إعلان شركة سايريس جروب المحدودة بشأن إدراج جزء من الأسهم المقيدة المصدرة لشراء الأصول في التداول

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Stock code: 601127 Stock abbreviation: 赛力斯 Announcement No.: 2026-007

Sailuis Group Co., Ltd.

Announcement on the Listing and Circulation of Certain Restricted Shares Issued in Connection with the Purchase of Assets by Issuing Shares

The Board of Directors of the Company and all directors guarantee that there are no false records, misleading statements or material omissions in the contents of this announcement, and they shall bear legal responsibilities for the authenticity, accuracy and completeness of the contents of this announcement in accordance with the law.

Key content highlights:

● The type of stock listing in this instance is shares issued through non-public issuance; the stock subscription method is over-the-counter (OTC) / off-exchange, and the number of shares to be listed is 47,421,199 shares.

The total number of shares to be listed and circulated this time is 47,421,199 shares.

● The date of listing and circulation of the shares in this instance is 27 March 2026.

I. Types of restricted shares subject to this listing and circulation

The type of restricted shares to be listed and circulated this time is certain restricted shares in connection with the purchase of assets by issuing shares issued by Sailuis Group Co., Ltd. (hereinafter referred to as the “Company” or “the Company”). The specific circumstances are as follows:

(I) Registration for shares issued in connection with the purchase of assets

On 21 February 2025, the Company received the reply (Approval for the Registration of Issuance for the Purchase of Assets of Sailuis Group Co., Ltd.) issued by the China Securities Regulatory Commission, 《关于同意赛力斯集团股份有限公司发行股份购买资产注册的批复》 (CSRC License [2025] 307). It approved the Company to issue 53,125,024 shares to Chongqing Industry Investment Mother Fund Partnership Enterprise (Limited Partnership), issue 32,530,330 shares to Chongqing Liangjiang New Area Development & Investment Group Co., Ltd., and issue 37,928,539 shares to Chongqing Liangjiang New Area Industrial Development Group Co., Ltd. to purchase relevant assets. For details, see the Company’s announcement disclosed on 22 February 2025, 《关于公司发行股份购买资产事项获得中国证券监督管理委员会同意注册批复的公告》 (Announcement No.: 2025-021).

(II) Registration of restricted shares

A total of 123,583,893 newly issued shares were added in connection with the purchase of assets by issuing shares by the Company. The share registration procedures were completed on 27 March 2025 with the Shanghai Branch of China Securities Depository and Clearing Co., Ltd.

(III) Lock-up period arrangements for restricted shares

For the lock-up period of the 123,583,893 newly issued shares in connection with the purchase of assets by issuing shares, see the Company’s announcement disclosed on 1 April 2025, 《关于发行股份购买资产之发行结果暨股本变动公告》 (Announcement No.: Announcement No.: 2025-026). The shareholding situation of the issuance targets and the lock-up period arrangements are set out in the table below:

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The restricted shares to be listed and circulated this time are certain restricted shares held by the Company in connection with the purchase of assets by issuing shares, involving 3 shareholders. The number of shares corresponding to the restricted shareholders in this part is 47,421,199 shares, with a lock-up period of 12 months from the date on which the issuance is concluded.

The restricted shares to be applied for listing and circulation are 47,421,199 shares, accounting for 2.72% of the Company’s total share capital. They will be released from lock-up and listed and circulated on 27 March 2026.

II. Changes in the Company’s share capital from the formation of the restricted shares subject to this release until now

On 5 November 2025, the Company’s H shares were listed on the Main Board of The Stock Exchange of Hong Kong Limited. 108,619,000 newly issued shares were issued, and the Company’s total share capital changed to 1,741,985,086 shares.

Except for the aforementioned changes, the Company has not experienced changes in share capital due to profit distribution, capitalization of capital reserve and bonus issue, etc.

III. Relevant undertakings regarding the listing and circulation of the restricted shares subject to this release

(I) Chongqing Industry Investment Mother Fund Partnership Enterprise (Limited Partnership)

Chongqing Industry Investment Mother Fund Partnership Enterprise (Limited Partnership) has issued the following undertaking:

“1、Within the period following the completion of this issuance in this transaction (i.e., the shares are registered under the name of the subscription party and approved for listing on the Shanghai Stock Exchange), the shares of the listed company acquired by this entity in this transaction may not be transferred within the following time limits: (1) with respect to 15,043,416 shares of the listed company obtained by this entity in this transaction (corresponding to the portion of investment made by this entity in the target company before (including) November 2023, with an aggregate of RMB 93,729.29 million), no transfer is permitted within 12 months from the completion date of this issuance; (2) with respect to 38,081,608 shares of the listed company obtained by this entity in this transaction (corresponding to the portion of investment made by this entity in the target company on 28 June 2024, with an aggregate of RMB 237,270.71 million), no transfer is permitted within 36 months from the completion date of this issuance. The transfer of the shares of the listed company acquired by this entity in this transaction between different parties controlled by the same actual controller is not subject to the above restrictions.

