Four consecutive years of losses, Xuexuanlang Environment proposes change of control, 20CM daily limit up, 854 million restructuring funds in place

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China Economic Net Beijing, March 23 — Snow浪 Environment (300385.SZ) resumed trading today with a limit-up opening. As of the latest report, the stock price is 15.61 yuan, up 19.98%, with a total market value of 5.2 billion yuan.

On March 21, Snow浪 Environment disclosed an announcement regarding the signing of the “Reorganization Investment Agreement” with pre-reorganization investors and the resumption of trading of the company’s stock.

Considering the uncertainty in the selection process of the pre-reorganization investors, and in accordance with the “Shenzhen Stock Exchange Growth Enterprise Market Listing Rules,” “Shenzhen Stock Exchange Self-Regulatory Guidelines No. 14—Bankruptcy Reorganization and Related Matters,” and “Shenzhen Stock Exchange Self-Regulatory Guidelines No. 6—Suspension and Resumption of Trading,” to ensure fair information disclosure, protect investors’ interests, and prevent abnormal stock price fluctuations, the company applied to the Shenzhen Stock Exchange for a trading halt.

During the suspension, relevant parties actively promoted the selection of pre-reorganization investors. The process has now been completed. On March 20, 2026, the company signed the “Reorganization Investment Agreement” with Shanghai Helix Wanlian Technology Development Partnership (Limited Partnership) (“Party B1” or “Helix Wanlian”), Helix Guanglian Technology (Shenzhen) Co., Ltd. (“Party B2” or “Helix Guanglian”), Gongqingcheng Helix Junxun Light Investment Partnership (Limited Partnership) (“Party B3” or “Helix Junxun Light”), Guolian Tongbao Capital Investment Co., Ltd. (“Party B4” or “Guolian Tongbao”), and the company’s pre-reorganization guidance person (“Party C”). The agreement is referred to as the “Main Agreement.” Additionally, the company signed the “Wuxi Snow浪 Environment Technology Co., Ltd. and Shanghai Helix Guanglian Technology Development Partnership, Helix Guanglian Technology (Shenzhen), Gongqingcheng Helix Junxun Light Investment Partnership, Guolian Tongbao Capital Investment Co., Ltd., and Wuxi Snow浪 Environment Technology Co., Ltd. Pre-reorganization Guidance Person Reorganization Investment Agreement” (“Subsidiary Agreement”) with Shanghai Helix Guangyao Technology Development Partnership (“Helix Guangyao”) and Party C. Following the application to the Shenzhen Stock Exchange, the company’s stock (stock abbreviation: Snow浪 Environment; stock code: 300385) resumed trading on the morning of March 23, 2026.

Helix Guanglian, Helix Junxun Light, and Guolian Tongbao jointly established Helix Wanlian as the investment entity for this pre-reorganization. The actual controller of Helix Wanlian is Tan Jun. Helix Wanlian is the main participant in Snow浪 Environment’s reorganization investment, established on February 2, 2026. Due to its recent establishment, there are no operational or financial data available. The funds for Helix Wanlian’s investment in this reorganization come from its own or raised funds.

According to the Main Agreement, after the completion of this reorganization, Helix Wanlian will become the controlling shareholder of Snow浪 Environment. Furthermore, based on the Main and Subsidiary Agreements, Helix Wanlian designated Helix Guangyao as an employee empowerment platform to acquire relevant shares in this reorganization.

Through public recruitment and selection, Party B has been confirmed as Snow浪 Environment’s industrial investor. All parties agree that the total investment amount is 779,457,694.08 RMB, and the corresponding transfer of Snow浪 Environment’s increased shares is 187,369,638 shares. The purchase price is based on 50% of the average trading price of Snow浪 Environment’s stock over the 120 trading days prior to the agreement signing date (the trading benchmark price), which is 4.16 yuan per share. The total consideration for the transferred shares amounts to 779,457,694.08 RMB.

Party B1 commits that, from the date it acquires the target shares according to the reorganization plan, it will not transfer (by any means including centralized bidding, block trades, or agreement transfers) or entrust others to manage its directly or indirectly held target shares for sixty months.

All parties confirm that the investment funds paid by Party B1 will be used according to the reorganization plan, partly to settle debts, pay reorganization expenses and common benefit debts (if any), and partly to replenish Snow浪 Environment’s liquidity.

Helix Guangyao, designated by Helix Wanlian as an employee empowerment platform, will acquire 15,000,000 shares at 4.99 yuan per share, totaling 74,850,000 RMB. The investment price per share for Helix Guangyao is 120% of the price paid by industry investors, i.e., 4.99 yuan per share.

The total consideration paid by all parties for the target shares amounts to 854 million RMB.

There are risks that this reorganization investment agreement may not be fulfilled as planned due to insufficient fundraising by the investors. Although the “Reorganization Investment Agreement” has been signed, there remains a risk of termination, cancellation, revocation, invalidation, or non-performance of the agreement.

Wuxi Intermediate People’s Court has filed the company’s pre-reorganization record, which does not mean the formal acceptance of the company’s reorganization. The pre-reorganization process aims to identify the company’s reorganization value and potential, improving the efficiency of subsequent reorganization work. As of the date of this announcement, whether the court will accept the reorganization or whether the process will proceed remains uncertain.

If the court approves the company’s reorganization, the company will cooperate with the court and administrators to carry out relevant reorganization work and fulfill its legal obligations. According to the “Shenzhen Stock Exchange Growth Enterprise Market Listing Rules,” if the court accepts the reorganization, the stock will be subject to delisting risk warning.

If the court officially accepts the reorganization and it is successfully completed, it will help resolve the company’s debt risks, optimize its asset-liability structure, and improve its sustainable operation and profitability. If the reorganization fails, the company faces the risk of bankruptcy declaration. If declared bankrupt, the company’s stock will face termination of listing according to the relevant rules.

From 2022 to 2024, Snow浪 Environment’s net profits attributable to shareholders were -117 million, -47 million, and -464 million RMB, respectively; net profits excluding non-recurring gains and losses were -115 million, -82 million, and -469 million RMB, respectively.

Snow浪 Environment expects a net loss attributable to shareholders of 210 million to 300 million RMB for 2025; net loss excluding non-recurring gains and losses is expected to be 215 million to 305 million RMB.