中国宏桥子公司云南宏桥2.397亿元收购控股股东集团旗下魏桥新创100%股权（170MW云南光伏），构成关联交易

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take
no responsibility for the contents of this announcement, make no representation as to its accuracy or
completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in
reliance upon the whole or any part of the contents of this announcement.




China Hongqiao Group Limited
中國宏橋集團有限公司
(Incorporated under the laws of Cayman Islands with limited liability)
(Stock Code: 1378)

CONNECTED TRANSACTION
ACQUISITION OF EQUITY INTEREST

ACQUISITION OF EQUITY INTEREST

On 11 September 2026, Yunnan Hongqiao (an indirect subsidiary of the Company) entered into the
Xinchuang Equity Transfer Agreement with Binzhou Public Construction, pursuant to which Binzhou
Public Construction shall sell, and Yunnan Hongqiao shall acquire, the entire equity interest in
Weiqiao Xinchuang.

LISTING RULES IMPLICATIONS

Yunnan Hongqiao is an indirect subsidiary of the Company. Binzhou Public Construction is a
wholly-owned subsidiary of Weiqiao Chuangye Group, which is a subsidiary of China Hongqiao
Holdings Limited (the controlling shareholder of the Company), as well as an associate of Mr. Zhang
Bo (an executive Director and, together with his other family members, having equity interests in
Weiqiao Chuangye Group). Therefore, Binzhou Public Construction is a connected person of the
Company under the Listing Rules. Accordingly, the transaction contemplated under the Xinchuang
Equity Transfer Agreement constitutes a connected transaction of the Company under Chapter 14A
of the Listing Rules.

As the highest applicable percentage ratio (as defined under the Listing Rules) in respect of the
transaction contemplated under the Xinchuang Equity Transfer Agreement, on an aggregate basis,
is more than 0.1% but less than 5%, the transaction is subject to the announcement and reporting
requirements but exempt from the circular (including independent financial advice) and independent
Shareholders’ approval requirements under Chapter 14A of the Listing Rules.




1
A. ACQUISITION OF EQUITY INTEREST

On 11 September 2026, Yunnan Hongqiao (an indirect subsidiary of the Company) entered into
the Xinchuang Equity Transfer Agreement with Binzhou Public Construction, pursuant to which
Binzhou Public Construction shall sell, and Yunnan Hongqiao shall acquire, the entire equity
interest in Weiqiao Xinchuang.

1. Material terms of the Xinchuang Equity Transfer Agreement

The principal terms of the Xinchuang Equity Transfer Agreement are set out as follows:

Date

11 September 2026

Parties

(1) Binzhou Public Construction, as transferor; and

(2) Yunnan Hongqiao, as transferee.

Binzhou Public Construction is a wholly-owned subsidiary of Weiqiao Chuangye Group,
which is a subsidiary of China Hongqiao Holdings Limited (the controlling shareholder of the
Company), as well as an associate of Mr. Zhang Bo (an executive Director and, together with
his other family members, having equity interests in Weiqiao Chuangye Group). Therefore,
Binzhou Public Construction is a connected person of the Company under the Listing Rules.
Accordingly, the transaction contemplated under the Xinchuang Equity Transfer Agreement
constitutes a connected transaction of the Company under Chapter 14A of the Listing Rules.

Subject matter

Pursuant to the Xinchuang Equity Transfer Agreement, Binzhou Public Construction shall sell,
and Yunnan Hongqiao shall acquire, the entire equity interest (including the relevant benefits,
interest and rights) in Weiqiao Xinchuang.

Consideration, pricing basis and payment terms

Pursuant to the Xinchuang Equity Transfer Agreement, the total consideration payable by
Yunnan Hongqiao to Binzhou Public Construction for the transfer of the entire equity interest
in Weiqiao Xinchuang is RMB239,704,219.40. Such consideration is determined on normal
commercial terms and arrived at after arm’s length negotiations based on the appraised value
of the shareholders’ equity of Weiqiao Xinchuang as at 31 May 2026 (the valuation benchmark
date), being RMB239,704,219.40. The appraised value (being RMB239,704,219.40) was
determined by an independent valuer based on the valuation results under the asset-based
approach (for Weiqiao Xinchuang) and the market approach (for a subsidiary of Weiqiao
Xinchuang). Yunnan Hongqiao shall pay the total consideration within 30 days of the date of
the Xinchuang Equity Transfer Agreement.

