Dongpeng Beverage (Group) Co., Ltd. Announcement on Resolutions of the 24th Meeting of the Third Board of Directors

2026-04-07 20:32:40

Security Code: 605499 Stock Short Name: Dongpeng Beverages Announcement No.: 2026-038

Dongpeng Beverages (Group) Co., Ltd.

Resolution Announcement of the 24th Meeting of the Third Session of the Board of Directors

This company’s board of directors and all directors warrant that the contents of this announcement do not contain any false records, misleading statements, or material omissions, and assume legal responsibility for the authenticity, accuracy, and completeness of the contents of this announcement.

I. Convening of the Board of Directors Meeting

The 24th meeting of the third session of the board of directors of Dongpeng Beverages (Group) Co., Ltd. (hereinafter referred to as “the Company”) was held on April 1, 2026 (Wednesday) at the Company’s second-floor VIP meeting room in a hybrid manner combining onsite and communications. Due to time constraints, this meeting’s notice was delivered to all directors by email, telephone, oral methods, etc., with a waiver of the time requirement. The convener made the relevant explanations at the meeting. This meeting shall have 10 directors in attendance, and 10 directors were actually present.

The meeting was chaired by the Chairman, Lin Muqin. The Company’s secretary to the board of directors and senior management attended the meeting. The convening of the meeting complies with relevant laws, regulations, rules, and the provisions of the Company’s Articles of Association.

II. Results of Deliberation at the Board of Directors Meeting

(I) Deliberation and approval of the “Proposal on the Share Repurchase Plan by Centralized Bidding”

For details, please refer to the Shanghai Stock Exchange website (

Voting result: 10 votes in favor, 0 votes against, 0 votes abstained.

This proposal is still required to be submitted to the Company’s 2025 annual general meeting of shareholders for deliberation.

Notice is hereby given.

Dongpeng Beverages (Group) Co., Ltd.

Board of Directors

April 2, 2026

Security Code: 605499 Stock Short Name: Dongpeng Beverages Announcement No.: 2026-039

Dongpeng Beverages (Group) Co., Ltd.

Announcement on the Share Repurchase Plan by Centralized Bidding Transaction

This company’s board of directors and all directors warrant that the contents of this announcement do not contain any false records, misleading statements, or material omissions, and assume legal responsibility in accordance with the law for the authenticity, accuracy, and completeness of the contents of this announcement.

Key Information for Consideration:

● Amount of repurchased shares: not less than RMB 1.0 billion (inclusive) and not more than RMB 2.0 billion (excluding). Among them, it is proposed to use RMB 0.9 billion to RMB 1.8 billion to repurchase the corresponding shares (approximately 3.63M shares to 7.2581 million shares, accounting for not less than 90% of the total number of shares to be repurchased), to reduce registered capital; the remaining RMB 0.1 billion to RMB 0.2 billion to repurchase the corresponding shares (approximately 0.4032 million shares to 0.8065 million shares, accounting for not more than 10% of the total number of shares to be repurchased) is proposed to be used for the employee stock ownership plan and/or equity incentive. The specific amount of repurchase will be determined based on the actual total funds used when the repurchase period expires.

● Source of funds for share repurchase: the Company’s own funds.

● Purpose of the repurchased shares: Dongpeng Beverages (Group) Co., Ltd. (hereinafter referred to as “the Company”) intends to use its own funds to repurchase the Company’s A shares by centralized bidding transactions. The repurchased shares in this repurchase will be used for cancellation to reduce registered capital and to implement an equity incentive plan and/or an employee stock ownership plan. Among them, no less than 90% of the repurchased shares will be used for cancellation to reduce registered capital. For the portion of shares intended to be implemented under an equity incentive plan and/or employee stock ownership plan, if the Company fails to use the repurchased shares completely within 36 months after completion of the share repurchase, the repurchased shares that have not been used will be cancelled; the specific implementation will be carried out in accordance with relevant laws, regulations, and policy provisions.

