Founder Holdings Inks Supplemental Agreement with Ping An Bank; Introduces Wealth-Management Services and Sets Up to RMB420 Million Annual Caps

Bulletin Express
08/28

Hong Kong-listed Founder Holdings Ltd. (Founder Holdings) has executed a Supplemental Agreement with Ping An Bank on 28 August 2026, expanding its existing Deposit Service Framework Agreement (signed 20 February 2025) into a “Deposit and Wealth Management Products Services Framework Agreement”. The new pact runs from its effective date through 31 December 2028.

Key commercial terms • Scope: In addition to deposit placements, Founder Holdings and its subsidiaries may now subscribe for wealth-management products issued or managed by Ping An Bank and its subsidiaries. • Tenor: From approval date to 31 December 2028. • Counterparty profile: Ping An Bank is a subsidiary of Ping An Insurance (Group) Co. of China, whose unit Ping An Life owns 31.84 % of Founder Holdings, making it a connected person under Hong Kong Listing Rules.

Revised and new annual caps 1. Deposit Service – maximum daily outstanding balance (RMB): • FY2025: 460.00 million (unchanged) • FY2026–FY2028: 60.00 million per year

2. Wealth Management Products Service – maximum daily balance (RMB): • FY2026: 400.00 million • FY2027: 420.00 million • FY2028: 420.00 million

Historical utilisation • FY2025: peak deposit balance reached RMB380.00 million against a 460.00 million cap. • 1H 2026: peak deposit balance reached RMB420.00 million, within the existing cap.

Strategic rationale Management cites declining PRC deposit yields and RMB620.00 million of cash on hand (30 June 2026) as drivers to redeploy idle funds into regulated wealth-management products offering higher returns. Ping An Bank was selected for its scale, asset-management capabilities and risk controls.

Governance and controls Founder Holdings has established multi-layered procedures to: • Benchmark Ping An Bank pricing against at least two independent PRC banks. • Monitor daily deposit and investment balances to ensure compliance with approved caps. • Subject all transactions to annual review by independent non-executive directors and external auditors.

Regulatory implications • Continuing connected transactions: As the highest applicable percentage ratio for combined services exceeds 5 %, the agreement requires disclosure, annual review and independent shareholder approval under Chapter 14A of the Hong Kong Listing Rules. • Major transaction: The Wealth Management Products Service alone exceeds the 25 % threshold, triggering Chapter 14 requirements for shareholder approval. • No director is required to abstain from voting; an Independent Board Committee has appointed Vinco Financial Limited as independent financial adviser. A circular with further details will be dispatched on or before 18 September 2026 ahead of a special general meeting.

No financial forecasts or performance guidance were provided in the announcement.

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