Shanghai DZH shareholders approve merger, addressing insider trading concerns

Shanghai DZH (SSE:601519) announced that shareholders approved the share-for-share merger with Xiangcai Co., Ltd., which includes fundraising of supporting funds and connected transactions. The resolution was passed at the Second Extraordinary General Meeting of Shareholders in 2025 on October 13, 2025, with 99.8557% of A-shares voting in favor. This approval encompasses all related proposals, including the merger method, share issuance, pricing, lock-up periods, and employee arrangements.

Beijing Guofeng Law Firm conducted a special verification of insider trading related to the merger. The firm reviewed trading activities of insiders and related parties between March 17, 2025, and September 25, 2025. The verification concluded that the observed trading activities by identified insiders did not constitute insider trading and would not impede the transaction.

Separately, Shanghai DZH will delist after the merger, with Xiangcai Co., Ltd. inheriting all assets, liabilities, and business operations. Creditors are invited to declare their claims within 45 days from the announcement date. Xiangcai Co., Ltd. will conduct a share repurchase for employee stock ownership or equity incentives, as approved on April 14, 2025.