Shanghai Huayi Group Co., Ltd. Announcement on the Repurchase and Cancellation of Restricted Stocks to Reduce Registered Capital and Notice to Creditors

Stock Code: 600623 900909 Stock Short Name: Huayi Group Huayi B Shares Announcement No.: 2026-011

Shanghai Huayi Group Co., Ltd.

Announcement on Reducing Registered Capital by Repurchasing and Canceling a Portion of Restricted Stock
and Notification to Creditors

The board of directors of the Company and all directors thereof hereby guarantee that there are no false records, misleading statements, or material omissions in the contents of this announcement, and assume legal responsibility for the truthfulness, accuracy, and completeness of the contents.

I. Background for the notification to creditors

Shanghai Huayi Group Co., Ltd. (hereinafter referred to as the “Company” or “our Company”) convened the 13th meeting of the 11th session of the board of directors on March 9, 2026, and convened the Company’s 2026 first extraordinary general meeting of shareholders on March 27, 2026. At both meetings, the following proposal was reviewed and approved, respectively: “Proposal on Repurchasing and Canceling Some Restricted Shares Granted to Incentive Recipients Yet to Be Released from Lock-Up and Adjusting the Repurchase Price.” For details, please refer to the website of the Shanghai Stock Exchange (

Pursuant to the relevant provisions of the “A-Share Restricted Stock Incentive Plan (Revised Draft) of Shanghai Huayi Group Co., Ltd.”, the “Administrative Measures for the Implementation and Assessment of the A-Share Restricted Stock Incentive Plan of Shanghai Huayi Group Co., Ltd.” and the “Administrative Measures for the Implementation of the A-Share Restricted Stock Incentive Plan (Revised Draft) of Shanghai Huayi Group Co., Ltd.”, for the 1 incentive recipient first granted an award whose individual performance assessment result was “average,” the 12,464 shares that have been granted but have not yet been unlocked shall be repurchased and canceled by the Company; for the 7 incentive recipients first granted an award who no longer meet the conditions to be incentive recipients due to reasons such as resignation, the 205,908 shares that have been granted but have not yet been unlocked shall be repurchased and canceled by the Company; for the 7 incentive recipients first granted an award whose employment has ended due to normal retirement upon reaching statutory retirement age or due to reassignment away from the Company as arranged by the organization, the 273,440 shares that have been granted but have not yet been unlocked shall be repurchased and canceled by the Company; for the 1 incentive recipient granted a reserved award whose individual performance assessment result was “average,” the 8,689 shares that have been granted but have not yet been unlocked shall be repurchased and canceled by the Company. In addition, due to the Company-level performance assessment results for 2023 and 2024 and the actual performance completion status of the respective subsidiary companies of the incentive recipients, the Company shall repurchase and cancel 2,718,088 shares of restricted stock granted under the first grant and 121,877 shares of restricted stock granted under the reserved grant. In summary, in accordance with relevant regulations, the Company will repurchase and cancel a total of 3,340,466 shares of restricted stock as set out above.

After the repurchase and cancellation is completed, the total number of the Company’s shares will change from 2,122,831,280 shares to 2,119,490,814 shares, and the Company’s registered capital will also change from RMB 2,122,831,280 to RMB 2,119,490,814. The Company will timely disclose an announcement on the completion of the repurchase and cancellation. After the repurchase and cancellation is completed, the Company will carry out relevant procedures such as industrial and commercial change registration.

II. Relevant information that creditors need to be aware of

The above-mentioned matters relating to the repurchase and cancellation of restricted stock will result in a reduction of the Company’s total share capital and registered capital. In accordance with relevant laws and regulations including the Company Law of the People’s Republic of China, the Company hereby notifies its creditors as follows: within 30 days from the date the Company receives the creditor notification, or within 45 days from the date this announcement is published if no notification is received, creditors may demand that the Company fulfill its debt repayment obligations or request the Company to provide corresponding guarantees for such creditors’ claims, based on valid documents and evidence of their claims.

If creditors fail to report the above requirements to the Company within the prescribed time limit, it will not affect the validity of their claims. The relevant debts (obligations) will continue to be performed by the Company in accordance with the provisions of the original documents of the claims. The relevant matters concerning the reduction of registered capital resulting from the repurchase and cancellation of restricted stock will be continued in accordance with statutory procedures.

If creditors require the Company to repay debts or provide corresponding guarantees, they shall, in accordance with relevant laws and regulations including the Company Law of the People’s Republic of China, submit a clear written application to the Company (if the creditor is a legal person, the creditor should affix its company chop; if the creditor is a natural person, it should be signed by the creditor), and attach the materials required for the declaration of the claims.

(I) Materials required for the declaration of creditors’ claims

Creditors of the Company may file their claims by bringing the originals and copies of contracts, agreements, and other documents/evidence that prove the existence of the relationship between creditor’s claims and debts. If the creditor is a legal person, it is also necessary to carry the original and a copy of the company’s business license and the original and a copy of the identification document proving the legal representative; if a person is authorized to file on its behalf, in addition to the above documents, the original and a copy of the authorization letter issued by the legal representative and the original and a copy of the agent’s valid identification must also be provided. If the creditor is a natural person, it is necessary to carry the original and a copy of the valid identification document; if a person is authorized to file on its behalf, in addition to the above documents, the original and a copy of the authorization letter and the agent’s valid identification document must also be provided.

