Announcement on Completion of Debt-to-Equity Conversion and Capital Increase in Yunnan Tianlu Company by Guocai Company (Wholly-owned Subsidiary of Shenzhen Agricultural Products Group Co., Ltd.) and Acquisition of All Equity Interests Held by Agricultural Development Fund in Yunnan Tianlu Company

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Securities Code: 000061 Stock Abbreviation: Agricultural Products Announcement No.: 2026-012

Shenzhen Agricultural Products Group Co., Ltd. Announcement on the Completion of Capital Increase via Debt-to-Equity Swap and Transfer of All Shares by Wholly Owned Subsidiary Guocai Company to Yunnan Tianlu Company and Investment by Nongfa Fund

Our company and all members of the board of directors guarantee that the information disclosed is true, accurate, and complete, with no false records, misleading statements, or major omissions.

1. Transaction Overview

Shenzhen Agricultural Products Group Co., Ltd. (hereinafter referred to as “the Company”)’s 29th meeting of the 8th Board of Directors approved the proposal to authorize the wholly owned subsidiary Guocai Trading Co., Ltd. (hereinafter “Guocai Company”) to increase capital through debt-to-equity swap and transfer all shares of Yunnan Tianlu Company. The Company agrees to transfer RMB 46.94 million of its debt to Yunnan Tianlu Company via debt-to-equity swap, increasing its registered capital by RMB 46.94 million. Additionally, the Company will acquire a total of RMB 51 million in Yunnan Tianlu Company’s equity from China Nongfa Key Construction Fund Co., Ltd. (hereinafter “Nongfa Fund”) in installments, with a total consideration of RMB 51 million. The Board authorizes management to sign the “Debt and Equity Restructuring Agreement” (hereinafter “the Agreement”), handle the business registration change procedures, and sign related legal documents. (For details on Yunnan Tianlu Company’s basic information, special audit, asset valuation, and signing of the Agreement, please refer to the company’s announcements published on November 9, 2019, in Securities Times, China Securities Journal, Shanghai Securities News, Securities Daily, and Juchao Information Network.)

2. Historical Situation of Debt-to-Equity Swap and Investment by Nongfa Fund

In November 2019, Guocai Company completed the debt-to-equity swap and capital increase for Yunnan Tianlu Company, raising its registered capital to RMB 127.94 million. As of February 13, 2025, Guocai Company had cumulatively transferred RMB 45.5 million of Nongfa Fund’s investment over the years, increasing its actual investment in Yunnan Tianlu to RMB 100.84 million, with a shareholding ratio of 78.82%. (Details of the history of debt-to-equity swap and Nongfa Fund’s investment are available in the company’s announcements published on November 12, 2019; March 18, 2020; March 9, 2021; February 18, 2022; February 16, 2023; and February 13, 2025, in Securities Times, China Securities Journal, Shanghai Securities News, Securities Daily, and Juchao Information Network.)

3. Progress and Completion of the Matter

According to the Agreement, on January 5, 2026, Guocai Company paid RMB 5.5 million for the transfer of Nongfa Fund’s RMB 5.5 million investment; on March 20, 2026, Yunnan Tianlu Company completed the relevant business registration change procedures. The transaction has been fully completed. After the registration change, Yunnan Tianlu Company’s registered capital remains RMB 127.94 million, Guocai Company’s actual investment in Yunnan Tianlu increases to RMB 106.34 million, and its shareholding ratio increases to 83.12%.

This is hereby announced.

Shenzhen Agricultural Products Group Co., Ltd.

Board of Directors

March 24, 2026