Shangaohuan Energy Group Co., Ltd. (hereinafter referred to as "the Company") and all members of the Board of Directors guarantee that the information disclosed is true, accurate, and complete, without false records, misleading statements, or major omissions.
On May 29, 2026, the Company held the 27th meeting of the 11th Board of Directors, which reviewed and approved the proposal regarding the acquisition of 65% equity in Hengyang Sander Kaitian Renewable Resources Technology Co., Ltd. (hereinafter referred to as "Hengyang Sander" or "the Target Company"). The relevant information is announced as follows:
1. Background of the Matter
On May 21, 2026, the Company held the 26th meeting of the 11th Board of Directors, which reviewed and approved the proposal to participate in the auction for 65% equity in Hengyang Sander. The Company agreed to participate in the online judicial auction on Taobao (www.taobao.com) at a price not exceeding the approval authority of the Board of Directors.
On May 24, 2026, the Company legally participated in the judicial auction, which had four institutions registered to bid. The starting price was 35.2557 million RMB, and there were 84 rounds of bidding. According to the "Online Bidding Transaction Confirmation" generated by the Taobao judicial auction platform, the 65% equity of the Target Company was won by Shandong Zhi Jian Group Co., Ltd. (hereinafter referred to as "Shandong Zhi Jian") at the highest price of 55.3157 million RMB. After friendly negotiations with Shandong Zhi Jian, the Company intends to purchase the 65% equity of Hengyang Sander from Shandong Zhi Jian for 50 million RMB in cash through its subsidiary, Shangaoshifang Environmental Energy Group Co., Ltd. (hereinafter referred to as "Shangaoshifang").
According to the "Shenzhen Stock Exchange Stock Listing Rules" and "Management Measures for Major Asset Restructuring of Listed Companies," this acquisition is within the approval authority of the Company's Board of Directors and does not require submission to the shareholders' meeting for deliberation. This acquisition does not constitute a related party transaction and does not constitute a major asset restructuring as defined by the "Management Measures for Major Asset Restructuring of Listed Companies." The equity transfer of the Target Company also requires approval from the Hengyang City Urban Management Bureau.
2. Basic Information of the Counterparty
- Company Name: Shandong Zhi Jian Group Co., Ltd.
- Unified Social Credit Code: 9137030316410296X4
- Registered Capital: 301 million RMB
- Type: Limited Liability Company (Natural Person Investment or Holding)
- Legal Representative: Xia Shuqing
- Business Term: March 22, 1993, to indefinite
- Address: No. 53, Xingyuan East Road, Zhangdian District
- Business Scope: Construction project contracting; construction labor subcontracting; specialized construction operations; installation, maintenance, and testing of power facilities; installation, modification, and repair of special equipment; electrical installation services; demolition operations (excluding blasting); construction project supervision; construction project design; design and manufacturing of special equipment; residential interior decoration; road cargo transportation (excluding hazardous goods).
The actual controller of Shandong Zhi Jian is Xia Shuqing, holding 25.25% of the shares. There are no relationships that may cause or have caused the Company to favor the interests of the counterparty in terms of property rights, business, assets, debts, personnel, etc. The counterparty is an executed party, and the Company has fully considered the situation of the counterparty. Both parties will agree to control transaction risks through the agreement, which does not constitute an impact on this transaction.