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: 深圳百果園實業（集團）股份有限公司 呈交日期: 2026年2月3日 I. 法定/註冊股本變動 | 1. 股份分類 | 普通股 | 股份類別 H | | | | 於香港聯交所上市 (註1) | 是 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 02411 | 說明 | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | 法定/註冊股本 | | | 上月底結存 | | | 2,000,721,250 | RMB | | 1 RMB | | 2,000,721,250 | | 增加 / 減少 (-) | | | 0 | | | RMB | | 0 | | 本月底結存 | | | 2,000,721,250 | RMB | | 1 RMB | | 2,000,721,250 | 本月底法定/註冊股本總額： RMB 2 ...

Group 1 - The company announced a capital increase agreement where Tian Xiqiu and Lai Xianyang will each invest in 百果园商业管理 at a price of RMB 1.0 per share, contributing RMB 660,000 and RMB 300,000 respectively [1] - After the capital injection, Tian Xiqiu and Lai Xianyang will hold approximately 33.67% and 15.31% of 百果园商业管理, respectively, diluting the company's ownership from 100% to 51.02% [1] - 百果园商业管理 will continue to be a subsidiary of the company, and its financial performance will be consolidated into the company's financial statements [1] Group 2 - The company entered into Supplementary Agreement I, converting a total principal amount of RMB 180 million under Loan Agreement I into an interest-bearing loan, with a term until March 31, 2029, at an interest rate of 3.0% plus 20 basis points [1] - Under Loan Agreement II, the company conditionally agrees to provide a maximum loan amount of RMB 70 million to 百果园商业管理, with a term until March 31, 2029, also at an interest rate of 3.0% plus 20 basis points [1]

Major Events - Singularity Guofeng (01280) sold all shares of China Silver Ray (Hong Kong) Investment Holdings Limited at zero cost [1] - ZTE Corporation (00763) plans to invest 117 million yuan to subscribe to Jianxing Zhanlu Fund shares [1] - Cloud Factory (02512) subsidiary won the bid for the second phase of the artificial intelligence industry base project [1] - CSPC Pharmaceutical Group (01093) received drug registration approval for Chlorpheniramine Lactate Injection [1] - Derin Holdings (01709) reported a Bitcoin balance of 84.555 BTC as of January 31 [1] - Baiguoyuan Group (02411) diluted its stake in Baiguoyuan Commercial Management to 51.02%, with core management investing to enhance new business layout [1] Operating Performance - XPeng Motors-W (09868) delivered 20,011 new vehicles in January [1] - Ruipulan Jun (00666) issued a profit warning, expecting a net profit of approximately 630 million to 730 million yuan in 2025, turning from loss to profit [1] - China Merchants Jinling (00978) projected a total contract sales amount of approximately 32.308 billion yuan in 2025, a year-on-year decrease of 23.91% [1] - China National Building Material (03323) issued a profit warning, expecting a shareholder loss of approximately 2.3 billion to 4 billion yuan in 2025, turning from profit to loss [1]

Core Viewpoint - 百果园集团 has entered into a capital injection agreement, allowing key executives to invest in 百果园商业管理, thereby diluting 百果园集团's ownership but ensuring continued financial consolidation of 百果园商业管理's performance into the group's financial statements [1][3] Group 1: Capital Injection Agreement - The company has signed a capital injection agreement on February 2, 2026, where Mr. Tian Xiqiu and Mr. Lai Xianyong will each invest in 百果园商业管理 at a price of RMB 1.0 per share, contributing RMB 660,000 and RMB 300,000 respectively [1] - Following the capital injection, Mr. Tian and Mr. Lai will hold approximately 33.67% and 15.31% of 百果园商业管理, respectively, reducing 百果园集团's ownership from 100% to 51.02% [1] Group 2: Loan Agreements - The company, as a lender, has entered into a supplementary agreement to convert a loan of RMB 180 million to 百果园商业管理 into an interest-bearing loan, with a term ending on March 31, 2029, at an interest rate of 3.2% [2] - Additionally, the company has conditionally agreed to provide a loan of up to RMB 70 million to 百果园商业管理, also with a term ending on March 31, 2029, at the same interest rate [2] Group 3: Business Development and Management - The company recognizes that 百果园商业管理 requires additional resources for its business activities, including quality suppliers, franchisees, professional management, and funding [3] - Mr. Tian Xiqiu has extensive resources in the snack supply chain and is expected to support the future development of 百果园商业管理, while Mr. Lai Xianyong will oversee market expansion, supply chain optimization, and overall management of 百果园商业管理 [3] - The company has agreed to allow Mr. Tian and Mr. Lai to invest as shareholders in 百果园商业管理, sharing the risks and returns associated with the new business segments [3]

Core Viewpoint - 百果园集团 has entered into a capital increase agreement, allowing key executives to invest in 百果园商业管理, thereby diluting 百果园集团's ownership but enhancing operational support for new business initiatives [1][3] Group 1: Capital Increase Agreement - 百果园集团 announced a capital increase agreement on February 2, 2026, where executives Tian Xiqiu and Lai Xianyong will invest in 百果园商业管理 at a price of RMB 1.0 per share, contributing RMB 660,000 and RMB 300,000 respectively [1] - Following the capital injection, Tian Xiqiu and Lai Xianyong will hold approximately 33.67% and 15.31% of 百果园商业管理, reducing 百果园集团's ownership from 100% to 51.02% [1] Group 2: Loan Agreements - On the same day, 百果园集团, as the lender, entered into a supplementary agreement with 百果园商业管理, converting a loan of RMB 180 million into an interest-bearing loan with a term until March 31, 2029, at an interest rate of 3.2% [2] - Additionally, 百果园集团 conditionally agreed to provide a loan of up to RMB 70 million to 百果园商业管理, also with a term until March 31, 2029, at the same interest rate [2] Group 3: Business Development and Management - 百果园集团 recognized the need for additional resources for 百果园商业管理 to sustain its operations, including quality suppliers, franchisees, and professional management [3] - Executives Tian Xiqiu and Lai Xianyong bring valuable resources and experience in supply chain management and investor relations, which will support the future development of 百果园商业管理 [3] - Both executives expressed their willingness to oversee the development of the fruit and snack business, ensuring alignment with the management resources of 百果园商业管理 [3]