2、Within the lock-up period for the aforementioned shares, any additional shares acquired by this entity through this transaction as a result of the listed company issuing bonus shares, distributing red shares, converting capital reserve into share capital, etc. shall also be subject to the above lock-up arrangements.

3、If the information disclosed or provided in this transaction is suspected of containing false records, misleading statements or material omissions, and if judicial authorities file a case for investigation or if the China Securities Regulatory Commission files a case for investigation, before the investigation conclusion is formed, this entity shall not transfer the shares in which it holds rights in the listed company, and within 2 trading days after receiving the notice of filing for investigation, it shall submit to the Board of Directors of the listed company the written application to suspend transfer and the stock account. The Board of Directors shall apply on its behalf to the securities exchange and the securities depository and clearing institution for the lock-up. If the lock-up application is not submitted within 2 trading days, it authorizes the Board of Directors to verify and directly report this entity’s identity information and account information to the securities exchange and the securities depository and clearing institution, and apply for lock-up. If the Board of Directors fails to report this entity’s identity information and account information to the securities exchange and the securities depository and clearing institution, it authorizes the securities exchange and the securities depository and clearing institution to directly lock up the relevant shares. If the investigation conclusion finds that there are illegal or non-compliant circumstances, this entity undertakes that the locked shares will voluntarily be used for the compensation arrangement for relevant investors.

4、If the China Securities Regulatory Commission or the Shanghai Stock Exchange has different opinions or requirements regarding the above lock-up period arrangements, this entity will revise and implement the above lock-up period arrangements in accordance with the opinions or requirements of the China Securities Regulatory Commission or the Shanghai Stock Exchange.”

(II) Chongqing Liangjiang New Area Development & Investment Group Co., Ltd.

Chongqing Liangjiang New Area Development & Investment Group Co., Ltd. has issued the following undertaking:

“1、Within the period following the completion of this issuance in this transaction (i.e., the shares are registered under the name of the subscription party and approved for listing on the Shanghai Stock Exchange), the shares of the listed company acquired by this entity in this transaction may not be transferred within the following time limits: (1) with respect to 23,010,081 shares of the listed company obtained by this entity in this transaction (corresponding to the portion of investment made by this entity in the target company before (including) November 2023, with an aggregate of RMB 143,366.2750 million), no transfer is permitted within 12 months from the completion date of this issuance; (2) with respect to 9,520,249 shares of the listed company obtained by this entity in this transaction (corresponding to the portion of investment made by this entity in the target company on 28 June 2024, with an aggregate of RMB 59,316.7250 million), no transfer is permitted within 36 months from the completion date of this issuance. The transfer of the shares of the listed company acquired by this entity in this transaction between different parties controlled by the same actual controller is not subject to the above restrictions.

2、Within the lock-up period for the aforementioned shares, any additional shares acquired by this entity through this transaction as a result of the listed company issuing bonus shares, distributing red shares, converting capital reserve into share capital, etc. shall also be subject to the above lock-up arrangements.

3、If the information disclosed or provided in this transaction is suspected of containing false records, misleading statements or material omissions, and if judicial authorities file a case for investigation or if the China Securities Regulatory Commission files a case for investigation, before the investigation conclusion is formed, this entity shall not transfer the shares in which it holds rights in the listed company, and within 2 trading days after receiving the notice of filing for investigation, it shall submit to the Board of Directors of the listed company the written application to suspend transfer and the stock account. The Board of Directors shall apply on its behalf to the securities exchange and the securities depository and clearing institution for the lock-up. If the lock-up application is not submitted within 2 trading days, it authorizes the Board of Directors to verify and directly report this entity’s identity information and account information to the securities exchange and the securities depository and clearing institution, and apply for lock-up. If the Board of Directors fails to report this entity’s identity information and account information to the securities exchange and the securities depository and clearing institution, it authorizes the securities exchange and the securities depository and clearing institution to directly lock up the relevant shares. If the investigation conclusion finds that there are illegal or non-compliant circumstances, this entity undertakes that the locked shares will voluntarily be used for the compensation arrangement for relevant investors.

4、If the China Securities Regulatory Commission or the Shanghai Stock Exchange has different opinions or requirements regarding the above lock-up period arrangements, this entity will revise and implement the above lock-up period arrangements in accordance with the opinions or requirements of the China Securities Regulatory Commission or the Shanghai Stock Exchange.”

