Tangrenshen Group Co., Ltd. Daily Announcement Series

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The company and all members of the board of directors guarantee that the information disclosure is true, accurate, and complete, with no false records, misleading statements, or major omissions.

一、Overview of Capital Increase and Share Expansion

1. Summary of the Capital Increase and Share Expansion

1. To reduce the asset-liability ratio of Tangrenshan Group Co., Ltd. (hereinafter referred to as “the Company”) and optimize the capital structure, the Company and its wholly owned subsidiary Hunan Longhua Agriculture and Animal Husbandry Development Co., Ltd. (hereinafter referred to as “Longhua Agriculture and Animal Husbandry” or “the Target Company”), Hunan Xiangxiang Pig Food Co., Ltd. (hereinafter “Xiangxiang Pig Food”) intend to sign the “Capital Increase Agreement for Hunan Longhua Agriculture and Animal Husbandry” and the “Shareholders’ Agreement for Hunan Longhua Agriculture and Animal Husbandry” with China CITIC Financial Asset Management Co., Ltd. (hereinafter “CITIC Financial Asset”). The Company and Longhua Agriculture and Animal Husbandry plan to sign the “Tripartite Fund Custody Agreement” with CITIC Financial Asset Hunan Branch and CITIC Bank Changsha Branch. CITIC Financial Asset will make a cash capital increase of 200 million yuan into Longhua Agriculture and Animal Husbandry, with a committed registered capital of 22.305232 million yuan. After this capital increase, Longhua Agriculture and Animal Husbandry’s registered capital will increase from 50 million yuan to 72.305232 million yuan, with CITIC Financial Asset holding 30.8487%. The shareholder Xiangxiang Pig Food has waived its preemptive subscription rights for this capital increase.

2. Before and after the capital increase, the equity structure of Longhua Agriculture and Animal Husbandry is as follows:

3. The current capital increase and share expansion of the subsidiary do not constitute related-party transactions or major asset restructuring, are within the authority of the board of directors, and do not require shareholder approval.

4. On March 24, 2026, the Company’s 10th Board of Directors approved the “Proposal on Capital Increase and Share Expansion of Subsidiaries.”

二、Introduction of the Transaction Counterparty

1. Name: China CITIC Financial Asset Management Co., Ltd.

2. Type of enterprise: Other joint-stock limited company (listed)

3. Unified Social Credit Code: 911100007109255774

4. Registered capital: 80,246.679047 million yuan

5. Date of establishment: November 1, 1999

6. Registered address: No. 8 Jinrong Street, Xicheng District, Beijing

7. Legal representative: Liu Zhengjun

8. Business scope: Acquisition and entrusted management of non-performing assets of financial and non-financial institutions; management, investment, and disposal of non-performing assets; debt-to-equity swaps; management, investment, and disposal of equity assets; external investments; securities trading; issuance of financial bonds, interbank lending, and commercial financing with other financial institutions; bankruptcy management; financial, investment, legal, and risk management consulting and advisory services; asset and project evaluation; approved asset securitization, financial institution custody, and liquidation; other businesses approved by banking regulatory authorities. (Market entities independently choose business projects; projects requiring approval are conducted after approval; activities prohibited or restricted by national or local policies are not permitted.)

9. Shareholding structure of CITIC Financial Asset:

10. Related-party relationship statement: As of now, CITIC Financial Asset has no related-party relationship with the Company, its controlling shareholder, actual controller, shareholders holding over 5%, directors, or senior management.

11. Other notes: CITIC Financial Asset is not a dishonest person subject to enforcement.

三、Basic Information of the Target Company Longhua Agriculture and Animal Husbandry

（一）Overview of the Transaction Target

1. Unified Social Credit Code: 91430224779002842R

2. Type of enterprise: Limited liability company (wholly owned by legal persons, non-natural person investment or control)

3. Legal representative: Zhang Yiwei

4. Registered capital: 50 million yuan

5. Date of establishment: August 9, 2005

6. Registered address: Group 16, Jinxing Village, Xiadong Township, Chaling County

7. Business scope: Other feed processing; breeding and sales of breeding pigs; breeding and sales of slaughter pigs; production, processing, and sales of compound feed, concentrated feed, and additive premixes; grain and agricultural by-products procurement; fruit tree planting and sales; general freight transportation; organic fertilizer production and sales; biogas services and utilization; waste recycling; agricultural waste procurement and utilization; vegetable and horticultural crop planting and sales; grain and other crop planting and sales; bean, oilseed, and potato planting and sales; fruit and spice crop planting and sales; primary processing of agricultural products; sales of agricultural and sideline products (including online sales). (Projects requiring approval are conducted after approval by relevant authorities.)