Core Viewpoint - The announcement details a capital injection agreement by Baiguoyuan Group, where two individuals will invest in the company, resulting in a dilution of the company's ownership stake in its subsidiary [1] Group 1: Capital Injection Agreement - Baiguoyuan Group has entered into a capital injection agreement on February 2, 2026, with Tian Xiqiu and Lai Xianyang agreeing to invest in Baiguoyuan Commercial Management at a price of RMB 1.0 per share [1] - Tian Xiqiu will contribute RMB 660,000 and Lai Xianyang will contribute RMB 300,000 in cash to the registered capital of Baiguoyuan Commercial Management [1] - After the completion of the capital injection, Tian Xiqiu and Lai Xianyang will hold approximately 33.67% and 15.31% of the equity in Baiguoyuan Commercial Management, respectively [1] Group 2: Ownership Structure - Following the capital injection, Baiguoyuan Group's ownership stake in Baiguoyuan Commercial Management will be diluted from 100% to 51.02% [1] - Baiguoyuan Commercial Management will continue to be a subsidiary of Baiguoyuan Group, and its financial performance will still be consolidated into the financial statements of the company [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。 Shenzhen Pagoda Industrial (Group) Corporation Limited 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） （股份代號：2411） 關連交易 (1) 視作出售一家附屬公司股權 及 (2) 於視作出售後 向一家關連附屬公司提供財務資助 獨立董事委員會及獨立股東的 獨立財務顧問 視作出售一家附屬公司的股權 於二零二六年二月二日，本公司訂立增資協議，據此田先生及賴先生同意各自 以代價每股股份人民幣1.0元，分別以現金向百果園商業管理的註冊股本出資人 民幣660,000元及人民幣300,000元。於注資完成後，田先生及賴先生將分別持 有百果園商業管理的約33.67%及15.31%股權。本公司於百果園商業管理的持股 比例將由100%攤薄至51.02%，而百果園商業管理將繼續為本公司的附屬公司， 且其財務業績將繼續併入本公司 ...

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。 本公告僅供參考，並不構成收購、購買或認購本公司證券的邀請或要約。 Shenzhen Pagoda Industrial (Group) Corporation Limited 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） （股份代號：2411） 公告 建議更新現有一般授權 鑒於現有一般授權已動用大部分，董事會建議更新現有一般授權，以供其發 行不超過於通過該決議案當日本公司已發行股份總數20%之新股份。由於建 議更新現有一般授權乃於本公司下屆年度股東會前進行，故根據上市規則第 13.36(4)條，建議更新現有一般授權須於臨時股東會上獲獨立股東以特別決議 案方式批准。 一般事項 由全體獨立非執行董事組成的獨立董事委員會已經設立，以就建議更新現有一 般授權向獨立股東提供意見。本公司已委任第九資本有限公司為獨立財務顧 問，以就建議更新現有一般授權向獨立董事委員會及獨立 ...

Core Viewpoint - The collaboration between the government of Pujiang County and Baiguoyuan aims to promote the ecological agriculture of Pujiang Papaya, enhancing its market presence and quality through the introduction of advanced agricultural techniques [1][2] Group 1: Agricultural Development - Pujiang County has a planting area of 450,000 acres for Papaya, with an annual production exceeding 850,000 tons and a total output value surpassing 3.8 billion yuan [1] - The county's green development strategy includes the "two replacements" project, which promotes organic fertilizers over chemical fertilizers and green pest control over chemical methods, aiming for a zero pesticide, zero fertilizer, and zero hormone cultivation model [1] - Baiguoyuan has committed to not selling Papaya treated with sweeteners, ensuring consumer health and industry integrity [1] Group 2: Technological Integration - Baiguoyuan will introduce its BLOF ecological planting technology to improve the quality and safety of Papaya, which has recently been selected as a key agricultural technology by the Ministry of Agriculture and Rural Affairs for 2025 [2] - The partnership aims to leverage Baiguoyuan's brand, channels, and supply chain advantages to enhance the competitive edge of Pujiang's ecological agricultural resources [2] Group 3: Market Strategy - The selling price of Pujiang Papaya at Baiguoyuan is between 8 to 10 yuan per pound, with potential discounts during promotional events [2] - The collaboration is expected to create a full-chain traceability system, ensuring consumers can trust the quality of the products [2] - Baiguoyuan aims to establish itself as a leading platform for brand development, contributing to rural revitalization [2]

Core Viewpoint - The government of Pujiang County in Sichuan, in collaboration with Baiguoyuan, is promoting the launch of Pujiang Yaba Gan through a marketing event in Beijing, emphasizing the support for ecological agriculture [1] Group 1: Collaboration and Initiatives - Pujiang County and Baiguoyuan are jointly advocating for the initiative "Buy Pujiang Yaba Gan, Support Ecological Agriculture" [1] - The collaboration aims to enhance the quality and safety of the fruit by introducing Baiguoyuan's BLOF ecological planting technology [1] Group 2: Market Position and Supply Chain - Pujiang County has been a core production area for Baiguoyuan's Yaba Gan, with approximately 50% of Baiguoyuan's annual procurement volume sourced from the local area [1]