Securities Code: 002760
Securities Abbreviation: Fengxing Co., Ltd.
Announcement Number: 2026-035
Fengxing Co., Ltd.
Announcement on Acquiring Minority Equity and Related Party Transaction
The Company and the Board of Directors guarantee the truthfulness, accuracy, and completeness of the information disclosed, and are free of any false records, misleading statements, or material omissions.
Key Information Highlights:
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Fengxing Co., Ltd. (hereinafter referred to as the "Company") intends to acquire a 25% equity stake in Baiyin Huaxin Jiuhe Renewable Resources Co., Ltd. (hereinafter referred to as "Baiyin Huaxin") held by Ningbo Xinshun Herong Equity Investment Partnership (Limited Partnership) (hereinafter referred to as "Ningbo Xinshun") for a cash consideration of RMB 14,750 million (hereinafter referred to as the "Transaction").
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In accordance with the relevant provisions of the Shenzhen Stock Exchange Stock Listing Rules, this transaction constitutes a related party transaction but does not constitute a major asset restructuring as defined by the "Measures for Major Asset Restructuring of Listed Companies."
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This transaction has been reviewed and approved by the Third Meeting of the Strategic Committee of the Sixth Board of Directors, the Fifteenth Meeting of the Audit Committee of the Sixth Board of Directors, the Third Meeting of the Independent Directors' Special Committee in 2026, and the Eighteenth Meeting of the Sixth Board of Directors. It still needs to be submitted for approval by the Company's shareholders' meeting.
I. Overview of Related Party Transaction
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The Company intends to acquire the 25% equity stake in Baiyin Huaxin held by Ningbo Xinshun (hereinafter referred to as the "Target Equity") for a cash consideration of RMB 14,750 million. On July 15, 2026, the Company and Ningbo Xinshun signed the "Equity Transfer Agreement" with effective conditions.
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Given that Guangdong Huaxin Metal Resources Co., Ltd. (hereinafter referred to as "Guangdong Huaxin") is the parent company of Qinghai Xibu Indium Industry Co., Ltd. (hereinafter referred to as "Xibu Indium Industry"), the Company's controlling shareholder, Baiyin Huaxin will become a jointly invested enterprise of the Company and Guangdong Huaxin after the transaction. This transaction constitutes a related party transaction.
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On July 15, 2026, the Company held the Eighteenth Meeting of the Sixth Board of Directors and reviewed and approved the "Proposal on Acquiring Minority Equity and Related Party Transaction." This proposal was reviewed and approved by the Third Meeting of the Independent Directors' Special Committee in 2026 before being submitted to the Board of Directors. All independent directors unanimously agreed with this related party transaction.
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This related party transaction does not constitute a major asset restructuring as defined by the "Measures for Major Asset Restructuring of Listed Companies" and does not constitute a backdoor listing.
II. Basic Information of Related Parties
- Basic Information
Name: Guangdong Huaxin Metal Resources Co., Ltd.
Unified Social Credit Code: 91440605MA55DGEE97
Legal Representative: Xu Maohua
Registered Capital: RMB 100 million
Type: Limited Liability Company (Wholly Owned by Natural Person Investment or Holding Legal Person)
Date of Establishment: October 13, 2020
Address: Rooms 2401, 2402, 2403, 2404, 2405, Block 7, Tianan Center, 31 Jihua East Road, Nanhai District, Foshan City (Registered Address)
Business Scope: General items: Sales of metal materials; rolling of non-ferrous metals (branch operations); smelting of common non-ferrous metals (branch operations); smelting of precious metals (branch operations); manufacturing of non-ferrous metal alloys (branch operations); casting of non-ferrous metals (branch operations); manufacturing of metal materials (branch operations); quenching (branch operations); industrial design services; research and development of resource recycling technology; park management services; research and development of metal products; research and development of new material technology; promotion of new material technology; enterprise management. (Except for projects subject to approval according to law, business activities can be carried out independently according to the business license.)
Main Shareholders and Actual Controller: Guangdong Huaxin Mao Group Co., Ltd. holds 100% equity; the actual controller is Xu Maohua.