8. Related-party relationship statement: Before this capital increase, Xiangxiang Pig Food directly held 100% of Longhua Agriculture and Animal Husbandry, and the Company indirectly held 100%.

（二）Main Financial Data of the Target Company (Unit: Yuan)

四、Valuation Situation

Walkerson (Beijing) International Asset Appraisal Co., Ltd. appraised the market value of all equity interests of Longhua Agriculture and Animal Husbandry as of June 30, 2025, the valuation date, and issued the “Walkerson Appraisal Report No. (2025) No. 0367” titled “Valuation Report on the Equity Value of Hunan Longhua Agriculture and Animal Husbandry Development Co., Ltd. for Capital Increase by China CITIC Financial Asset Management Co., Ltd. Hunan Branch.” The valuation conclusion is as follows:

As of June 30, 2025, the book value of the owner’s equity of Hunan Longhua Agriculture and Animal Husbandry Development Co., Ltd. was 270.4934 million yuan. The valuation based on the income approach yields a final valuation of 448.3253 million yuan, with an appreciation of 177.8319 million yuan, representing a 65.74% increase.

五, Main Contents of the “Capital Increase Agreement” and “Shareholders’ Agreement”

（一）Signatories of the Agreements

Party A: Hunan Longhua Agriculture and Animal Husbandry Development Co., Ltd.

Party B: China CITIC Financial Asset Management Co., Ltd.

Party C: Xiangxiang Pig Food Co., Ltd.

Party D: Tangrenshan Group Co., Ltd.

（二）Main Contents of the Capital Increase Agreement

Article 2: Basic Situation of Capital Increase

2.2 This Capital Increase

(1) Amount of Capital Increase. The parties agree that Party B will contribute a total of 200 million yuan in cash (in words: two hundred million yuan) (hereinafter “the Capital Increase Subscription Payment”) to subscribe for the Target Company’s newly registered capital of 22.305232 million yuan (in words: twenty-two million three hundred five thousand two hundred thirty-two yuan).

(2) Shareholding ratio after the settlement date. On the date of payment of the capital increase, Party B will acquire and hold 30.8487% of the Target Company’s equity (hereinafter “the Target Equity”), and the Target Company’s registered capital will change to 72.305232 million yuan.

(3) The financial audit and asset valuation date for this capital increase is June 30, 2025. According to the “Valuation Report” issued by Walkerson (Beijing) International Asset Appraisal Co., Ltd. (No. Walkerson Appraisal Report No. (2025) No. 0367), the net asset value of Party A is 448.3253 million yuan (“the baseline net asset value”). The actual registered shareholding ratio and registered capital are determined based on the baseline net asset value.

2.3 Equity Acquisition

From the date of settlement, Party B will become a shareholder of Party A and enjoy shareholder rights (including but not limited to dividend rights, voting rights, information rights, etc.) based on the “Company Law” and transaction documents, regardless of whether the company registration change procedures have been completed or whether Party B has registered as a shareholder with the company registration authority. From the date of settlement, all shareholders of Party A will exercise voting rights according to their actual paid-in capital. During the period from the valuation date to the company registration date, the profits and losses of the Target Company will be enjoyed by the shareholders according to their actual paid-in capital after the capital increase.

2.4 All consideration

All parties confirm and agree that any profits, gains, dividends, or undistributed profits of the Target Company as of the settlement date are included in the capital increase subscription payment. These profits, gains, dividends, and undistributed profits will be enjoyed by all shareholders of the Target Company after the settlement date in proportion to their actual paid-in capital, and Party C shall not claim any special distribution rights.

第三条: Conditions for the Actual Payment of Capital Increase Subscription Payment

3.2 Conditions for the Actual Payment of Capital Increase Subscription Payment

The parties agree that after this agreement takes effect, the payment of the capital increase subscription payment by Party B to the Target Company shall be subject to the fulfillment or waiver of the following conditions (“Conditions Precedent”), which must be confirmed in writing by Party B:

(1) All legal, regulatory, and normative document requirements, company articles of association, relevant regulations, and approvals or filings required by competent authorities or departments for this capital increase have been obtained; Party A and Party C have obtained approval from the competent authorities or departments for this capital increase.

