Gansu NengHua Co., Ltd.
Announcement on Related Party Transaction for the Purchase of Trademarks by Subsidiary LiuHua Chemical
The Company and all members of its Board of Directors guarantee the truthfulness, accuracy, and completeness of the information disclosed, and are jointly and severally liable for any false representations, misleading statements, or material omissions.
Due to the needs of production and operation, the Company's subsidiary, Jingyuan Coal Industry Group LiuHua Chemical Co., Ltd., will purchase trademarks for urea and compound fertilizer from its controlling shareholder's subsidiary, Gansu LiuHua (Group) Co., Ltd. The details are as follows:
I. Overview of Related Party Transaction
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To ensure the compliance and sustainability of the production and operation and brand management of its subsidiary, Jingyuan Coal Industry Group LiuHua Chemical Co., Ltd. (hereinafter referred to as "LiuHua Chemical"), and to further integrate intangible asset resources, LiuHua Chemical and Gansu LiuHua (Group) Co., Ltd. (hereinafter referred to as "LiuHua Group") have signed a "Trademark Transfer Agreement." LiuHua Chemical will purchase 14 trademarks held by LiuHua Group. Based on the asset appraisal report issued by Beijing Xincheng Asset Appraisal Co., Ltd., the market value of the exclusive right to use the 14 trademarks is determined to be RMB 52.1947 million. LiuHua Chemical will pay this trademark transfer fee using its own funds or bank loans.
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LiuHua Chemical is a wholly-owned subsidiary of the Company. LiuHua Group is a wholly-owned subsidiary of Jingyuan Coal Industry Group Co., Ltd. (hereinafter referred to as "Jingmei Group"), which is a wholly-owned subsidiary of the controlling shareholder Gansu Energy Chemical Investment Group Co., Ltd. (hereinafter referred to as "NengHua Group"). According to the relevant provisions of the "Shenzhen Stock Exchange Stock Listing Rules," this trademark purchase constitutes a related party transaction. It does not constitute a major asset restructuring as defined by the "Measures for the Administration of Major Asset Restructuring of Listed Companies." It needs to be submitted for deliberation by the Company's Board of Directors and does not require submission to the shareholders' meeting for deliberation.
On August 7, 2026, the Company held its 14th meeting of the 11th Board of Directors, which deliberated and approved the "Proposal on the Purchase of Trademarks and Related Party Transaction by Subsidiary LiuHua Chemical." This proposal is a related party transaction matter, and according to regulations, 3 related directors, Xie Xiaofeng, Chen Yong, and Zhao Chenghuan, abstained from voting.
II. Basic Information of the Transaction Counterparty
- Basic Information
| Company Name | Gansu LiuHua (Group) Co., Ltd. |
|---|---|
| Unified Social Credit Code | 91620000224372022C |
| Legal Representative | Zhou Cheng |
| Enterprise Type | Limited Liability Company (Wholly Foreign-Owned Enterprise) |
| Date of Establishment | July 15, 1997 |
| Registered Capital | RMB 68,688.60 million |
| Registered Address | No. 38, Chemical Road, Liujiaxia Town, Yongjing County, Linxia Prefecture, Gansu Province |
| Business Scope | Production and processing, wholesale and retail of chemical fertilizers and chemical raw materials and products (including liquid ammonia, ammonia water, urea, methanol, oxygen, carbon dioxide, nitrogen, argon). Production and processing, wholesale and retail of plastic woven bags, stainless steel pipes, building materials, daily necessities, chemical machinery and equipment and accessories; pilot production and sales of melamine, catalyst series products (excluding hazardous chemicals), liquid fertilizers, and slag (ash) (excluding hazardous chemicals, only for branch company operations); property leasing; catering; accommodation; bathing; central heating supply, employee and family commuting, garage management fees, greening and environmental sanitation, property management. (Projects subject to approval according to law can only be carried out after approval by relevant departments) |