Pagoda GP (02411) diluted its equity stake in Bai Guoyuan Commercial Management to 51.02%. The core management team increased its investment to expand into new business areas.

PAGODA GP (02411) announced that on February 2, 2026, the company entered into a capital increase agreement, under which Mr. Tian Xiqiu and Mr. Lai Xianyang agreed to each subscribe for shares at a price of RMB 1.0 per share, contributing RMB 660,000 and RMB 300,000 in cash to the registered capital of Baiguoyuan Business Management, respectively. After the capital injection is completed, Mr. Tian Xiqiu and Mr. Lai Xianyang will hold approximately 33.67% and 15.31% equity interests in Baiguoyuan Business Management, respectively. The company's shareholding in Baiguoyuan Business Management will be diluted from 100% to 51.02%, and Baiguoyuan Business Management will continue to be a subsidiary of the company, with its financial performance continuing to be consolidated into the company's financial statements. On the same day, the company (as lender) entered into (i) Supplemental Agreement I with Baiguoyuan Business Management (as borrower on behalf of itself and its subsidiaries), pursuant to which the parties agreed that the principal amount of RMB 180 million under Loan Agreement I will be converted into an interest-bearing loan with a term from the effective date of Supplemental Agreement I to March 31, 2029, based on an annual interest rate equal to the one-year Loan Prime Rate (LPR) of 3.0% announced by the People's Bank of China on January 20, 2026 plus 20 basis points, and (ii) Loan Agreement II, under which the company conditionally agreed to provide a loan of up to RMB 70 million to Baiguoyuan Business Management, with a term from the effective date of Loan Agreement II to March 31, 2029, based on an annual interest rate equal to the one-year LPR of 3.0% announced by the People's Bank of China on January 20, 2026 plus 20 basis points from the relevant withdrawal date of each loan. In the process of implementing new business plans and expanding new business segments, the company realized that Baiguoyuan Business Management needs additional resources to continue its business activities, including high-quality suppliers, franchisees, professional managers, and capital. After careful consideration and combining their personal wishes, the company noted that (i) Executive Director Mr. Tian Xiqiu has rich resources in snack supply chains, suppliers, and franchise networks, and has extensive experience in establishing and optimizing supply chain systems to ensure the stability and cost-effectiveness of new businesses, providing strong support for the future development of Baiguoyuan Business Management; and (ii) Deputy General Manager and Chief Financial Officer Mr. Lai Xianyang has accumulated rich investor resources and management experience from his past work experience. Director Mr. Tian Xiqiu of Baiguoyuan Business Management expressed his willingness to supervise the development of the group's fruit and snack business and the operation of Baiguoyuan Business Management. Mr. Lai Xianyang also expressed his willingness to oversee the group's snack business, especially in market expansion, supply chain optimization, and operations management, as well as overall development of Baiguoyuan Business Management. To promote the development of the group's new business segment and integrate it closely with the resources possessed by the management team responsible for Baiguoyuan Business Management, the company agreed for Mr. Tian Xiqiu and Mr. Lai Xianyang to make additional investments and become shareholders in Baiguoyuan Business Management as investors, so as to jointly bear the risks and share the rewards brought by the group's new business segment.