Securities Code: 002827
Securities Abbreviation: Gaosheng Civil Explosives
Announcement No.: 2026-043
Tibet Gaosheng Civil Explosives Co., Ltd.
Announcement on Progress of State-Owned Equity Transfer and Change of Controlling Shareholder
The Company and the Board of Directors guarantee the truthfulness, accuracy, and completeness of the information disclosed, and that there are no false records, misleading statements, or major omissions.
Key Content Highlights:
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Tibet Gaosheng Civil Explosives Co., Ltd. (hereinafter referred to as "Gaosheng Civil Explosives," "the Company," or "the Listed Company") controlling shareholder Tibet Construction Engineering and Building Materials Group Co., Ltd. (hereinafter referred to as "Cangjian Group") and Tibet Geological and Mineral Group Co., Ltd. (hereinafter referred to as "Digong Group") recently signed the "Agreement on the Transfer of State-Owned Equity of Tibet Gaosheng Civil Explosives Co., Ltd. between Tibet Construction Engineering and Building Materials Group Co., Ltd. and Tibet Geological and Mineral Group Co., Ltd." (hereinafter referred to as the "State-Owned Equity Transfer Agreement"). Cangjian Group intends to transfer its 34.00% controlling stake in the Company (94,195,640 shares) to Digong Group free of charge.
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According to Article 63, Paragraph 1, Item (1) of the "Measures for the Administration of the Takeover of Listed Companies," this gratuitous transfer is exempt from the obligation to issue a takeover offer.
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As of the disclosure date of this announcement, this state-owned equity transfer matter still requires compliance confirmation from the Shenzhen Stock Exchange and the completion of share transfer registration procedures by the China Securities Depository and Clearing Corporation Limited.
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Upon completion of this gratuitous transfer, the Company's controlling shareholder will change to Digong Group. The actual controller of the Company remains unchanged, still being the State-owned Assets Supervision and Administration Commission of the People's Government of Tibet Autonomous Region (hereinafter referred to as "Tibet SASAC").
I. Overview of the Gratuitous Transfer
On July 28, 2026, the Company received a notice from its actual controller, Tibet SASAC, regarding the gratuitous transfer of state-owned shares held by Cangjian Group in Gaosheng Civil Explosives. The notice stated that 94,195,640 state-owned shares held by Cangjian Group in the Company (accounting for 34.00% of the total share capital of the listed company) will be transferred to Digong Group free of charge, making Digong Group the controlling shareholder of the Company. Upon completion of the transfer, Cangjian Group will hold 64,785,354 state-owned shares in the listed company (accounting for 23.38% of the total share capital).
After this gratuitous transfer, Digong Group will hold 94,195,640 shares in the Company, accounting for 34.00% of the total share capital, becoming the controlling shareholder of the Company. Cangjian Group will hold 64,785,354 shares in the Company, accounting for 23.38% of the total share capital. The actual controller of the Company remains the State-owned Assets Supervision and Administration Commission of the Tibet Autonomous Region.
For details, please refer to the "Announcement on the Transfer of State-Owned Equity and the Proposed Change of Controlling Shareholder" published by the Company on the Juchao Information Network (http://www.cninfo.com.cn) on July 29, 2026 (Announcement No.: 2026-039).
Recently, Cangjian Group and Digong Group have respectively completed the internal decision-making procedures for this gratuitous transfer and signed the "State-Owned Equity Transfer Agreement." This gratuitous transfer matter still requires compliance confirmation from the Shenzhen Stock Exchange and the completion of share transfer registration procedures by the China Securities Depository and Clearing Corporation Limited.
II. Basic Information of the Parties to the Gratuitous Transfer
- Transferor: Cangjian Group