Securities Code: 002125
Bond Code: 127109
Securities Abbreviation: Xiangtan Dianhua
Bond Abbreviation: Dianhua Convertible Bond
Announcement Number: 2026-041
Xiangtan Electrochemical Scientific Co., Ltd.
Announcement on Transfer of Wholly-Owned Subsidiary's 100% Equity and Related Party Transaction
The Company and all members of the Board of Directors guarantee that the information disclosed is true, accurate, and complete, and contains no false records, misleading statements, or significant omissions.
Xiangtan Electrochemical Scientific Co., Ltd. (hereinafter referred to as the "Company") held its 16th meeting of the 9th Board of Directors on August 7, 2026, and by a vote of 6 in favor, 0 against, and 0 abstentions, approved the "Proposal on the Transfer of 100% Equity of Xiangtan Dianhua Electromechanical Engineering Co., Ltd. and Related Party Transaction." By a vote of 8 in favor, 0 against, and 0 abstentions, it approved the "Proposal on the Transfer of 100% Equity of Xiangtan Shunzhong Trading Co., Ltd. and Related Party Transaction." The Company agreed to transfer 100% of the equity of its wholly-owned subsidiaries, Xiangtan Dianhua Electromechanical Engineering Co., Ltd. (hereinafter referred to as "Electromechanical Company") and Xiangtan Shunzhong Trading Co., Ltd. (hereinafter referred to as "Trading Company"). The details are hereby announced as follows:
I. Overview of Related Party Transactions
To optimize resource allocation and asset structure, divest non-core assets, and further focus on the development of the main business, the Company will transfer 70% of its equity in Electromechanical Company to Xiangtan Economic and Technological Development Zone New Development Group Co., Ltd. (hereinafter referred to as "New Development Group") and 30% of its equity in Electromechanical Company to Xiangtan Electrochemical Group Co., Ltd. (hereinafter referred to as "Electrochemical Group"), with a transfer price of 32.536 million yuan; and transfer 100% of its equity in Trading Company to New Development Group, with a transfer price of 50.1224 million yuan. The total transfer price is 82.6584 million yuan.
According to the relevant provisions of the "Shenzhen Stock Exchange Stock Listing Rules," this equity transfer constitutes a related party transaction. This related party transaction was reviewed and approved by the Company's independent directors' special meeting before being submitted to the Board of Directors for review. Related directors Mr. Liu Ganjiang, Mr. Long Shaofei, and Mr. Ding Jianqi abstained from voting on the "Proposal on the Transfer of 100% Equity of Xiangtan Dianhua Electromechanical Engineering Co., Ltd. and Related Party Transaction." Related director Mr. Liu Ganjiang abstained from voting on the "Proposal on the Transfer of 100% Equity of Xiangtan Shunzhong Trading Co., Ltd. and Related Party Transaction." Within twelve consecutive months, the cumulative amount of related party transactions with the same related party has not reached 5% of the net assets of the most recent audited period. According to the "Shenzhen Stock Exchange Stock Listing Rules," the "Company's Articles of Association," and other relevant regulations, this transaction does not require submission to the Company's shareholders' meeting for approval.
This transaction does not constitute a major asset restructuring as defined by the "Measures for the Administration of Major Asset Restructuring of Listed Companies." In accordance with the "Measures for the Administration of Supervision of State-owned Assets Transactions" and other relevant regulations, this transaction adopts the method of non-public agreement transfer, and the transaction will be completed by the transferor and the transferee signing an "Equity Transfer Agreement."
II. Basic Information of Related Parties