Securities Code: 002124
Securities Abbreviation: Tianbang Foods
Announcement No.: 2026-034
Tianbang Foods Co., Ltd.
Announcement on Capital Increase of Wholly-owned Subsidiary to Wholly-owned Grandchild Company for Clearing Internal Debts and Transfer of 100% Equity of Wholly-owned Grandchild Company
The Company and the entire Board of Directors guarantee the truthfulness, accuracy, and completeness of the information disclosed herein, and have no false records, misleading statements, or major omissions.
Special Reminder:
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Tianbang Foods Co., Ltd. (hereinafter referred to as the "Company") wholly-owned subsidiary Shanghai Shifen Weidao Food (Group) Co., Ltd. (hereinafter referred to as "Shanghai Shifen Weidao" or "Party B") intends to transfer 100% equity of its wholly-owned grandchild company Huai'an Shifen Weidao Food Co., Ltd. (hereinafter referred to as "Huai'an Shifen Weidao", "Target Company" or "Party C") (hereinafter referred to as "Target Asset") to Shanghai Xinzhilonghe Agricultural Development Partnership (Limited Partnership) (hereinafter referred to as "Shanghai Xinzhilonghe" or "Party A"). The aforementioned transaction is hereinafter referred to as the "Transaction" or "Equity Transfer Transaction". Based on the valuation of Huai'an Shifen Weidao, and comprehensively considering the actual condition of the target asset and market conditions, the transfer price of the target asset is determined to be RMB 18 million.
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To smoothly complete this equity transfer transaction and fulfill the obligations stipulated in the transfer agreement, and to clear debts and receivables, the wholly-owned subsidiary Shanghai Shifen Weidao intends to use its own funds to inject RMB 304 million into Huai'an Shifen Weidao to clear internal intercompany payables. Upon receiving this capital injection, Huai'an Shifen Weidao will use the entire amount to repay its outstanding debt to Shanghai Shifen Weidao. After the capital increase, the registered capital of Huai'an Shifen Weidao will increase from RMB 29 million to RMB 333 million.
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This transaction does not constitute a major asset restructuring as stipulated by the "Measures for the Administration of Major Asset Restructuring of Listed Companies" and does not constitute a related-party transaction.
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The Company will fulfill its information disclosure obligations in a timely manner according to the relevant regulations of the Shenzhen Stock Exchange based on the progress of the matter.
I. Overview of the Transaction