Securities Code: 002145
Securities Abbreviation: Titanium Chemical
Announcement Number: 2026-035
Titanium Chemical Co., Ltd.
Announcement on Capital Increase of a Controlled Subsidiary and Investment in Construction of 400,000 TPA Titanium Dioxide and 1.4 Million TPA Seven-Water Ferrous Sulfate Project
The Company and the entire Board of Directors guarantee that the information disclosed is true, accurate, and complete, and that there are no false records, misleading statements, or major omissions.
I. Overview of External Investment
(I) Overview of This Investment
To further consolidate the development strength of Titanium Chemical Co., Ltd. (hereinafter referred to as "Titanium Chemical" or "the Company") in new energy materials and accelerate its layout in fifth-generation high-performance lithium iron phosphate products, in accordance with the "Framework Agreement" signed by the Company and Guizhou Phosphate (Group) Co., Ltd. (hereinafter referred to as "Phosphate Group"), the two parties, as leading enterprises in their respective fields, have decided to leverage their respective industrial advantages and resource endowments to invest in the construction of a "sulfur-phosphorus-titanium-iron-lithium-fluorine" integrated circular economy project in the Modern Chemical Industry Park in Kaiyang County, Guizhou Province. According to the relevant arrangements in the agreement, the project for the annual production of 400,000 tons of titanium dioxide and 1.4 million tons of seven-water ferrous sulfate (hereinafter referred to as "the Project") will be undertaken by Guizhou Zhonghe Phosphorus Chemical Co., Ltd. (hereinafter referred to as "Zhonghe Phosphorus Chemical" or "the Project Company"), jointly invested by Titanium Chemical and Phosphate Group, to be responsible for feasibility studies, investment, construction, operation, and other matters (for details, please refer to the "Announcement on Establishing a Controlled Subsidiary and Completing Industrial and Commercial Registration" disclosed by the Company on April 26, 2025 (Announcement Number: 2025-037)).
In February 2026, Phosphate Group signed an "Investment Agreement" with Hubei Wanshun New Energy Technology Co., Ltd. (hereinafter referred to as "Wanshun New Energy") to introduce Wanshun New Energy to fully participate in the Kaiyang "phosphorus-titanium-iron-lithium" integrated circular economy project. Currently, Phosphate Group and Wanshun New Energy have completed the establishment and registration of their joint venture company, Guizhou Phosphate Wanshun New Energy Co., Ltd. (hereinafter referred to as "Phosphate Wanshun," in which Phosphate Group holds a 51% equity interest and Wanshun New Energy holds a 49% equity interest). According to the "Investment Agreement," Phosphate Group has transferred its equity in Zhonghe Phosphorus Chemical to Phosphate Wanshun. After the equity transfer, the shareholders of Zhonghe Phosphorus Chemical will be Titanium Chemical (holding a 65% equity interest) and Phosphate Wanshun (holding a 35% equity interest).
Currently, Zhonghe Phosphorus Chemical has basically completed the preliminary feasibility study and the procedures required for the implementation of the project. To effectively ensure the capital needs for project construction, Titanium Chemical and Phosphate Wanshun will increase capital in the project company proportionally according to their respective equity ratios. Titanium Chemical will contribute RMB 260 million, and Phosphate Wanshun will contribute RMB 140 million.
(II) Board of Directors' Meeting Review
The Company held the fourteenth (extraordinary) meeting of the eighth Board of Directors on August 11, 2026, and approved the "Proposal on Capital Increase of a Controlled Subsidiary and Investment in Construction of 400,000 TPA Titanium Dioxide and 1.4 Million TPA Seven-Water Ferrous Sulfate Project." The Board agreed to increase the capital of its controlled subsidiary, Zhonghe Phosphorus Chemical, by RMB 26,000 million and to construct the project for the annual production of 400,000 tons of titanium dioxide and 1.4 million tons of seven-water ferrous sulfate. This investment matter is within the scope of the Board's authority and does not require submission to the Company's shareholders' meeting for approval.
(III) Connected Transactions and Major Asset Restructuring Matters