Guangdong Fangyuan New Materials Group Co., Ltd. Convertible Bond Conversion Results and Share Change Announcement

Security Code: 688148 Stock Short Name: Fangyuan Shares Announcement No. 2026-016

Bond Code: 118020 Bond Short Name: Fangyuan Convertible Bonds

Guangdong Fangyuan New Materials Group Co., Ltd.

Announcement on the Results of the Conversion of Convertible Bonds into Shares and Changes in Share Capital

The board of directors of the Company and all directors hereby guarantee that this announcement contains no false records, misleading statements, or material omissions, and shall assume legal responsibility for the truthfulness, accuracy, and completeness of the contents of this announcement.

Key Information Highlights:

● Cumulative conversion status: Guangdong Fangyuan New Materials Group Co., Ltd. (hereinafter referred to as the “Company”) began converting the convertible bonds “Fangyuan Convertible Bonds” issued to unspecified parties on March 29, 2023. As of March 31, 2026, a total of RMB 32.60 hundred-thousand yuan of “Fangyuan Convertible Bonds” have been converted into the Company’s shares, with a conversion quantity of 17,492 shares, accounting for 0.00342% of the total number of shares issued by the Company prior to the conversion of “Fangyuan Convertible Bonds.”

● Unconverted convertible bonds: As of March 31, 2026, the amount of convertible bonds “Fangyuan Convertible Bonds” that have not yet been converted is RMB 64,167.40 hundred-thousand yuan, accounting for 99.94922% of the total issue size of “Fangyuan Convertible Bonds.”

● Conversion during this quarter: From January 1, 2026 to March 31, 2026, “Fangyuan Convertible Bonds” had RMB 10,000 converted into the Company’s shares, with a conversion quantity of 536 shares. The source of conversion was shares from the Company’s share repurchase dedicated securities account.

I. Basic Information of Convertible Corporate Bonds

(1) Issuance and Listing

With approval from the China Securities Regulatory Commission in its “Reply on Approving the Registration of Guangdong Fangyuan New Materials Group Co., Ltd. to Issue Convertible Corporate Bonds to Unspecified Parties” (CSRC License No. [2022] 1685), the Company was registered to issue to unspecified parties on September 23, 2022 a total of 6,420,000 convertible corporate bond units. Each unit had a par value of RMB 100, for total raised proceeds of RMB 326k. The term of the convertible corporate bonds issued in this instance shall be six years from the issuance date, i.e., from September 23, 2022 to September 22, 2028.

With approval from the Shanghai Stock Exchange’s self-regulatory decision letter No. [2022] 301, the Company’s RMB 641.67M convertible corporate bonds began trading on the Shanghai Stock Exchange from November 7, 2022. The bond abbreviation is “Fangyuan Convertible Bonds,” and the bond code is “118020.”

Pursuant to relevant laws and regulations and the terms of the “Securities Offering Memorandum for the Convertible Corporate Bonds Issued to Unspecified Parties by Guangdong Fangyuan New Materials Group Co., Ltd.” (hereinafter referred to as the “Offering Memorandum”), the conversion period of “Fangyuan Convertible Bonds” is from March 29, 2023 to September 22, 2028, with conversion being postponed to the first trading day after statutory holidays or rest days (no interest will be separately accrued for the extended period). The initial conversion price is RMB 18.62 per share.

(2) Adjustments to the Conversion Price

1. In view of the termination of the Company’s 2021 restricted stock incentive plan and the resignation of certain incentive recipients, the Company completed the repurchase and cancellation of 1,433,000 shares of first-class restricted stock held by 106 incentive recipients that had been granted but had not yet been解除限售 on October 27, 2023. Effective from October 30, 2023, the conversion price of “Fangyuan Convertible Bonds” was adjusted from RMB 18.62 per share to RMB 18.63 per share. For details, please refer to the Company’s announcement published on the Shanghai Stock Exchange website (www.sse.com.cn) on October 27, 2023: “Announcement on the Adjustment of the Conversion Price of ‘Fangyuan Convertible Bonds’ and the Suspension of Conversion” (Announcement No. 2023-085).

2. From December 12, 2025 to January 5, 2026, due to the triggering of the downward conversion price adjustment clause of “Fangyuan Convertible Bonds,” pursuant to the relevant provisions of the Offering Memorandum and the authorization from the Company’s first extraordinary general meeting in 2026, the Company convened the ninth meeting of the fourth session of the board of directors on January 21, 2026. The proposal titled “Proposal on Downward Adjustment of the Conversion Price of ‘Fangyuan Convertible Bonds’” was deliberated and approved. It was agreed that the conversion price of “Fangyuan Convertible Bonds” be adjusted downward from RMB 18.63 per share to RMB 14.00 per share. The adjusted conversion price became effective from January 23, 2026. For details, please refer to the Company’s announcement published on the Shanghai Stock Exchange website (www.sse.com.cn) on January 22, 2026: “Announcement on the Downward Adjustment of the Conversion Price of ‘Fangyuan Convertible Bonds’ and the Suspension of Conversion” (Announcement No. 2026-008).

