Hong Kong – 14 October 2026 – ZT HN GROUP (Zhongtian Construction (Hunan) Group Ltd.) has signed supplemental agreements with four connected parties—Hengji Real Estate, Wuguang Investment, Hangxiao Technology and Fangge Intelligence—to revise the annual caps governing its continuing connected transactions for the period from the forthcoming EGM approval date to 31 December 2028. The adjustments cover two sets of framework agreements: Construction Services and Procurement.
Construction Services Framework • Revised caps (RMB): 2026 – 15.25 million; 2027 – 102.15 million; 2028 – 93.10 million. • Original caps (RMB): 2026 – 115 million; 2027 – 95 million; 2028 – 92 million. The sharp 2026 reduction (-87% versus the original plan) reflects project suspensions in 2024–2025, delayed shareholder approval and only 2.5 months remaining to execute 2026 transactions. For 2027–2028 the caps edge higher, primarily driven by an estimated RMB243 million of work on Wuguang Investment’s Zhongtian Lutai (ZL) Zone 2 Phase I and Phase II projects, to be recognised progressively through mid-2029.
Procurement Framework • Revised caps (RMB): 2026 – 13.20 million; 2027 – 25.60 million; 2028 – 13.80 million. • Original caps (RMB): 2026 – 33 million; 2027 – 22 million; 2028 – 13 million. Key drivers include two existing supply contracts for the ZL Zone 2 Phase I project (remaining value: RMB34 million) and four additional steel-structure and intelligent-system contracts with Hangxiao Technology and Fangge Intelligence scheduled to complete between 2026 and 2028.
Aggregate Impact Combining both frameworks, total caps now stand at RMB28.45 million for 2026 (-81% vs. original), RMB127.75 million for 2027 (+9%), and RMB106.90 million for 2028 (+2%).
Rationale Management cites suspended real-estate projects, the need for conservative planning ahead of Independent Shareholder approval, compressed execution time in 2026, updated construction timetables and prevailing market conditions in the PRC property sector.
Regulatory and Governance Measures Because the revised caps exceed the 5% ratios under Chapter 14A of the Hong Kong Listing Rules, the transactions require reporting, announcement, annual review and Independent Shareholder approval. Executive directors Mr Yang Zhongjie, Mr Chen Weiwu and Mr Liu Xiaohong, together with Mr Min Shixiong, will abstain from voting due to interests in Zhongtian Holdings and/or Fangge Intelligence. An Independent Board Committee has been formed, and Red Sun Capital Limited is appointed as Independent Financial Adviser.
Next Steps A circular detailing the supplemental agreements, revised caps and advisory opinions will be dispatched on or before 30 October 2026. An Extraordinary General Meeting will be convened thereafter for Independent Shareholders to vote on the proposals.
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