(2) The following have been completed: 1) Party A has issued a legal and valid written resolution (board resolution, shareholders’ meeting resolution, general meeting resolution, or shareholder decision) in accordance with its articles of association, and the original shareholders of Party A have agreed to Party B’s RMB 200 million capital increase and waiver of preemptive rights; 2) Party C and Party D have issued legal and valid written resolutions approved by competent approval authorities; 3) Party D agrees to disclose information in a timely and accurate manner as required by law and regulations.

(3) All legal documents related to this capital increase, including this agreement, the “Shareholders’ Agreement for Hunan Longhua Agriculture and Animal Husbandry” (“Shareholders’ Agreement”), and other relevant legal documents, have been signed and become effective by all parties, with no breach events since signing, or breaches have been satisfactorily resolved or waived.

(4) Party C has reached an agreement with Party B on the amendments to the articles of association of the Company involved in this capital increase (which must reflect and conform to the provisions of this agreement).

(5) As of the settlement date, the statements, guarantees, and commitments made by Party A and Party C under this agreement remain true, complete, and accurate.

(6) As of the settlement date, the financial, business, and asset status of Party A and Party C have not undergone material adverse changes since the signing of this agreement.

(7) Party B has approved the internal fund disbursement procedures for this capital increase.

(8) Party A and Party C have provided written confirmation and relevant proof documents (signed and stamped by their legal representatives or authorized representatives, and approved by Party B) confirming that all conditions precedent specified in this clause have been satisfied.

(9) Party A and Party D have provided Party B with a detailed list of proposed debt repayment as stipulated in Article 3.4 of this agreement.

3.4 Use of Capital Increase Funds

All parties agree that the capital increase funds received by Party A shall be used entirely to repay existing financial liabilities within Party A and Party D’s consolidated scope. Party A and Party D shall provide Party B with a detailed list of proposed debt repayment (“List”). The funds in the escrow accounts of Party A and Party D shall be used exclusively for this purpose and shall not be misappropriated; the use of funds shall be legal and compliant. Generally, Party A and Party D shall complete the first debt repayment within one month after the capital increase funds are paid to Party A, and all debts listed in the list shall be repaid within three months.

第八条: Special Agreement on Shareholder Rights Protection for Party B

8.1 Anti-dilution Protection and Most Favored Nation Clause

After this agreement takes effect, from the date of settlement, during Party B’s holding of the Target Equity, Party B and Party C shall not increase the capital of the Target Company (excluding the capital increase conducted by Party B as agreed in this agreement), unless Party B and Party C agree in writing to such capital increase. Any introduction of new investors by the Target Company shall require the approval of all shareholders’ meetings.

Following the signing of this agreement, if Party A conducts any new round of equity financing with better pricing or terms than this capital increase, Party B shall automatically enjoy the more favorable financing price and terms. Party B has the right to require Party C and Party A to take necessary measures to achieve anti-dilution effects based on the new financing price, and Party C shall ensure its appointed directors and shareholders’ meeting approve such resolutions.

Further clarifications: If for any reason this clause cannot be executed, all parties shall promptly negotiate and take necessary measures to maintain Party B’s economic benefits under this clause.

Specifically, the following issuances will not trigger anti-dilution adjustments: (1) issuance of new registered capital under an employee stock option plan or employee shareholding plan approved in writing by Party B; or (2) issuance of shares during qualified listing (provided the issuance price is approved by Party B).

If Party A grants other shareholders (including Party C and shareholders who join after this capital increase) any shareholder rights protections or terms, Party A and Party C shall provide all relevant transaction documents to Party B.

Unless Party B provides separate written notice, any shareholder rights protections or terms granted to other shareholders (including but not limited to arrangements for other shareholders’ exit triggers, continuation rights, or other exit methods) shall automatically apply to Party B in this capital increase, without the need for additional agreements. If Party B’s equal shareholder rights require cooperation from Party A and other shareholders, Party C shall facilitate Party A and coordinate actions to ensure Party B enjoys equal rights.

8.2 Restrictions on Transfer

(1) After this agreement takes effect, during Party B’s holding of the Target Equity, unless Party B agrees in advance, Party C shall not transfer, gift, pledge, encumber, or otherwise dispose of any equity interests in the Target Company directly or indirectly, whether or not the right of first refusal is exercised (hereinafter “Transfer”), except as otherwise provided in this article or with Party B’s written consent. For clarity, the restriction on transfer does not imply Party B’s consent if Party B does not exercise the right of first refusal.

