Securities Code: 002386 Securities Abbreviation: Tianyuan Shares Bond Code: 524174.SZ Bond Abbreviation: 25 Tianyuan K1 Announcement Number: 2026-064 Bond
Yibin Tianyuan Group Co., Ltd.
Announcement on Matters Related to the Associated Transaction of Issuing Shares to Specific Objects and the Supplementary Agreement (II) to the Conditional Share Subscription Agreement Signed with the Specific Object
The Company and all members of the Board of Directors guarantee the truthfulness, accuracy, and completeness of the information disclosed herein, and are free from any false representations, misleading statements, or material omissions.
Special Reminder:
- Yibin Tianyuan Group Co., Ltd. (hereinafter referred to as the "Company") plans to issue shares to a specific object, Yibin Development Holdings Group Co., Ltd. (hereinafter referred to as "Yibin Development") (hereinafter referred to as the "Current Issuance"). Given that the Company has adjusted the plan for the Current Issuance, the Company and Yibin Development have signed the "Supplementary Agreement (II) to the Conditional Share Subscription Agreement between Yibin Tianyuan Group Co., Ltd. and Yibin Development Holdings Group Co., Ltd. regarding the Issuance of Shares by Yibin Tianyuan Group Co., Ltd. to Specific Objects" (hereinafter referred to as the "Supplementary Agreement (II)"). This transaction constitutes an associated transaction and does not constitute a major asset restructuring as stipulated in the "Measures for Major Asset Restructuring of Listed Companies."
- The current issuance of shares to specific objects is subject to review and approval by the Shenzhen Stock Exchange and the approval of the China Securities Regulatory Commission (hereinafter referred to as the "CSRC"). The implementation of this issuance is contingent upon obtaining the approval from the relevant regulatory authorities and the timing of obtaining such approval is uncertain.
I. Overview of Associated Transactions (I) Transaction Overview The Company held the twenty-second meeting of the ninth Board of Directors on January 15, 2026, and the second extraordinary shareholders' meeting on April 10, 2026, and approved the "Proposal on the Company's 2026 Plan for Issuing Shares to Specific Objects," the "Proposal on the Associated Transaction Involved in the Company's 2026 Issuance of Shares to Specific Objects," and the "Proposal on the Conditional Share Subscription Agreement Signed with the Specific Object."
On May 27, 2026, the Company held the twenty-eighth meeting of the ninth Board of Directors and approved, among other proposals, the "Proposal on Adjusting the Company's 2026 Plan for Issuing A Shares to Specific Objects" and the "Proposal on the Supplementary Agreement to the Conditional Share Subscription Agreement Signed with the Specific Object and Associated Transaction Matters." The total amount of funds to be raised and the number of shares to be issued in this issuance to specific objects were adjusted. The adjusted total amount of funds to be raised shall not exceed RMB 47,880.00 million (inclusive), and the number of shares to be issued shall not exceed 96,144,578 shares, with other contents remaining unchanged. On May 27, 2026, Tianyuan Shares and Yibin Development signed the "Supplementary Agreement to the Conditional Share Subscription Agreement regarding the Issuance of Shares by Yibin Tianyuan Group Co., Ltd. to Specific Objects between Yibin Tianyuan Group Co., Ltd. and Yibin Development Holdings Group Co., Ltd." (hereinafter referred to as the "Supplementary Agreement").
On June 22, 2026, the Company held the thirtieth meeting of the ninth Board of Directors and approved, among other proposals, the "Proposal on Adjusting the Company's 2026 Plan for Issuing A Shares to Specific Objects" and the "Proposal on the Supplementary Agreement (II) to the Conditional Share Subscription Agreement Signed with the Specific Object and Associated Transaction Matters." The pricing benchmark date, issue price, and issue size for this issuance to specific objects were adjusted. On June 22, 2026, Tianyuan Shares and Yibin Development signed the "Supplementary Agreement (II)."