Red Star Macalline Revises Connected-Transaction Caps After New Management Deal With Jining Hongrui

Bulletin Express
Aug 28

Red Star Macalline Group Corporation Ltd. (RS Macalline) has entered into a supplemental contract management agreement with Jining Hongrui Market Operation and Management Co., Ltd., triggering an upward revision of the group’s annual caps for a series of connected transactions.

The agreement, approved and signed on 28 August 2026, appoints RS Macalline to continue providing contract-management services for Jining Hongrui’s 85,879 sq m shopping mall in Jining, Shandong province for the period 1 September 2026 to 31 August 2027.

Key financial terms • Fixed management fee: RMB 1.50 million per annum, accrued pro rata. • Payment schedule: RMB 0.75 million due by 15 September 2026 and RMB 0.75 million due by 15 March 2027.

Historical billing and revised caps • Management fees received from Jining Hongrui totalled RMB 1.77 million in 2025 and RMB 0.57 million in the six months to 30 June 2026. • New annual caps for this single contract: RMB 1.50 million for 2026 and RMB 1.00 million for the eight months to 31 August 2027.

Impact on aggregated caps Because all contract-management agreements with associated business partners are aggregated under Hong Kong Listing Rule 14A, the group’s overall caps have been lifted to: • RMB 10.43 million for the year ending 31 December 2026 (previously RMB 10.31 million). • RMB 7.13 million for the year ending 31 December 2027 (previously RMB 6.13 million). • The cap for 2028 remains unchanged at RMB 2.20 million.

Compliance profile The aggregated percentage ratios for these continuing connected transactions exceed 0.1 % but remain below 5 %, placing them under annual review, reporting and announcement requirements without necessitating shareholder approval. Non-executive directors Mr. Che Jianxing and Mr. Xu Guofeng—who are connected to the counterparties—abstained from the board vote.

Pricing rationale RS Macalline stated that the RMB 1.50 million fee aligns with prevailing market rates for comparable shopping-mall management contracts with independent third parties, following arm’s-length negotiations and established internal pricing controls.

Internal oversight The finance department will monitor transaction volumes; both finance and securities departments will check compliance with Listing Rules; independent non-executive directors will conduct regular reviews; and the company’s auditors will carry out annual assessments of pricing and cap adherence.

Corporate profile RS Macalline is a leading operator of home-improvement and furnishings shopping malls in mainland China, managing self-owned, managed, franchised and strategic-cooperation malls while also offering internet retail and interior-design services.

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