China Oil Huibo Pu Technology Co., Ltd. Announcement on the Subsidiary’s Controlling Shareholder Signing the "Supplementary Agreement to the Share Transfer Agreement"

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2026-04-07 22:30:03

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Stock code: 002554 Stock abbreviation: Hui Bo Pu Announcement No.: HBP2026-014

Huayou Huibopou Technology Co., Ltd.

Announcement on the Controlling Shareholder Signing a 《Supplemental Agreement to the 》

This company and all members of the board of directors guarantee that the contents of this announcement are true, accurate, and complete, and that there are no false records, misleading statements, or material omissions.

I. Overview of the Change in Control

On January 14, 2026, the company’s controlling shareholder, Changsha Water Industry Group Co., Ltd. (hereinafter referred to as “Water Industry Group”), and Tianjin Baili Machinery Equipment Group Co., Ltd. (hereinafter referred to as “Baili Equipment Group”) signed the “Share Transfer Agreement” (hereinafter referred to as the “Original Agreement”). The agreement stipulates that Water Industry Group will transfer 341,432,339 shares it holds in the company (representing 25.60% of the company’s total share capital) to Baili Equipment Group. After the transaction is ultimately completed, Water Industry Group will hold 65,627,384 shares of the company, representing 4.92% of the company’s total share capital. Baili Equipment Group will directly hold 341,432,339 shares of the company, representing 25.60% of the company’s total share capital, thereby becoming the company’s controlling shareholder. The Tianjin Municipal People’s Government State-owned Assets Supervision and Administration Commission will become the company’s actual controller. For details, please refer to the “Announcement on the Controlling Shareholder Signing the Share Transfer Agreement and the Prompt Announcement on the Proposed Change in Control” (Announcement No.: HBP2026-005) disclosed by the company on January 15, 2026 on the Juchao Information Network (www.cninfo.com.cn).

On March 3, 2026, the company received a notice from Water Industry Group that the Changsha State-owned Assets Supervision and Administration Commission has issued the “Reply on Approving Changsha Water Industry Group Co., Ltd. to Transfer the Control of Huayou Huibopou Technology Co., Ltd. to Tianjin Baili Machinery Equipment Group Co., Ltd.” which approves Water Industry Group to transfer the Huibopou shares (341,432,339 shares, corresponding to a 25.60% shareholding proportion) and control to Baili Equipment Group by means of non-public agreement transfer. At the same time, the company also received a notice from Baili Equipment Group that the Tianjin Municipal State-owned Assets Supervision and Administration Commission has issued the “Reply of the Municipal State-owned Assets Supervision and Administration Commission on Certain Matters Concerning Baili Group’s Non-public Agreement Acquisition of Huibopou’s 25.60% Shares,” which approves Baili Equipment Group’s non-public agreement acquisition of the Huibopou shares held by Water Industry Group, being 341,432,339 shares (shareholding proportion of 25.60%). For details, please refer to the “Progress Announcement on Matters Concerning the Planning of a Control Change by the Controlling Shareholder” (Announcement No.: HBP2026-011) disclosed by the company on March 4, 2026 on the Juchao Information Network (www.cninfo.com.cn).

II. Basic Information of the 《Supplemental Agreement to the 》

Pursuant to relevant regulations such as the “Administrative Measures for the Supervision of State-owned Equity of Listed Companies,” and in accordance with the guidance requirements of the Shenzhen Stock Exchange that all proof of payment of the transfer price must be provided prior to applying for compliance confirmation, as the controlling shareholder of the company as Party A is Water Industry Group, and as the counterparty is Baili Equipment Group as Party B, after friendly consultation, the parties have amended the payment arrangement of the share transfer price under the Original Agreement. On April 2, 2026, the parties signed the “Supplemental Agreement to the ,” and the main contents are as follows:

Article 1: Amendment to Contract Terms

Amend the “2.2 Payment Time and Method” clause of the Original Agreement as follows:

(2) Within 3 business days after this Agreement becomes effective, Party B shall pay the second installment to the escrow account, i.e., RMB 587,263,623.08 (in words: Five hundred and eighty-eight million two hundred and sixty-three thousand six hundred and twenty-three yuan and eight fen), accounting for 50% of the total share transfer consideration. After Party B has completed payment of the first and second installments, Party A shall cooperate with Party B to submit the compliance confirmation application for the agreement transfer to the SZSE.