(2) Any transfer in violation of Articles 8.2 and 8.3 shall be invalid, and Party A, Party C, and the transferee shall not recognize or register such transfer.

(3) Party B agrees that during Party C’s transfer, Party B has the right but not the obligation to purchase the transferred equity interests at the same conditions and price.

(4) If due to Party D or a third party designated by Party D failing to choose the transferee as stipulated in this agreement and the Shareholders’ Agreement, Party B’s transfer of its equity interests shall not be restricted. If the transfer requires approval from the Target Company or Party C, such approval shall be obtained. In cases where Party D or a third party designated by Party D fails to follow the agreement, Party C and Party D agree and declare that by signing this agreement, they have preemptively granted Party B all necessary consents or exemptions required by Chinese law for the transfer of equity interests. If Party B cannot exit its investment due to reasons attributable to Party C or the Target Company, they agree to waive preemptive rights and other restrictions. Party C further agrees to sign legal documents satisfactory to Party B upon request to exempt or remove restrictions on the sale of the Target Equity.

(5) For clarity, transfers of equity interests by Party B to its affiliates are unrestricted. Party A, Party C, and Party D confirm that they have pre-approved the necessary consents under Chinese law, waive preemptive rights, and will sign all necessary documents and take all actions (including registration with relevant government authorities) to facilitate the transfer of Party B’s rights. Party A shall ensure that the transferees of Party B’s equity interests enjoy rights equivalent to Party B.

8.3 Tag-along Rights

(1) Subject to Article 8.2, if Party B and Party C agree in writing to transfer their equity interests in the Target Company, and Party C intends to transfer any of its equity interests to a third party, Party C shall give a 20-day prior notice (“Tag-along Notice”). Party B shall have the right to participate in the transfer of all or part of the equity interests.

(2) If Party B exercises the tag-along right, it shall notify Party C in writing within 20 working days after reaching a written agreement with Party C on the transfer, specifying the number of equity interests involved. Party C shall take necessary measures, including reducing the number of interests to be transferred, to ensure the implementation of the tag-along right.

(3) If Party B exercises the tag-along right and the transferee refuses to purchase the relevant equity interests, Party C shall not transfer any equity interests of the Target Company to the transferee unless Party C simultaneously purchases all interests that Party B intends to transfer to the transferee under the tag-along.

第四条: Transfer Price

4.1 Calculation and Payment of Transfer Price

(1) Calculation of transfer price:

Party B’s transfer price for all its equity interests may be confirmed by either of the following two methods:

A. Transfer Price Method 1: Party D or its designated third party may select, based on an asset valuation conducted by a professional valuation agency mutually approved by Party B and Party D, the valuation result (“Exit Equity Valuation”). If both agree on this valuation, Party D shall determine the transfer price accordingly and pay it within the time specified by Party B. The valuation fee shall be borne by the Target Company.

B. Transfer Price Method 2: = Party B’s capital increase subscription payment + (Sum of Party B’s expected annual dividends / 5 × N – Party B’s actual received dividends) / 0.75 – Party B’s actual reduction payments or funds received by other means. N is the holding period in years (pro-rated for periods less than a year).

The annual dividend base is 100% of Party A’s performance expectation value; Party B’s expected annual dividends are calculated based on its actual paid-in capital proportion multiplied by the performance expectation value for each year. The “total expected annual dividends” refer to the sum of expected dividends for each year, calculated as the performance expectation value multiplied by Party B’s shareholding proportion after the capital increase. If the performance expectation value changes during the holding period, the calculation shall be segmented accordingly.

For clarity, the transfer price for the portion of equity interests transferred shall be proportional to the equity interests transferred relative to Party B’s total holdings.

(2) Payment method:

Party C or its designated third party shall pay the transfer price in cash to the bank account designated by Party B.

4.2 Evidence Transmission

Party B shall issue and transmit relevant payment receipts to the payor within 20 working days after receiving the transfer payment.

4.3 Calculation and Payment of Overdue Transfer Price

If Party D chooses to acquire the equity interests from Party B as per Article 2.2 or 2.3, the transfer shall be completed within the agreed period. If Party C or Party D breaches Articles 2.2, 2.3, 2.5, or 3.2, they shall pay liquidated damages to Party B, calculated as a daily rate of 0.03% on the unpaid transfer price, from the day after the payment deadline until full payment.

Party C or Party D shall pay the liquidated damages in cash to the bank account designated by Party B.