II. Conversion of the Convertible Bonds This Time

The conversion period of “Fangyuan Convertible Bonds” is from March 29, 2023 to September 22, 2028 (if statutory holidays or rest days occur, the conversion is extended to the first trading day thereafter; interest on the amounts for the extended period will not be separately accrued).

From January 1, 2026 to March 31, 2026, “Fangyuan Convertible Bonds” had a total of RMB 10,000 converted into the Company’s shares, with a conversion quantity of 536 shares. The source of conversion was shares from the Company’s share repurchase dedicated securities account.

As of March 31, 2026, a total of RMB 32.60 hundred-thousand yuan of “Fangyuan Convertible Bonds” have been converted into the Company’s shares, with a conversion quantity of 17,492 shares, accounting for 0.00342% of the total number of shares issued by the Company prior to the conversion of “Fangyuan Convertible Bonds.”

As of March 31, 2026, the amount of convertible bonds of “Fangyuan Convertible Bonds” that have not yet been converted is RMB 64,167.40 hundred-thousand yuan, accounting for 99.94922% of the total issue size of “Fangyuan Convertible Bonds.”

III. Changes in Share Capital

Unit: shares

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Note: From April 3, 2023, the Company has used repurchased shares as one of the sources for conversion of convertible corporate bonds, and first uses the treasury shares from repurchase for conversion; the portion insufficient is met with newly issued shares. The source of conversion for these convertible corporate bonds was shares from the Company’s share repurchase dedicated securities account; therefore, it did not result in changes to the Company’s total share capital.

IV. Other Matters

If investors need to learn more about the detailed information of Fangyuan Convertible Bonds, please consult the “Offering Memorandum” disclosed by the Company on September 21, 2022 on the Shanghai Stock Exchange website (www.sse.com.cn).

Contact Department: Office of the Board Secretary

Contact Number: 0750-6290309

Email: fyhb@fangyuan-group.com

This announcement is hereby issued.

Board of Directors of Guangdong Fangyuan New Materials Group Co., Ltd.

April 2, 2026

Security Code: 688148 Stock Short Name: Fangyuan Shares Announcement No. 2026-017

Bond Code: 118020 Bond Short Name: Fangyuan Convertible Bonds

Guangdong Fangyuan New Materials Group Co., Ltd.

Announcement on Providing Security for a Holding Subsidiary

The board of directors of the Company and all directors hereby guarantee that this announcement contains no false records, misleading statements, or material omissions, and shall assume legal responsibility for the truthfulness, accuracy, and completeness of the contents of this announcement.

Key Information Highlights:

● Scope of Guarantee and Basic Information

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● Cumulative Guarantee Situation

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Note: The “Total Amount of External Guarantees” in the above table refers to the outstanding balance of external guarantees actually incurred by the Company and its holding subsidiaries (including this guarantee).

I. Overview of the Guarantee Situation

(1) Basic Information of the Guarantee

To meet the production and operating needs of Jiangmen Fangyuan Circular Technology Co., Ltd., a wholly owned subsidiary of Guangdong Fangyuan New Materials Group Co., Ltd. (hereinafter referred to as the “Company”) (hereinafter referred to as “Fangyuan Circular”), the Company, Fangyuan Circular, and Jiangmen Hexiang Building Materials Co., Ltd. (hereinafter referred to as “Hexiang Building Materials”) recently entered into a “Supply Chain Agency Procurement Contract.” The Company and Fangyuan Circular jointly authorize Hexiang Building Materials to procure goods on an agency basis. The maximum value of upstream goods for agency procurement is RMB 100 million. The contract term shall run from the date on which the contract becomes effective until December 31, 2026. During the execution of the contract, with respect to the corresponding payment obligations and possible breach behaviors arising from the Company’s fulfillment of the original contract obligations for Fangyuan Circular, the Company provides Hexiang Building Materials with a joint and several liability guarantee.