● Repurchase price of shares: no more than RMB 248 per share (not exceeding 150% of the average trading price of the Company’s shares over the 30 trading days prior to the date the board of directors approves the repurchase share resolution)

● Method of repurchase: centralized bidding transactions

● Repurchase period: within 12 months from the date the general meeting of shareholders approves the repurchase plan.

● Whether the relevant shareholders have a share reduction plan: No

● Risk warnings:

This repurchase share plan needs to be approved by the Company’s general meeting of shareholders by a special resolution, and there may be a risk that it is not approved;
There may be risks that, due to the stock price continuing to exceed the upper limit of the repurchase price, the repurchase plan cannot be implemented or can only be partially implemented;
Among the shares to be repurchased, no less than 90% of the shares will be used for cancellation to reduce registered capital. There may be risks that the Company’s creditors require the Company to repay debts in advance or provide corresponding guarantees. There are risks that, due to failing to promptly launch an A-share employee stock ownership plan or equity incentive plan, or due to A-share employee stock ownership plan or equity incentive participants waiving subscription or for other reasons, the repurchased A-share stock will not be fully granted within 36 months after the completion of the repurchase.
If there is any major change in the Company’s production and operations, financial position, or external objective conditions, there may be risks that this repurchase plan cannot be implemented smoothly or that the plan is changed or terminated in accordance with rules;
If regulatory authorities issue new normative documents related to share repurchases by listed companies, there may be risks that corresponding clauses need to be adjusted during the implementation of this repurchase in accordance with the new regulatory requirements.

I. Deliberation and implementation procedures for the repurchase plan

(I) Share repurchase plan proposal and board of directors’ deliberation

On April 1, 2026, the Company convened the 24th meeting of the third session of the board of directors and deliberated and approved the “Proposal on the Share Repurchase Plan by Centralized Bidding Transaction.”

(II) Submission of the repurchase plan to the general meeting of shareholders for deliberation

This repurchase involves the cancellation of some shares and the reduction of the Company’s registered capital. Pursuant to relevant laws, regulations, and the Company’s Articles of Association, this share repurchase plan still needs to be submitted to the general meeting of shareholders for deliberation. The Company will notify creditors in accordance with relevant regulations to fully safeguard the legitimate rights and interests of creditors.

II. Main contents of the repurchase proposal

The main contents of this repurchase proposal are as follows:

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(I) Purpose of the repurchased shares

Based on confidence in the Company’s future development prospects and a high level of recognition of the Company’s value, and in combination with factors such as the Company’s operating situation, the development prospects of its principal business, its financial condition, and its future profitability capacity, it is proposed to repurchase the Company’s A shares. Among the shares to be repurchased, no less than 90% of the shares will be used for cancellation to reduce registered capital. The remaining portion is proposed to be legally cancelled to reduce registered capital and to be continuously used to implement the Company’s equity incentive plan and/or employee stock ownership plan, in order to enhance investors’ confidence, improve shareholder returns, optimize the Company’s governance structure, build a long-term incentive and constraint mechanism for a management team with share ownership, and ensure the realization of the Company’s long-term operating objectives.

(II) Types of shares to be repurchased

The RMB-denominated ordinary shares A shares issued by the Company.

(III) Method of share repurchase

The Company’s share repurchases will be carried out by repurchasing the Company’s A shares through the trading system of the Shanghai Stock Exchange by centralized bidding transactions.

(IV) Implementation period of the repurchase

The implementation period of this repurchase is within 12 months from the date the general meeting of shareholders approves the repurchase plan. During the implementation of the repurchase, if the Company’s stock is consecutively suspended for more than 10 trading days due to planning major matters, the repurchase plan will be carried out after the resumption of trading of the stock and disclosed in a timely manner.

If any of the following conditions is met, the repurchase period will end early, and the repurchase plan will be deemed fully implemented:

(1) If, within the repurchase period, the amount of repurchase funds used reaches the maximum limit, the repurchase plan will be deemed completed, and the repurchase period will end early from the date on which such condition is met;

(2) If, due to reasons such as a major change in the Company’s production and operations, financial position, or external objective conditions, it is indeed necessary to change or terminate the repurchase plan, then the repurchase period will end early from the date on which the Company’s general meeting of shareholders resolves to terminate this repurchase plan.