2
Completion

The parties shall proactively cooperate to attend and complete the registration and alteration
procedures of the competent authorities through Weiqiao Xinchuang in connection with the
transfer of the equity interests in Weiqiao Xinchuang, within 30 days after the date of the
Xinchuang Equity Transfer Agreement.

From the completion date, being the date on which the alteration of the industrial and
commercial registration is completed, Yunnan Hongqiao shall enjoy and bear all the rights
and obligations in respect of the equity interests in Weiqiao Xinchuang, and Binzhou Public
Construction shall cease to enjoy and bear any rights and obligations in respect of such equity
interest.

Upon completion of the Xinchuang Equity Transfer Agreement, Weiqiao Xinchuang will
become a subsidiary of the Company, and its financial results will be consolidated into the
Group’s accounts.

2. The Target

Weiqiao Xinchuang is a limited liability company incorporated under the laws of the PRC on 4
September 2020 and wholly-owned by Binzhou Public Construction. It is principally engaged
in the photovoltaic new energy generation business in the Yunnan region of China. As at the
date of this announcement, it owns a total of 2 grid-connected photovoltaic power generation
projects, with a combined rated installed capacity of 170 MW.

The net asset value and total assets of Weiqiao Xinchuang as at 30 June 2026 were
RMB179,829,915.17 and RMB642,052,487.48, respectively. Its net losses (both before and
after taxation) for the financial years ended 31 December 2024 and 31 December 2025 were as
follows:

For the financial For the financial
year ended year ended
31 December 2024 31 December 2025
(Unaudited) (Audited)
RMB RMB

Approximate net loss before tax 6,010,251.20 12,426,733.80
Approximate net loss after tax 7,433,896.98 13,333,331.90

As at the date of this announcement, the original investment cost of Binzhou Public
Construction in Weiqiao Xinchuang, being the paid-in capital, was RMB200 million.




3
3. Reasons for and Benefits of Entering into the Xinchuang Equity Transfer Agreement

Yunnan Hongqiao is wholly-owned by Shandong Hongqiao Holdings, and Shandong Hongqiao
Holdings is engaged in the business of the entire aluminum industry chain encompassing
alumina, electrolytic aluminum and aluminum deep-processing. Shandong Hongqiao Holdings
has been continuously relocating and commissioning electrolytic aluminum production capacity,
and the key to its stable and efficient business operations is the high-quality and reliable supply
of electricity. Against this backdrop, the Board considers that the acquisition contemplated
under the Xinchuang Equity Transfer Agreement will enable Shandong Hongqiao Holdings
to secure greater autonomy over its power supply, thereby reducing its reliance on external
electricity sources and lowering the operational risks arising from power supply disruptions.
Strengthening Shandong Hongqiao Holdings’ self-sufficient power supply capability is
therefore a key driver of its broader industrial integration strategy.

The Directors (including the independent non-executive Directors) are of the view that the
transaction contemplated under the Xinchuang Equity Transfer Agreement is on normal
commercial terms, and the terms contained therein are fair and reasonable and in the interests
of the Company and the Shareholders as a whole. However, such transaction is not conducted
in the ordinary course of business of the Group due to its nature.

B. LISTING RULES IMPLICATIONS

Yunnan Hongqiao is an indirect subsidiary of the Company. Binzhou Public Construction is a
wholly-owned subsidiary of Weiqiao Chuangye Group, which is a subsidiary of China Hongqiao
Holdings Limited (the controlling shareholder of the Company), as well as an associate of Mr.
Zhang Bo (an executive Director and, together with his other family members, having equity
interests in Weiqiao Chuangye Group). Therefore, Binzhou Public Construction is a connected
person of the Company under the Listing Rules. Accordingly, the transaction contemplated under
the Xinchuang Equity Transfer Agreement constitutes a connected transaction of the Company
under Chapter 14A of the Listing Rules.

