Shenzhen Pagoda Industrial (Group) Corporation Limited (PAGODA GP, 02411) has issued a circular convening its first extraordinary general meeting (EGM) of 2026 for 29 May. Shareholders will vote on a connected-transaction proposal covering two loan arrangements with 51.02%-owned Shenzhen Pagoda Commercial Management Co., Ltd. (PCM).

Key terms of the financial assistance:

1. Loan Agreement I (amended): • Principal: RMB 180.00 million (fully drawn). • Interest: 3.20% fixed per annum (one-year Loan Prime Rate of 3.00% + 20 bps), effective from the signing of the 2 February 2026 supplemental agreement. • Tenor: to 31 March 2029; bullet repayment permitted earlier at borrower’s option.

2. Loan Agreement II (new): • Principal: up to RMB 70.00 million, available in tranches. • Interest: 3.20% fixed per annum, accrued from each draw-down date. • Tenor and repayment identical to Loan Agreement I.

Combined, the facilities total RMB 250.00 million and will fund PCM’s set-up costs, working capital and expansion of its franchise network for fruit and snack retail brands. The loans carry no security but allow Pagoda to demand early repayment or require guarantees if the subsidiary’s financial condition deteriorates.

Background:

• On 2 February 2026 Pagoda entered a capital-increase agreement under which Executive Director and Vice-Chairman Tian Xiqiu and Deputy GM/Finance Director Lai Hin Yeung injected RMB 0.66 million and RMB 0.30 million, respectively, into PCM at RMB 1 per share. The Company’s stake fell from 100% to 51.02%, constituting a deemed disposal under HKEX rules; PCM remains a consolidated subsidiary.

• Subsequent loans are classified as connected transactions. Aggregated size tests yield a percentage ratio above 5%, requiring Independent Shareholders’ approval.

Governance and timetable:

• An Independent Board Committee comprising all five INEDs recommends voting in favour of the loan proposals. • Capital 9 Limited acts as independent financial adviser and concludes the terms are fair, reasonable and on normal commercial terms. • Associate shareholder Hengwang (0.25% of issued shares) will abstain from voting; other shareholders may vote. • The EGM record date is 29 May 2026; the register closes from 26–29 May.

No material adverse changes to Pagoda’s financial position since 31 December 2025 were reported. The Company held approximately RMB 2.00 billion in unrestricted cash at year-end 2025.