Shenghua Lande (08106) controlling shareholder intends to change hands, will receive Shanghai Xinhua and Yunzhe for about 20.20% of the full purchase offer, and will resume trading on July 28th.

Shenghua Lande (08106) and the offeror Xinyun Zhilian and Xinhua and Yun (Hong Kong) jointly announce that on July 25, 2025, Zhejiang Shenghua entered into a domestic share purchase agreement with Xinyun Zhilian, with Zhejiang Shenghua planning to sell 193,316,930 shares of domestic shares to Xinyun Zhilian, accounting for approximately 38.16% of the total issued shares of SHENGHUA LANDE at the date of this joint announcement, at a price of HK$0.079 per share, totaling approximately HK$15.27 million. On the same day, Shengyang entered into an H-share purchase agreement with Junran Technology, under which Shengyang agreed to sell 65,022,000 H shares to Junran Technology, accounting for approximately 12.84% of the total issued shares of SHENGHUA LANDE at the date of this joint announcement, at a price of HK$0.079 per H share, totaling approximately HK$5.14 million. The completion of the H-share purchase agreement is subject to the completion of the domestic share purchase agreement. The completion of the domestic share purchase agreement is not dependent on the completion of the H-share purchase agreement. After completion, Zhejiang Shenghua will no longer hold any shares of SHENGHUA LANDE, and Shengyang will directly hold 52,578,000 H shares, accounting for approximately 10.38% of the total issued shares of SHENGHUA LANDE at the date of this joint announcement. Therefore, Zhejiang Shenghua and Shengyang will no longer be a group of controlling shareholders of SHENGHUA LANDE. Assuming that the number of issued shares of SHENGHUA LANDE does not change from the date of this joint announcement to completion, the offeror and the concerted parties will collectively hold interests in a total of 65,022,000 H shares and 193,316,930 domestic shares, accounting for approximately 51.00% of the total issued shares of SHENGHUA LANDE immediately after completion. In accordance with the concerted action agreement, Xinyun Zhilian and Junran Technology (as concerted parties) will become a group of controlling shareholders of SHENGHUA LANDE. Under Rule 26.1 of the Takeovers Code, the offeror (Xinyun Zhilian and Xinhua and Yun (Hong Kong)) will be required to make a mandatory unconditional general offer in cash for all issued shares (including H shares and domestic shares) not already owned or agreed to be acquired by the offeror and Junran Technology. The offer price for domestic shares is RMB 0.072 per share, equivalent to HK$0.079; the offer price for H shares is HK$0.079 per share, representing a discount of approximately 20.20% from the last trading price of H shares on the Stock Exchange. In addition, SHENGHUA LANDE has applied to the Stock Exchange for the resumption of trading in H shares from 9:00 am on July 28, 2025. Xinyun Zhilian is mainly engaged in providing services for chemical trade platforms, big data services, and artificial intelligence data platforms. Xinyun Zhilian is wholly owned by Shanghai Xinhua and Yun. Xinhua and Yun (Hong Kong) is primarily engaged in technology AI software development, technical services, chemical trade, logistics, and transportation. Xinhua and Yun (Hong Kong) is wholly owned by Shanghai Xinhua and Yun. Junran Technology is mainly engaged in technology investment, software and hardware product development, technical and investment consulting, and import and export. Junran Technology is wholly owned by Mr. ZHANGYi.