As the highest applicable percentage ratio (as defined under the Listing Rules) in respect of the
transaction contemplated under the Xinchuang Equity Transfer Agreement, on an aggregate basis,
is more than 0.1% but less than 5%, the transaction is subject to the announcement and reporting
requirements but exempt from the circular (including independent financial advice) and independent
Shareholders’ approval requirements under Chapter 14A of the Listing Rules.

C. BOARD’S APPROVAL

The Xinchuang Equity Transfer Agreement and the transaction contemplated thereunder were
approved by the Board. Each of Mr. Zhang Bo, Mr. Yang Congsen, Mr. Zhang Jinglei, Ms. Zhang
Ruilian and Ms. Sun Dongdong had either not participated in voting or abstained from voting on
the relevant resolution of the Board approving the Xinchuang Equity Transfer Agreement and the
transaction contemplated thereunder as they and/or their respective associates concurrently have
material interests and/or hold relevant positions in Weiqiao Chuangye Group.

4
D. GENERAL INFORMATION

The Group is principally engaged in the manufacture and sale of aluminum products.

Yunnan Hongqiao is an indirect non-wholly owned subsidiary of the Company. It is wholly owned
by Shandong Hongqiao Holdings and is an investment holding company.

Shandong Hongqiao Holdings is a joint stock company incorporated under the laws of the PRC with
limited liability, being a non-wholly owned subsidiary of the Company and the shares of which
are listed on the Shenzhen Stock Exchange (stock code: 002379.SZ). It is principally engaged in
the research and development, production and sales of aluminum alloy products, alumina products
and aluminum fabrication products. It currently owns the production lines of the Group in Chinese
Mainland for all of the aluminum alloy products and alumina products, and part of the aluminum
fabrication products.

Binzhou Public Construction is a wholly-owned subsidiary of Weiqiao Chuangye Group and is
principally engaged in power generation, power transmission, and power supply (distribution),
thermal power production and supply, and heating services.

Weiqiao Chuangye Group is principally engaged in the processing and sale of cotton, lint cotton,
cotton seed oil, fabrics, cotton yarn and print cloth, retail and distribution of cloth and supply
of industrial water. As at the date of this announcement, Weiqiao Chuangye Group is held as to
approximately 73.91% of the equity interest by Shandong Shenghe Zhiyuan Investment Co., Ltd.*
(山東盛和致遠投資有限公司) (“Shenghe Zhiyuan”). The registered shareholders of Shenghe
Zhiyuan are two corporate shareholders, among which China Hongqiao Holdings Limited holds
80% of the equity interest and Shiping Global Holding Company Limited* (士平環球控股有限
公司) holds 20% of the equity interest. Approximately 19.13% of the equity interest of Weiqiao
Chuangye Group is held by Binzhou Hanchuang Technological Development Partnership (Limited
Partnership)* (濱州瀚創科技發展合夥企業（有限合夥）), which is held as to 99.975% by Shandong
Weiqiao Chuangye Group Company Limited Union Committee* (山東魏橋創業集團有限公司工
會委員會) (the “Union”). The Union serves as an incentive and shareholding platform for certain
core employees, holding such interests on behalf of those employees. None of such employees
holds more than 1% equity interest in Weiqiao Chuangye Group. Approximately 2.71% of the
equity interest of Weiqiao Chuangye Group is held by Shandong Weiqiao Investment Holdings
Co., Ltd. (“Weiqiao Investment”). The registered shareholders of Weiqiao Investment are 27
individuals, and adopt “one person, one vote”. Among these shareholders, Mr. Zhang Bo holds
approximately 10.34% equity interest (of which approximately 2.07% is held on behalf of others),
Ms. Zhang Hongxia holds approximately 7.76% equity interest (of which approximately 1.55% is
held on behalf of others), Ms. Zhang Yanhong holds approximately 7.76% equity interest (of which
approximately 1.55% is held on behalf of others), Mr. Yang Guangchang holds approximately 5.17%
equity interest (of which approximately 1.72% is held on behalf of others), and the remaining equity
interest is held by the other 23 individual shareholders, of which their shareholding ranges from
1.38% to 3.45%. Approximately 4.13% equity interest of Weiqiao Chuangye Group is held by its
10 management members (approximately 1.14% by Mr. Zhang Bo, approximately 0.98% by Ms.
Zhang Hongxia, approximately 0.88% by Ms. Zhang Yanhong, approximately 0.19% by Mr. Yang
Congsen, approximately 0.28% by Mr. Zhang Shixue, approximately 0.34% by Mr. Wei Yingzhao,
5
approximately 0.15% by Mr. Zhang Kai, approximately 0.03% by Ms. Zhao Suwen, approximately
0.10% by Mr. Liu Fenghai, and approximately 0.04% by Mr. Wei Jiakun).