(3) Within 3 business days from the date on which the Shenzhen Stock Exchange issues the 《SZSE Confirmation Letter on Agreement Transfer of Shares of Listed Companies》 (the 《Shares Agreement Transfer Confirmation Letter》) for this transaction, Party B shall pay the third installment to the escrow account, i.e., RMB 234,905,449.23 (in words: Two hundred and thirty-four million nine hundred and five thousand four hundred and forty-nine yuan and twenty-three fen), accounting for 20% of the total share transfer consideration. After Party B pays this installment, Party A shall cooperate with Party B to handle the transfer registration procedures for the subject shares.

Change to the following terms:

(2) The second installment of RMB 587,263,623.08 (in words: Five hundred and eighty-eight million two hundred and sixty-three thousand six hundred and twenty-three yuan and eight fen) and the third installment of RMB 234,905,449.23 (in words: Two hundred and thirty-four million nine hundred and five thousand four hundred and forty-nine yuan and twenty-three fen) as stipulated in the Original Agreement, in total RMB 822,169,072.31 (in words: Eight hundred and twenty-two million one hundred and sixty-nine thousand seventy-two yuan and thirty-one fen), accounting for 70% of the total share transfer consideration. Party B shall, within 3 business days after the Original Agreement becomes effective, pay the full amount in a single lump sum to the escrow account. Within 3 business days after Party B has made this payment, Party A shall cooperate with Party B to submit the compliance confirmation application for the agreement transfer to the SZSE.

(3) Within 3 business days from the date on which the SZSE issues the 《SZSE Confirmation Letter on Agreement Transfer of Shares of Listed Companies》 (the 《Shares Agreement Transfer Confirmation Letter》) for this transaction, Party A shall cooperate with Party B to handle the transfer registration procedures for the subject shares.

Article 2: Other Undertakings

2.1 Except for the clauses explicitly modified by this Supplemental Agreement, all other clauses of the Original Agreement (including, but not limited to, the co-management mechanism of the escrow account, delivery closing conditions, representations and warranties, liability for breach, dispute resolution, etc.) remain unchanged and continue to be effective. If there is any inconsistency between the clauses of the Original Agreement and this Supplemental Agreement, this Supplemental Agreement shall prevail.

2.2 Both parties confirm that this Supplemental Agreement supplements and amends the Original Agreement, and shall have the same legal effect as the Original Agreement.

2.3 This Supplemental Agreement shall become effective as of the date on which the authorized representatives of both parties sign and the company seal is affixed. This Supplemental Agreement is executed in ten originals, with each party holding two originals. One original shall be kept by the listed company, and the other originals shall be used to办理 procedures such as the application for transfer of the subject shares; each original has the same legal effect.

III. Other Matters

For this agreement transfer, it is still required to be subject to an operating-entity concentration review conducted by the anti-monopoly review agency of the State Administration for Market Regulation, the compliance confirmation by the Shenzhen Stock Exchange, and the application to the Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. to handle the registration for the transfer of shares. There is still uncertainty as to whether this matter will ultimately be implemented and the outcome of implementation.

The company will continue to monitor the subsequent progress of this transaction, and will strictly comply with the relevant laws and regulations for timely fulfillment of its information disclosure obligations. Investors are kindly requested to make prudent decisions and to be aware of investment risks.

Hereby announced.

Huayou Huibopou Technology Co., Ltd.

Board of Directors

April 3, 2026

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