Securities Code: 002386 Securities Abbreviation: Tianyuan Shares Announcement No.: 2026-061 Bond Code: 524174.SZ Bond Abbreviation: 25 Tianyuan K1
Yibin Tianyuan Group Co., Ltd. Announcement Regarding Change in Shareholder Equity Due to Issuance of Shares to Specific Objects in 2026
The Company and all members of the Board of Directors guarantee the truthfulness, accuracy, and completeness of the information disclosed, and are free from false records, misleading statements, or major omissions.
Important Content Notice:
- Yibin Tianyuan Group Co., Ltd. (hereinafter referred to as the "Company") plans to issue shares to its controlling shareholder, Yibin Development Holding Group Co., Ltd. (hereinafter referred to as "Yibin Development") (hereinafter referred to as the "Current Issuance"). The Current Issuance will result in a change in the Company's share capital structure. The Current Issuance meets the conditions for exemption from making a takeover offer as stipulated in Article 63 of the "Measures for the Acquisition of Listed Companies." The non-associated shareholders at the Company's second extraordinary general meeting in 2026 have deliberated and passed the "Proposal on Requesting the Shareholders' Meeting to Approve the Offeror's Exemption from Making a Takeover Offer." Yibin Development is exempt from making a takeover offer.
- The Current Issuance will not result in a change of the Company's controlling shareholder or actual controller.
- The Current Issuance is subject to review and approval by the Shenzhen Stock Exchange and registration with the China Securities Regulatory Commission before it can be implemented. There is uncertainty regarding whether the Current Issuance can obtain approval from the relevant regulatory authorities and the time it will take to obtain such approval. The final number of shares to be issued may be adjusted due to changes in regulatory policies or requirements in the review and/or issuance registration documents, which is also uncertain.
I. Basic情况 of the Change in Equity
The relevant matters of this issuance of shares to specific objects have been deliberated and approved by the 22nd meeting of the 9th Board of Directors, the second extraordinary general meeting in 2026, and the 30th meeting of the 9th Board of Directors. According to the issuance plan, the Company plans to issue no more than 96,144,578 shares to its controlling shareholder, Yibin Development. This number does not exceed 30% of the total share capital before the Current Issuance. If the Company's total share capital before the issuance changes due to events such as ex-rights, bonus share issues, or capital reserve fund transfers from the pricing base date to the issuance date, the upper limit of the number of shares to be issued will be adjusted accordingly.
The issuance target of the Current Issuance, Yibin Development, will subscribe for the shares in cash.