Securities Code: 002282
Securities Abbreviation: Boshen Co., Ltd.
Announcement No.: 2026-026
Boshen Co., Ltd.
Announcement on Establishing a Joint Venture and Purchasing Operating Assets to Invest in Insulated Pipe Business
The Company and all members of the Board of Directors guarantee that the content of this information disclosure is true, accurate, and complete, and there is no false record, misleading statement, or major omission.
Key Content Reminder:
-
Transaction Overview: Boshen Co., Ltd. (hereinafter referred to as the "Company") has decided to jointly invest with Shandong Wanchang Shun Environmental Protection Technology Co., Ltd. (hereinafter referred to as "Wanchang Shun" or "Party B") to establish a joint venture company (tentative name: Shandong Shantie New Materials Technology Co., Ltd., hereinafter referred to as the "Joint Venture Company"; the name and related industrial and commercial information shall be subject to the final registration information). The Joint Venture Company will purchase operating assets from Wanchang Shun and its related enterprises in cash, undertaking their original production capacity, customer base, and technical resources to develop business related to anti-corrosion and insulation pipes.
-
The Joint Venture Company will be jointly funded by the Company and Wanchang Shun with RMB 200 million. The Company will contribute RMB 140 million in cash, holding 70% equity. The Company's capital comes from its own funds. Wanchang Shun will contribute RMB 60 million in cash, holding 30% equity. After the transaction, the Joint Venture Company will be included in the Company's consolidated financial statements as a holding subsidiary.
-
After the establishment of the Joint Venture Company, it will purchase operating assets from Wanchang Shun and its related enterprises in cash in two installments. Among them, the appraised value of the operating assets to be purchased this time is RMB 115.9828 million, and the transaction price is RMB 115.9828 million. Due to one production line undergoing renovation, it is not included in the scope of assets appraised this time. It will be appraised separately after the renovation of this production line and purchased at its appraised value.
-
This transaction does not constitute a major asset restructuring as stipulated in the "Measures for the Administration of Major Asset Restructuring of Listed Companies," nor does it constitute a related-party transaction.
-
This transaction has been reviewed and approved by the seventh Board of Directors at its sixth meeting. In accordance with the "Shenzhen Stock Exchange Stock Listing Rules" and other laws and regulations and the "Articles of Association" and relevant internal management systems, this transaction is within the scope of the Board of Directors' approval authority and does not require shareholder approval or other pre-approval procedures from government departments.
-
Risk Warning: The information related to the establishment of the joint venture company by the Company is subject to approval and registration by the market supervision department. After the establishment of the joint venture company, it may face risks such as changes in external industrial policies, slower-than-expected industry market growth, operational integration with the partner, and long repayment cycles during actual operations, leading to uncertainty in investment returns. The Company will control and mitigate risks with a prudent attitude and effective measures. Investors are kindly reminded to pay attention to investment risks.
I. Transaction Overview
(I) Background of the Transaction
The Company's current businesses include diamond tools, coated abrasives, and rail transit equipment components, all of which are leading positions in their respective segments. The Company urgently needs to build new growth poles through strategic investment to optimize its industrial structure and promote high-quality development.