(III) Chongqing Liangjiang New Area Industrial Development Group Co., Ltd.

Chongqing Liangjiang New Area Industrial Development Group Co., Ltd. has issued the following undertaking:

“1、Within the period following the completion of this issuance in this transaction (i.e., the shares are registered under the name of the subscription party and approved for listing on the Shanghai Stock Exchange), the shares of the listed company acquired by this entity in this transaction may not be transferred within the following time limits: (1) with respect to 9,367,702 shares of the listed company obtained by this entity in this transaction (corresponding to the portion of investment made by this entity in the target company before (including) November 2023, with an aggregate of RMB 58,366.27 million), no transfer is permitted within 12 months from the completion date of this issuance; (2) with respect to 28,560,837 shares of the listed company obtained by this entity in this transaction (corresponding to the portion of investment made by this entity in the target company on 28 June 2024, with an aggregate of RMB 177,950.73 million), no transfer is permitted within 36 months from the completion date of this issuance. The transfer of the shares of the listed company acquired by this entity in this transaction between different parties controlled by the same actual controller is not subject to the above restrictions.

2、Within the lock-up period for the aforementioned shares, any additional shares acquired by this entity through this transaction as a result of the listed company issuing bonus shares, distributing red shares, converting capital reserve into share capital, etc. shall also be subject to the above lock-up arrangements.

3、If the information disclosed or provided in this transaction is suspected of containing false records, misleading statements or material omissions, and if judicial authorities file a case for investigation or if the China Securities Regulatory Commission files a case for investigation, before the investigation conclusion is formed, this entity shall not transfer the shares in which it holds rights in the listed company, and within 2 trading days after receiving the notice of filing for investigation, it shall submit to the Board of Directors of the listed company the written application to suspend transfer and the stock account. The Board of Directors shall apply on its behalf to the securities exchange and the securities depository and clearing institution for the lock-up. If the lock-up application is not submitted within 2 trading days, it authorizes the Board of Directors to verify and directly report this entity’s identity information and account information to the securities exchange and the securities depository and clearing institution, and apply for lock-up. If the Board of Directors fails to report this entity’s identity information and account information to the securities exchange and the securities depository and clearing institution, it authorizes the securities exchange and the securities depository and clearing institution to directly lock up the relevant shares. If the investigation conclusion finds that there are illegal or non-compliant circumstances, this entity undertakes that the locked shares will voluntarily be used for the compensation arrangement for relevant investors.

4、If the China Securities Regulatory Commission or the Shanghai Stock Exchange has different opinions or requirements regarding the above lock-up period arrangements, this entity will revise and implement the above lock-up period arrangements in accordance with the opinions or requirements of the China Securities Regulatory Commission or the Shanghai Stock Exchange.”

IV. Verification opinions of intermediary institutions

After verification, the Company’s independent financial adviser, Citic Guojian Investment Securities Co., Ltd., believes that: The matters regarding the listing and circulation of the restricted shares this time comply with the relevant laws, regulations and normative documents such as the 《Administrative Measures for Major Asset Restructuring of Listed Companies》, 《Shanghai Stock Exchange Stock Listing Rules》, etc. The number of shares to be released from lock-up and the timing for listing and circulation of shares by the shareholders whose lock-up is to be released this time comply with the relevant laws and regulations and the undertakings made by the aforementioned shareholders regarding the restricted shares held by them this time. As of the date of issuance of this verification opinion, the Company’s information disclosure regarding the matters concerning the listing and circulation of the restricted shares is true, accurate and complete. The independent financial adviser has no objection to the matters regarding the listing and circulation of the restricted shares this time.

V. Details of the listing and circulation of the restricted shares this time

(I) The total number of restricted shares for this listing and circulation is 47,421,199 shares.

(II) The date of listing and circulation is 27 March 2026.

(III) Detailed list of restricted shares for listing and circulation:

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Note: (1) Chongqing Yufu High-Quality Industrial Mother Fund Private Equity Investment Fund Management Co., Ltd. – Chongqing Industry Investment Mother Fund Partnership Enterprise (Limited Partnership) is the counterparty, Chongqing Industry Investment Mother Fund Partnership Enterprise (Limited Partnership).

(2) Percentages are retained to two decimal places; the above aggregate difference belongs to the tail rounding difference at the decimal point.

(IV) Table of listing and circulation of restricted shares:

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VI. Table of changes in share capital structure

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Notice is hereby given.

Board of Directors of Sailuis Group Co., Ltd.

21 March 2026

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