Within the repurchase period, the Company will, pursuant to the authorization by the general meeting of shareholders, make and implement repurchase decisions in a timely manner based on market conditions, and will follow the relevant laws, administrative regulations, and the related rules of the securities exchange where the Company’s stock is listed for implementation.

The Company may not repurchase shares during the following periods:

(1) From the day on which major matters that may have a material impact on the trading prices of the Company’s securities and their derivative instruments occur, or during the decision-making process until the date on which such matters are required to be disclosed by law;

(2) Other circumstances as stipulated by the CSRC and the securities exchange where the Company’s stock is listed.

(V) Purpose, number of shares, proportion of the total share capital of the Company, and total amount of funds

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Note: The proposed number of shares to be repurchased and the proportion of the Company’s total share capital shown in the above table are calculated based on the upper and lower limits of the total repurchase funds and the upper limit of the repurchase price. Any discrepancy in the total figures is due to rounding. The specific total repurchase funds, number of shares, and proportion of the Company’s total share capital will be based on the actual number of shares repurchased upon completion of the repurchase or when the repurchase implementation period expires.

(VI) Repurchase price or price range, and pricing principles

The repurchase price in this repurchase will not exceed RMB 248 per share, and will not exceed 150% of the average trading price of the Company’s shares over the 30 trading days prior to the board of directors’ approval of the repurchase share resolution.

If, within the repurchase period, the Company implements rights issues that capitalize capital reserves, distributes stock dividends, cash dividends, or other ex-rights/ex-dividend matters, then from the ex-rights and ex-dividend date(s), the Company will adjust the repurchase price of the repurchased shares in accordance with relevant provisions of the CSRC and the Shanghai Stock Exchange.

(VII) Source of repurchase funds

The source of funds for this share repurchase is the Company’s own funds.

(VIII) Expected changes in the Company’s equity structure after the repurchase

Based on the Company’s current total share capital, if the total repurchase funds are not less than RMB 1.0 billion (inclusive) and not more than RMB 2.0 billion (excluding), and the upper limit repurchase price is RMB 248 per share, then assuming that the portion of the repurchased shares will be used for the A-share employee stock ownership plan and/or equity incentive plan and will be fully locked up, and calculated based on the Company’s share capital structure as of the disclosure date of this announcement, it is expected that the Company’s equity structure will change as follows:

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Note: Any discrepancy in the total figures in the table is due to rounding. The above changes do not yet consider the impact of other factors. The specific number of shares repurchased will be based on the actual number of shares repurchased when the repurchase period expires.

(IX) Analysis of potential impacts of this share repurchase on the Company’s daily operations, financials, R&D, profitability, debt performance capability, future development, and maintenance of its listing status

As of December 31, 2025 (audited), the Company’s total assets were RMB 26.72B, owners’ equity attributable to shareholders of listed companies was RMB 9.42B, total liabilities were RMB 17.3B, and the balance of monetary funds was RMB 5.68 billion. In 2025, the Company achieved operating revenue of RMB 20.88B. The upper limit amount of the repurchase, RMB 2.0 billion (excluding), accounts for 7.48% of the Company’s total assets and 21.23% of owners’ equity attributable to shareholders of listed companies. The Company’s financial condition is sound, and it has sufficient own funds to pay for the share repurchase. The Company’s management believes that this repurchase will not have any material adverse impact on the Company’s operations, profitability, financial condition, R&D, debt performance capability, or future development. After completion of this repurchase, it will not lead to any change in the Company’s controlling right and will not change the Company’s listing status; the distribution of shares meets the requirements for listed companies.

All directors commit that in this share repurchase matter they will act honestly and in good faith, be diligent and conscientious, safeguard the Company’s interests and the legitimate rights and interests of shareholders. This share repurchase will not damage the listed company’s debt performance capability and continuous operating capability.