第九条: Special Provisions

9.1 Upon occurrence of any of the following circumstances after this agreement takes effect, Party C and Party D shall notify Party B in writing within 5 working days, detailing the adverse effects and remedial measures, with a deadline and expected outcome (this does not affect Party B’s rights):

(1) Serious deterioration of the operation of the Target Company and/or Party C, Party D;

(2) Major default by the Target Company and/or Party C, Party D affecting this agreement;

(3) Major litigation or arbitration affecting the interests of the Target Company and/or Party C, Party D;

(4) Major events that could severely harm the business, capital, or property of the Target Company and/or Party C, Party D;

(5) Major breaches of this agreement or related agreements by the Target Company and/or Party C, Party D;

(6) Other significant adverse impacts on the performance of obligations under this agreement or related documents.

9.2 Party D or its designated third party has acknowledged the investment risks of acquiring the Target Equity under this agreement. After paying the transfer price, the risks under the Target Equity shall be borne by Party D or its designated third party, and Party B shall not provide any explicit or implicit guarantee. The equity interests shall have no rights defects.

9.3 All parties agree that if Party B exercises any rights under this agreement or if any new financing round of the Target Company changes Party B’s shareholding ratio, Party B shall continue to enjoy all rights under this agreement for its then-held equity interests. If the change in shareholding ratio requires re-signing, confirming, or amending transaction documents, all parties shall ensure Party B’s rights are preserved in the new or amended documents; otherwise, provisions restricting Party B shall be invalid. Party D shall also sign all necessary documents and take actions to ensure Party B’s continued rights.

9.4 Party D shall not arrange cash payments for the RMB 254 million dividends receivable from the Target Company, nor for loans to the Target Company from Party C or Party D, before Party B exits (except for using the capital increase funds to repay loans from Party D). During the project period, the Target Company’s cash dividends to Party C shall be subordinate to Party B.

9.5 If any provisions of the Target Company’s articles of association conflict with this Shareholders’ Agreement, the latter shall prevail. Future amendments to the articles involving investor rights shall first be made to the Shareholders’ Agreement before further amendments to the articles.

六、Main Content of the Tripartite Fund Custody Agreement

（一）Signatories

Party A: China CITIC Financial Asset Management Co., Ltd. Hunan Branch

Party B: CITIC Bank Changsha Branch

Party C: Hunan Longhua Agriculture and Animal Husbandry Development Co., Ltd.

Main contents:

1. Funds in the custody account shall be used for repayment of existing financial liabilities within the scope of Party C and Tangrenshan Group Co., Ltd.

2. Termination of custody

Party B’s custody responsibilities end once the funds are used for their intended purpose. Party C shall submit a notice of account closure and relevant documents, subject to approval by Party A and Party B.

3. Effectiveness, modification, and termination

This agreement takes effect upon signatures and seals by authorized representatives of Party A, Party B, and Party C, and terminates when the funds are used and the account is closed as per the agreement.

Any changes or termination without mutual consent are not permitted; amendments require consensus and a written agreement.

4. Dispute resolution

Any disputes arising from or related to this agreement shall be resolved through negotiation; if unresolved, the parties agree to:

Apply for arbitration at 【/】 with the arbitration rules in effect at the time;

Or file a lawsuit in the people’s court with jurisdiction at Party B’s address.

（二）Signatories

Same as above, with the third party as Party C: Tangrenshan Group Co., Ltd.

Main contents are similar: use of funds for repayment, termination procedures, effect, modification, dispute resolution.

七、Purpose of the Capital Increase and Share Expansion and Its Impact on the Company

This strategic investment in Longhua Agriculture and Animal Husbandry reflects confidence in its future development, aims to promote integration of production and finance, reduce the asset-liability ratio, and strengthen operational capacity through subsidiary equity financing. The completion of this capital increase will not change the scope of the consolidated financial statements. Xiangxiang Pig Food’s waiver of preemptive rights will not significantly impact the Company’s financial condition or operations, nor affect development plans, and does not harm the interests of the Company or shareholders, especially minority shareholders.

八、Risk Analysis of This Transaction

CITIC Financial Asset’s capital increase in Longhua Agriculture and Animal Husbandry is a prudent decision based on development needs and is not expected to significantly impact the Company’s performance. If the Company breaches relevant terms, it may face the repurchase of CITIC Financial Asset’s equity in Longhua Agriculture and Animal Husbandry. Investors should be aware of this risk.

This announcement is hereby made.

Board of Directors of Tangrenshan Group Co., Ltd.

March 25, 2026