(II) Specific ways for declaring creditors’ claims

1. Place of registration for declaration: 809 Changde Road, Shanghai

2. Declaration period: from March 29, 2026 to May 12, 2026

3. Declaration methods: Creditors may declare their claims by on-site submission, fax, mail, or email. For declarations by mail, the declaration date shall be based on the postmark date; for declarations by fax or email, the declaration date shall be based on the date when the Company’s relevant system receives the documents. Please specify “Declaration of Creditors’ Claims.”

4. Contact person: Office of the Board of Directors, Shanghai Huayi Group Co., Ltd.

5. Telephone: 021-23530152

6. Fax: 021-64456042-880152

7. Email: IR@shhuayi.com

Notice is hereby given.

Shanghai Huayi Group Co., Ltd.

Board of Directors

March 28, 2026

Stock Code: 600623 Stock Short Name: Huayi Group Announcement No.: 2026-010

900909 Huayi B Shares

Shanghai Huayi Group Co., Ltd.

Announcement of Resolutions of the 2026 First Extraordinary General Meeting of Shareholders

The board of directors of the Company and all directors thereof hereby guarantee that there are no false records, misleading statements, or material omissions in the contents of this announcement, and assume legal responsibility for the truthfulness, accuracy, and completeness of the contents.

Key Points:

● Whether any resolution has been vetoed in this meeting: None

I. Convening of the meeting and attendance

(I) Time when the general meeting of shareholders was held: March 27, 2026

(II) Place where the general meeting of shareholders was held: Conference Room on the 3rd Floor, No. 560 Xujiahui Road, Shanghai

(III) Shareholding information of ordinary shareholders attending the meeting and preferred shareholders restoring voting rights, and their shares held:

■

(IV) Whether the voting method complies with the provisions of the Company Law and the Articles of Association, as well as the situation regarding the chair of the meeting, etc.

This meeting was convened by the board of directors of Shanghai Huayi Group Co., Ltd., chaired by Mr. Gu Lili, and voting was conducted using a combination of on-site voting and online voting. The convening and holding of this meeting comply with the relevant provisions of the Company Law and the Articles of Association.

(V) Attendance of the Company’s directors and the secretary of the board of directors

1. The Company had 7 directors in office; 4 attended. Independent directors Mr. Li Yuan and Mr. Cheng Lin, and employee director Mr. Li Liangjun were unable to attend this meeting due to work-related reasons;

2. Mr. Xu Lifeng, the financial director and secretary of the board of directors, attended this general meeting of shareholders.

II. Review of proposals

(I) Non-cumulative voting proposals

1. Proposal name: Proposal on Repurchasing and Canceling Some Restricted Shares Granted to Incentive Recipients Yet to Be Released from Lock-Up and Adjusting the Repurchase Price

Voting result: Approved

Voting situation:

■

2. Proposal name: Proposal on Changes to Registered Capital and Amending the Articles of Association

Voting result: Approved

Voting situation:

■

3. Proposal name: Proposal on Increasing Capital by RMB 1.0 billion to Shanghai Huayi Group Financial Co., Ltd.

Voting result: Approved

Voting situation:

■

4. Proposal name: Proposal on the Actual Execution of 2025 Daily Related-Party Transactions and the Proposal on the Expected Daily Related-Party Transactions for 2026

Voting result: Approved

Voting situation:

■

5. Proposal name: Proposal on Adjusting the Audit Fees of the Accounting Firm for 2025

Voting result: Approved

Voting situation:

■

(II) For major matters involving matters, the voting situation of shareholders holding less than 5%

■

(III) Explanations regarding relevant matters for the voting on the proposals

Proposal 2 was a special resolution. It was approved by more than 2/3 of the voting rights held by the shareholders or shareholder representatives attending the meeting. The remaining proposals were approved by more than 1/2 of the voting rights held by the shareholders or shareholder representatives attending the meeting. Proposals 1–5 were counted separately for small and medium investors. For proposals 3 and 4, the related shareholder Shanghai Huayi Holding Group Co., Ltd. avoided voting.

III. Legal counsel’s attestation

1. Law firm witnessing this general meeting: Shanghai Guomao Law Firm

Attorneys: Qi Yuanhao, Xiao Zhengxiong

2. Legal counsel’s conclusion:

The procedures for convening and holding this general meeting of shareholders of the Company comply with the Company Law, the Securities Law, the Rules for General Meetings of Shareholders, and other relevant laws, regulations, normative documents, and the Articles of Association. The qualifications of the attendees and of the convener are lawful and valid. The voting procedures and voting results of this general meeting are lawful and valid.

Notice is hereby given.

Board of Directors of Shanghai Huayi Group Co., Ltd.

March 28, 2026

● Supplemental documents published on the website

Legal opinion letter signed by the head of the certified law firm and affixed with the official seal

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