(X) Statements on whether, within the 6 months prior to the board of directors’ approval of the repurchase share resolution, the directors, senior management, controlling shareholders, actual controllers, and the repurchase proposer have traded the Company’s shares, whether there is any conflict of interest with this repurchase plan, whether there is any insider trading or market manipulation, and whether they have any plan to increase or reduce holdings during the repurchase period

After verification, the Company’s directors, senior management, controlling shareholders, and actual controllers have not traded the Company’s shares within the 6 months prior to the board of directors’ approval of the repurchase share resolution. They have no conflict of interest with this repurchase plan and have not engaged in insider trading or market manipulation. At present, there is no plan to increase or reduce holdings during the repurchase period.

(XI) Statements on whether, inquires have been made by the listed company to the directors, senior management, controlling shareholders, actual controllers, repurchase proposers, and shareholders holding 5% or more of shares regarding whether there are specific plans for reducing holdings in the next 3 months, next 6 months, etc., whether there is insider trading and market manipulation, and whether there are plans to increase or reduce holdings during the repurchase period

After verification, the Company’s directors, senior management, controlling shareholders, actual controllers, and shareholders holding 5% or more of shares have no plans to reduce the Company’s shares in the next 3 months or next 6 months.

(XII) Related arrangements for legally canceling or transferring shares after the repurchase

(XIII) Related arrangements for the Company to prevent infringement upon the interests of creditors

The shares repurchased in this repurchase will be used for cancellation to reduce registered capital and for implementing the equity incentive plan and/or the employee stock ownership plan. Among them, no less than 90% of the repurchased shares will be used for cancellation to reduce registered capital, and this will not damage the Company’s debt performance capability and continuous operating capability. The Company will, in accordance with the requirements of laws and regulations such as the Company Law and the Company’s Articles of Association, after the general meeting of shareholders makes a resolution to cancel the repurchased shares, fulfill legal procedures and disclosure obligations such as notifying creditors regarding the reduction of the Company’s registered capital and making information disclosures, to fully safeguard the legitimate rights and interests of creditors.

(XIV) Specific authorization for handling matters related to this share repurchase

In order to orderly and efficiently coordinate the specific matters during the share repurchase process, within the scope permitted by relevant laws, regulations, and normative documents, it is proposed that the general meeting of shareholders authorize the board of directors and the persons authorized by the board of directors to specifically handle the relevant matters of this repurchase. The authorization content and scope include, but are not limited to:

Within the repurchase period, repurchase A shares at an opportune time, including but not limited to deciding the specific time, price, and number of shares to be repurchased;
In accordance with relevant provisions of applicable laws, regulations, normative documents, etc., handle relevant approval matters, including but not limited to authorizing, signing, executing, modifying, completing, and doing all necessary documents, contracts, agreements, etc. related to this repurchase;
If regulatory authorities change the policies on share repurchases or if market conditions change, unless the matters involved are required by the Company Law, regulations, and the Company’s Articles of Association to be re-voted by the general meeting of shareholders, authorize the board of directors and the persons authorized by the board of directors to make corresponding adjustments to the specific plan and related matters of this repurchase;
Based on the actual repurchase situation, after the implementation of the repurchase is completed, cancel the repurchased A shares. In accordance with the Company Law, after the general meeting of shareholders makes a resolution to cancel the repurchased shares, handle matters related to notifying creditors and issuing announcements regarding the reduction of the Company’s registered capital. Modify the Company’s Articles of Association and other materials and documents that may be involved in changes, and handle matters such as revising the Company’s Articles of Association and changing registered capital;
Except for matters that are required by laws, regulations, and the Company’s Articles of Association to be re-voted by the general meeting of shareholders, authorize the board of directors to determine, based on the Company’s actual circumstances, stock price performance, and other comprehensive factors, whether to continue implementing or terminate the implementation of the A-share repurchase plan;
Authorize the board of directors and the persons authorized by the board of directors to notify creditors, communicate with creditors, and agree on the disposal measures for debts;
Pursuant to applicable laws, regulations, and the relevant provisions of regulatory authorities, handle other matters that are not listed above but are necessary for this repurchase.

