Ling Meng Film & Television (09857): Lemontree Harvest transferred 9.8838 million shares free of charge to Faye Free, A&O Investment, and core employees respectively

Zhitong Financial App News, Ning Meng Film and Television (09857) issued an announcement. On the date of this announcement, the company's executive directors Su Xiao, Chen Fei, and Xu Xiaoou passed their respective wholly-owned overseas holding companies (including Lemontree Evergreen Holding Limited, Lemontree Harvest Investment Limited, Free Flight Limited, Faye Free Flight Limited, MEOO Limited and A&O Investment Limited hold approximately 19.65%, 9.12% and 9.12% of the Company's shares, respectively.

According to the Agreed Actors Agreement concluded on August 17, 2020 (Concerted Actors Agreement) and the Supplementary Agreement (Supplementary Agreement) of the Agreed Actors Agreement concluded on January 24, 2025, Mr. Su, Ms. Chen and Ms. Xu jointly controlled about 37.90% of the voting rights at the company's shareholders' meeting through the founder SPV. Mr. Su, Ms. Chen, Ms. Xu and the founders SPV are regarded as a group of controlling shareholders of the Company because they acted in concert to exercise the voting rights of the Company.

The Company (Directors) Committee (Board of Directors) was notified by Mr. Su that its wholly-owned company Lemontree Harvest had signed a “Free Stock Grant Agreement” with Faye Free, A&O Investment and a core business employee (core employee) of the Group on September 22, 2026. Lemontree Harvest agreed to transfer 9,883,800 shares free of charge to Faye Free, A&O Investments and core employees respectively (accounting for The total issued share capital of the Company is approximately 2.73%),

9,883,800 shares (accounting for about 2.73% of the total issued share capital of the Company) and 3,453,200 shares (accounting for about 0.95% of the total issued share capital of the Company), totaling 23,220,800 shares (accounting for about 6.42% of the total issued share capital of the Company) (share transfer). A share transfer is a pro bono gift arrangement for shares held by the relevant shareholders based on their own arrangements. The share transfer does not involve the granting of shares, share options or other securities by the Company or any of its subsidiaries. It does not constitute a share plan or arrangement similar to a share plan under Chapter 17 of the Hong Kong Stock Exchange Limited Securities Listing Rules (Listing Rules), and is therefore not subject to the relevant provisions of Chapter 17 of the Listing Rules.

After the share transfer is completed, Mr. Su, Ms. Chen and Ms. Xu will continue to exercise their voting rights equal to the Company through concerted action in accordance with the Concerted Actors Agreement and the Supplementary Agreement. The share transfer will not cause changes in the composition of the Company's controlling shareholders, nor will it have a significant impact on the Company's control, board composition, daily operations and corporate governance.