(2) Internal Decision-Making Procedures

On November 21, 2025, the Company convened the seventh meeting of the fourth session of the board of directors; and on December 8, 2025, it held the Company’s second extraordinary general meeting in 2025. The proposal titled “Proposal on the Estimated External Guarantee Limits for 2026” was deliberated and approved, agreeing that in 2026 the Company will provide an aggregate guarantee limit of no more than RMB 642M for Fangyuan Circular and other holding subsidiaries within the consolidated financial statement reporting scope (including holding subsidiaries acquired or established in the current period, or obtained by acquisition, etc.), which covers both newly added guarantee limits and guarantee amounts already provided but not yet expired. The effective period for the aforementioned guarantee limits is from the date on which the general meeting approves the proposal until the date on which the general meeting convened to consider the estimated external guarantee limits for 2027 is held. The general meeting authorizes the chairman of the board of directors or a person authorized by the chairman to exercise guarantee decision-making powers within the guarantee limits approved by the general meeting, and to handle the specific matters related to providing guarantees and to sign relevant legal documents.

This guarantee matter is within the guarantee limit approved by the general meeting, so it does not require the Company to conduct deliberations again at the board meeting or by another general meeting. For details, please refer to the announcement disclosed by the Company on November 22, 2025 on the Shanghai Stock Exchange website (www.sse.com.cn): “Announcement on the Estimated External Guarantee Limits for 2026” (Announcement No. 2025-063).

Before this guarantee, the guarantee balance provided by the Company to Fangyuan Circular was RMB 642M, and the remaining available guarantee limit was RMB 326k. After this guarantee, the guarantee balance provided by the Company to Fangyuan Circular will be RMB 641.67M, and the remaining available guarantee limit will be RMB 2.5B.

II. Basic Information of the Guaranteed Party

(1) Basic Information

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(2) Information on the Guaranteed Party’s Breach of Trust

Fangyuan Circular does not have any major contingent matters that could affect its ability to repay debts, and Fangyuan Circular is not a party subject to dishonest execution.

III. Main Contents of the Guarantee Agreement

1. Creditor: Jiangmen Hexiang Building Materials Co., Ltd. (Party B)

2. Debtor: Jiangmen Fangyuan Circular Technology Co., Ltd. (Party A2)

3. Guarantor: Guangdong Fangyuan New Materials Group Co., Ltd. (Party A1)

4. Guarantee method: joint and several liability guarantee

5. Guarantee amount: maximum amount of RMB 100 million

6. Guarantee scope: As Party A2 is a wholly owned controlling subsidiary of Party A1, Party A1 has an obligation to supervise and prompt Party A2 to actively perform the responsibilities agreed in the original contract and this supplemental agreement during their execution. If Party A2 is unable to fulfill the corresponding payment obligations arising from the original contract, including payment for goods, agency procurement fees, liquidated damages, and other expenses, Party A1 agrees to assume joint and several liability to Party B for the payment obligations Party A2 should bear and for any other breach behaviors arising from Party A2. If Party A2 has any overdue payment behavior, Party B has the right to notify Party A1 to make the payments on behalf of Party A1; Party A1 shall complete the payment on behalf within 7 days after receiving Party B’s notice, otherwise Party A1 and Party A2 shall jointly bear the liability for breach.

7. Guarantee term: six months from the date on which the debt performance period expires

IV. Necessity and Reasonableness of the Guarantee

The Company’s provision of a guarantee for Fangyuan Circular this time is to meet its production and operating needs, and to ensure the continuous and stable development of its business. The guaranteed party is the Company’s wholly owned subsidiary, with good credit standing; at the same time, the Company has absolute control over it, and day-to-day business activities can be effectively managed and controlled. The Company’s overall risk related to its guarantee for this subsidiary is controllable, and it is expected not to cause material adverse impact on the Company’s production and operations, nor will it harm the lawful interests of the Company and all its shareholders.

V. Total Number of External Guarantees and Number of Overdue Guarantees

As of the date of disclosure of this announcement, the Company and its holding subsidiaries have external guarantee limits of RMB 1.44B that are still within their validity periods. All of them are guarantees provided by the Company for its holding subsidiaries, and the respective guarantee limits account for 445.60% and 80.92% of the Company’s net assets and total assets as audited in the most recent period.

The actual outstanding balance of external guarantees incurred by the Company and its holding subsidiaries is RMB 1.06B (including this guarantee). All of these are guarantees provided by the Company for its wholly owned subsidiaries. The actual outstanding balance of external guarantees accounts for 274.49% and 49.84% of the Company’s net assets and total assets as audited in the most recent period, respectively. The Company and its holding subsidiaries do not have any overdue guarantees or guarantee-related litigation.

This announcement is hereby issued.

Board of Directors of Guangdong Fangyuan New Materials Group Co., Ltd.

April 2, 2026

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