 10.273 billion in 2024, marking a year-on-year decrease of 9.81%, and it reported a net loss of HKD 386 million [4]. - In the first half of 2025, revenue further dropped by 21.78% to HKD 4.376 billion, with a net loss of HKD 342 million, indicating a significant deterioration in financial performance [4]. - The number of Baiguoyuan stores decreased from 6,025 in June 2024 to 4,386 in June 2025, a reduction of 1,639 stores, as the company aims to optimize its retail network [4]. Debt Pressure - As of June 2025, Baiguoyuan had non-current bank borrowings of HKD 267 million and short-term bank borrowings of HKD 2.283 billion, while cash and cash equivalents totaled HKD 1.817 billion, insufficient to cover short-term debts [5]. - The company's debt-to-equity ratio increased from 89.3% at the end of the previous year to 103.5% in the first half of 2025, reflecting rising financial strain [5]. Market Response - Despite the poor fundamentals, the market reacted positively to the share placement, with Baiguoyuan's stock price rising by 20.69% to HKD 1.75 on September 22, the first trading day after the announcement [7]. - However, since its IPO on January 16, 2023, Baiguoyuan's stock price has declined by 74.11%, with a market capitalization of approximately HKD 2.232 billion as of September 19, 2025 [7]. Strategic Transformation - Baiguoyuan's strategy has shifted towards "high quality and high cost performance," with the placement funds supporting three main areas: supply chain optimization, store model upgrades, and digital empowerment [8]. - The company plans to enhance its own brand fruit share to 25% by 2026, upgrade store formats to include a mix of fresh produce and ready-to-eat items, and invest HKD 120 million in an AI selection system [8]. - Baiguoyuan aims to increase its store count by 100 in key regions by 2026, focusing on the Yangtze River Delta and the Guangdong-Hong Kong-Macau Greater Bay Area [8]. Future Outlook - Baiguoyuan's other brand, Guoduomei, may provide insights into potential growth strategies, as it has successfully expanded its offerings and maintained a strong market presence [9]. - The recent fundraising may alleviate immediate financial pressures, but the long-term viability of Baiguoyuan will depend on its ability to adapt to industry changes and improve operational efficiency [9].

深圳百果園實業（集團）股份有限公司 （於中華人民共和國註冊成立的股份有限公司） 受限制股份單位計劃（H股） 1 目錄 | 1. | 釋義及詮釋 | 3 | | --- | --- | --- | | 2. | 本計劃目的 | 7 | | 3. | 有效性及期限 | 7 | | 4. | 管理 | 8 | | 5. | 資格 | 9 | | 6. | 授出獎勵 | 10 | | 7. | 受限制股份單位的歸屬 | 16 | | 8. | 可轉讓性 | 18 | | 9. | 失效 | 18 | | 10. | 未獲接納股份及未獲歸屬股份 | 20 | | 11. | 可供認購的最大股份數目 | 21 | | 12. | 註銷受限制股份單位 | 22 | | 13. | 資本架構重組 | 23 | | 14. | 獎勵及獎勵相關股份所附的權利 | 25 | | 15. | 合規 | 25 | | 16. | 預扣 | 26 | | 17. | 爭議 | 26 | | 18. | 修改計劃 | 26 | | 19. | 終止 | 27 | | 20. | 其他事項 | 27 | 「薪酬委員會」 指 董事會的薪酬委員 ...