E. DEFINITIONS

In this announcement, the following expressions shall have the following respective meanings:

“Binzhou Public Binzhou Public Construction Investment and Development Co.,
Construction” Ltd.* (濱州市公建投資開發有限公司), a limited liability company
established in the PRC and a wholly-owned subsidiary of Weiqiao
Chuangye Group

“Board” the board of Directors

“Company” China Hongqiao Group Limited (中國宏橋集團有限公司)

“Director(s)” the director(s) of the Company

“Group” the Company and its subsidiaries

“Listing Rules” the Rules Governing the Listing of Securities on The Stock Exchange of
Hong Kong Limited

“PRC” the People’s Republic of China

“RMB” Renminbi, the lawful currency of the PRC

“Shandong Hongqiao Shandong Hongqiao Aluminum Industry Holding Company
Holdings” Limited (山東宏橋鋁業控股股份有限公司), a joint stock company
incorporated under the laws of the PRC with limited liability, being a
non-wholly owned subsidiary of the Company and the shares of which
are listed on the Shenzhen Stock Exchange (stock code: 002379.SZ)

“Shareholder(s)” registered holder(s) of the shares of the Company

“Weiqiao Chuangye Group” Shandong Weiqiao Chuangye Group Company Limited* (山東魏橋創
業集團有限公司), a limited liability company established in the PRC
on 14 April 1998

“Weiqiao Xinchuang” Yunnan Weiqiao Xinchuang Science and Technology Industrial Park
Development Co., Ltd.* (雲南魏橋新創科技產業園發展有限公司),
a limited liability company established in the PRC and wholly-owned
by Binzhou Public Construction




6
“Xinchuang Equity the equity acquisition agreement entered into between Yunnan
Transfer Agreement” Hongqiao and Binzhou Public Construction on 11 September 2026
in relation to the transfer of the 100% equity interest in Weiqiao
Xinchuang by Binzhou Public Construction to Yunnan Hongqiao

“Yunnan Hongqiao” Yunnan Hongqiao New Materials Co., Ltd.* (雲南宏橋新型材料有限
公司), an indirect non-wholly owned subsidiary of the Company

“%” per cent

* The Chinese names of the PRC entities have been translated into English in this announcement for reference only.
In the event of any discrepancies between the Chinese names of the PRC entities and their respective English
translation, the Chinese version shall prevail.


By order of the Board
China Hongqiao Group Limited
Zhang Bo
Chairman

Hong Kong, the PRC
11 September 2026

As at the date of this announcement, the Board comprises eleven Directors, namely Mr. Zhang Bo, Mr.
Zhang Jinglei, Ms. Zhang Ruilian and Ms. Wong Yuting as executive Directors, Mr. Yang Congsen,
Mr. Tu Yikai (Mr. Zhang Hao as his alternate) and Ms. Sun Dongdong as non-executive Directors, and
Mr. Meng Xianzhong, Mr. Wen Xianjun, Ms. Fu Yulin and Mr. Ma Jin as independent non-executive
Directors.




7