The above authorization begins on the date when the Company’s general meeting of shareholders approves this repurchase plan and will remain effective until the date when the above authorization matters are completed. Among the above authorization matters, except for Item 5 authorization and other matters that laws and regulations, this repurchase share plan, or the Company’s Articles of Association explicitly stipulate require a resolution by the board of directors, the other matters shall be handled specifically by the chairman of the board of directors within the above authorization scope and validity period.

III. Uncertainty and risk of the repurchase proposal

This repurchase share plan needs to be approved by the Company’s general meeting of shareholders by a special resolution, and there may be a risk that it is not approved;
The repurchase may involve risks that, due to the stock price continuing to exceed the upper limit of the repurchase price, the repurchase plan cannot be implemented or can only be partially implemented;
Among the shares to be repurchased, no less than 90% of the shares will be used for cancellation and reduction of registered capital. There may be risks that the Company’s creditors request the Company to repay debts in advance or provide corresponding guarantees. This repurchase matter has risks that, due to failing to promptly launch an A-share employee stock ownership plan or equity incentive plan, or because the A-share employee stock ownership plan or equity incentive participants waive subscription or due to other reasons, the repurchased A-share stock cannot be fully granted within 36 months after the repurchase is completed.
If there is any major change in the Company’s production and operations, financial condition, or external objective conditions, there may be risks that this repurchase plan cannot be implemented smoothly or that it is changed or terminated in accordance with rules;
If regulatory authorities issue new normative documents related to share repurchases by listed companies, there may be risks that would lead to adjustments to corresponding clauses during the implementation of this repurchase in accordance with the new regulatory requirements.

During the implementation of the repurchase of shares, the Company will promptly fulfill its information disclosure obligations based on the progress of the share repurchase matter. If the Company’s repurchase plan cannot be implemented as planned due to the above risks, the Company will in accordance with laws and regulations and the Company’s Articles of Association fulfill the corresponding review and information disclosure procedures. The Company may revise the repurchase plan or terminate it in a timely manner based on the situation. We encourage广大 investors to invest rationally and pay attention to investment risks.

Notice is hereby given.

Dongpeng Beverages (Group) Co., Ltd. Board of Directors

April 2, 2026

Security Code: 605499 Stock Short Name: Dongpeng Beverages Announcement No.: 2026-040

Dongpeng Beverages (Group) Co., Ltd.

Announcement on the Shareholding Situation of the Top 10 Shareholders and the Top 10 Shareholders with No Restrictions on Selling of Shares Before the Share Repurchase Matters

The 24th meeting of the third session of the board of directors of the Company deliberated and approved the “Proposal on the Share Repurchase Plan by Centralized Bidding Transaction.” For details, please refer to the announcement disclosed on April 2, 2026 on the Shanghai Stock Exchange website (www.sse.com.cn), titled “Announcement on the Share Repurchase Plan by Centralized Bidding Transaction” (Announcement No.: 2026-039).

Pursuant to relevant provisions such as the “Rules for Share Repurchases by Listed Companies” and the “Shanghai Stock Exchange Listing Rules for Self-Regulatory Supervision No. 7—Share Repurchases by Listed Companies,” the Company hereby announces the names, number of shares held, and shareholding proportions of the top 10 shareholders and the top 10 shareholders with no restrictions on selling registered as of the trading day immediately prior to the board of directors’ announcement of the share repurchase resolution as follows:

I. Shareholding situation of the Company’s top 10 shareholders

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Note 1: The H shares held by HKSCC Nominees Limited represent the holdings of multiple beneficial owners.

II. Shareholding situation of the Company’s top 10 shareholders with no restrictions on selling shares

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Note 1: The H shares held by HKSCC Nominees Limited represent the holdings of multiple beneficial owners.

Notice is hereby given.

Dongpeng Beverages (Group) Co., Ltd.

Board of Directors

April 2, 2026

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