Securities Code: 000732
Securities Abbreviation: ST Taihe
Announcement Number: 2023-050
Announcement on the Transfer of Subsidiary Equity
Taihe Group Co., Ltd. (hereinafter referred to as "the Company" or "Taihe Group" or "Dingfang") and all members of the Board of Directors, except for Director Chen Jihua, guarantee that the content of this information disclosure is true, accurate, and complete, without false records, misleading statements, or significant omissions.
I. Transaction Overview
Taihe Group Co., Ltd. and its subsidiary Fuzhou Meihong Forestry Co., Ltd. (hereinafter referred to as "Meihong Forestry" or "Party B"), Fujian Taixin Real Estate Co., Ltd. (the project company for the Taihe Xiangshan Bay project, hereinafter referred to as "Taixin Real Estate" or "Target Company" or "Party C") and Industrial Bank International Trust Co., Ltd. (representing "Industrial Trust·Zhudi TZ004 (Fujian Taixin) Asset Service Trust", hereinafter referred to as "Industrial Trust" or "Party A") plan to sign a "Share Transfer Agreement" (hereinafter referred to as "this Agreement") soon. The "Taihe Xiangshan Bay" project developed by the Company is in debt distress and has overdue deliveries to buyers. Based on the audited owner's equity of Taixin Real Estate for the year 2022 being -335.6659 million yuan and a net profit of -15.349 million yuan (detailed financial data can be found in section "III. Basic Situation of the Transaction Target" of this announcement), and considering the current situation of the target company, in order to achieve the contractual purposes of risk resolution for the "Taihe Xiangshan Bay" project, ensuring property delivery, and resolving existing debts, it has been agreed by all parties that Industrial Trust will acquire 100% equity held by Party B in the target company for RMB 1,000 (in words: One Thousand Yuan) (in figures: ￥1,000.00) under the conditions stipulated in this Agreement. After the equity transfer, Industrial Trust will lead the subsequent development and operation of the target company, promote the resumption of work and production for the "Taihe Xiangshan Bay" project, and resolve the debts of Party C and its related parties with Industrial Trust. This equity transfer matter has been approved by the fourth meeting of the tenth Board of Directors of the Company and does not require submission to the shareholders' meeting for approval. Before the transaction, the Company indirectly held 100% equity in Taixin Real Estate through Meihong Forestry. After the transaction is completed, the Company will no longer directly or indirectly hold equity in Taixin Real Estate, and Taixin Real Estate will no longer be included in the Company's consolidated financial statements. This transaction does not constitute a related party transaction, nor does it constitute a major asset reorganization as defined by the "Administrative Measures for Major Asset Restructuring of Listed Companies," and does not require approval from relevant authorities.