Securities Code: 001226
Securities Abbreviation: Tuoshan Heavy Industry
Announcement Number: 2026-003
Anhui Tuoshan Heavy Industry Co., Ltd. announces the signing of an equity acquisition agreement. The company and all members of the board guarantee that the information disclosed is true, accurate, and complete, with no false records, misleading statements, or significant omissions.
Special Reminder:
- Anhui Tuoshan Heavy Industry Co., Ltd. (hereinafter referred to as "the Company") has signed an "Equity Acquisition Agreement" (hereinafter referred to as "the Acquisition Agreement") with Wang Haiqiao, Liu Xijie, and Song Zechao. The Company intends to acquire 51% of the equity of Henan Xinkaiyuan Petrochemical Pipeline Co., Ltd. (hereinafter referred to as "the Target Company") through cash payment.
- The transaction does not constitute a related party transaction or a major asset reorganization as defined by the "Administrative Measures for Major Asset Restructuring of Listed Companies." This transaction has been approved by the 17th meeting of the Company's second board of directors and is subject to shareholder approval.
I. Basic Transaction Information
(1) Overview of the Transaction
To meet the strategic development needs of the Company, enhance its core competitiveness, and promote diversification, the Company aims to reduce reliance on industry cycles and balance performance risks through this transaction. The Company will acquire 51% of the equity of Henan Xinkaiyuan Petrochemical Pipeline Co., Ltd. for a total acquisition price of RMB 21,930,000. After the acquisition, the Company will hold 51% of the Target Company's equity, making Henan Xinkaiyuan a controlled subsidiary included in the Company's consolidated financial statements. According to the "Shenzhen Stock Exchange Listing Rules," "Self-Regulatory Guidelines No. 1 for Main Board Listed Companies," and the Company's articles of association, this transaction does not constitute a related party transaction or a major asset reorganization.
(2) Review of the Transaction
On February 12, 2026, the Company held the first meeting of the Strategic Committee of the second board of directors, where all members unanimously approved this matter and agreed to submit it to the board for review. On the same day, the Company held the fifth special meeting of independent directors, where all independent directors unanimously approved this matter. On February 12, 2026, the Company held the 17th meeting of the second board of directors, which unanimously approved the above matters. According to the "Shenzhen Stock Exchange Listing Rules" and the Company's articles of association, this proposal must be submitted to the shareholders' meeting for review.
II. Basic Information of the Counterparties
- Wang Haiqiao, female, ID number: 410323197510******, residing in Luoyang, Henan Province, holds 76.20% of the Target Company's equity and has been the controlling shareholder and actual controller of Xinkaiyuan since 2012.
- Liu Xijie, female, ID number: 510122198704******, residing in Chaoyang District, Beijing, holds 20% of the Target Company's equity and is currently the deputy general manager and supervisor of Hairun Jiaye, holding 80% of Hairun Jiaye.
- Song Zechao, male, ID number: 410321197209******, residing in Luoyang, Henan Province, holds 3.80% of the Target Company's equity and has been the general manager of Xinkaiyuan since 2012. Wang Haiqiao and Song Zechao are married and jointly hold 80% of the Target Company's equity, making them the controlling shareholders and actual controllers of the Target Company. Apart from the Target Company, Wang Haiqiao and Song Zechao do not have other external investments or part-time enterprises. In the past three years, the Company has not engaged in similar transactions with the above counterparties. As of the date of this announcement, the above counterparties have not been listed as dishonest executors and have no related party relationships with the Company, its controlling shareholders, actual controllers, other shareholders holding more than 5% of the Company, directors, or senior management. The counterparties have normal performance capabilities.