Shenzhen Investment (00604.HK) has announced that on September 4, 2026 (after market close), its non-wholly owned subsidiary Shenye Wansheng entered into a debt offset agreement. Under this agreement, Shenye Wansheng will transfer the offset properties to Zhongshan Wanye (which held the sale equity immediately before the completion of the equity transfer) or its designated entities, on behalf of and for Shenye Group, to settle the consideration of RMB 113 million owed by Shenye Group to Zhongshan Wanye under the equity transfer agreement (the relevant equity transfer consideration).

The transfer of the offset properties will be used to offset an equivalent amount of outstanding shareholder loans owed by Shenye Wansheng to Shenye Group. The debt offset agreement was primarily entered into because Shenye Group, Zhongshan Vanke, and Zhongshan Wanye signed an equity transfer agreement on August 30, 2026, under which Zhongshan Wanye agreed to sell and Shenye Group agreed to purchase the sale equity, representing a 35.17% stake in Shenye Wansheng.

The intention payment of RMB 30.3585 million under the equity transfer intention agreement dated April 20, 2026, has already been paid through the transfer of commercial/office properties in accordance with a previous debt offset arrangement entered into on May 6, 2026 (which constituted a connected transaction for the company and was disclosed in its announcement dated May 6, 2026), and has been applied as part of the consideration payable under the equity transfer agreement.

Under the debt offset agreement, a further amount of RMB 113 million of the consideration payable under the equity transfer agreement (the relevant equity transfer consideration) will be settled through the transfer of commercial/office properties. The actual total transfer price of these properties is RMB 113 million, which equals the approved reserve price, with the entire amount applied to settle the relevant equity transfer consideration. Any difference, within the permitted 2% variance, will be resolved through negotiation between Zhongshan Wanye and Shenye Wansheng.

Reference is made to the company's announcement dated March 28, 2022, regarding the development and construction service agreement, under which Zhongshan Vanke (the parent of Zhongshan Wanye, a principal shareholder of Shenye Wansheng) agreed to provide management services for the development, construction, marketing, and other matters relating to a certain land parcel. Under Chapter 14A of the Listing Rules, the transactions contemplated under that agreement constituted continuing connected transactions for the company. Following the completion of the equity transfer and as of this announcement date, Zhongshan Wanye no longer holds any equity interest in Shenye Wansheng. Consequently, Zhongshan Vanke no longer qualifies as a connected person at the subsidiary level of the company due to the aforementioned relationship.

On September 4, 2026, Shenye Tairan Land Company, Zhongshan Vanke, and Shenye Wansheng entered into a termination agreement, under which all parties agreed to terminate the development and construction service agreement with effect from the date of the termination agreement.