成都红旗连锁股份有限公司关于控股股东签署股份转让协议的提示性公告

Core Viewpoint - Chengdu Hongqi Chain Co., Ltd. announced a share transfer agreement involving the transfer of 70,443,750 non-restricted circulating shares, representing 5.18% of the total share capital, from shareholders Cao Shiru and Cao Zengjun to Sichuan Shengtou Investment Co., Ltd. [1][2] Group 1: Share Transfer Details - The share transfer agreement was signed on February 12, 2026, with the total transfer price set at RMB 397,373,193.75, calculated at RMB 5.641 per share after accounting for cash dividends [9][11] - Following the transfer, Sichuan Shengtou will hold 300,368,750 shares, accounting for 22.09% of the total share capital, maintaining its status as the controlling shareholder [2][21] - The transferors, Cao Shiru and Cao Zengjun, will regain voting rights for their remaining shares after the transfer is completed [1][13] Group 2: Parties Involved - Cao Shiru serves as the company's director and general manager, while Cao Zengjun is the deputy general manager [3][4] - Both transferors are not classified as "dishonest executors" according to the Supreme People's Court [4][6] - Sichuan Shengtou Investment is not classified as a "dishonest executor" either, ensuring compliance with relevant regulations [6] Group 3: Commitments and Compliance - Cao Shiru and Cao Zengjun have fulfilled their commitments regarding share lock-up periods and restrictions on share transfers [22][24] - Sichuan Shengtou has committed not to transfer the acquired shares for 18 months following the transfer, except under specific conditions [26] - The share transfer does not involve any shares that are pledged or frozen, ensuring a smooth transaction process [26][27] Group 4: Impact of the Transfer - The transfer will not change the actual controller of the company, which remains the Sichuan Provincial State-owned Assets Supervision and Administration Commission, ensuring stability in corporate governance [21][22] - The company will continue to monitor the progress of the share transfer and fulfill its information disclosure obligations [27][28]