Securities Code: 300243
Securities Abbreviation: Ruifeng High Material
Announcement No.: 2026-064
Shandong Ruifeng High Material Co., Ltd.
Announcement on the Planned Equity Acquisition and Signing of the "Investment Cooperation Framework Agreement"
The Company and all members of the Board of Directors guarantee that the information disclosed is true, accurate, and complete, and that there are no false records, misleading statements, or major omissions.
Special Reminder:
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On August 14, 2026, Shandong Ruifeng High Material Co., Ltd. (hereinafter referred to as the "Company") held the fifteenth meeting of the sixth Board of Directors, which reviewed and approved the "Proposal on Signing the Investment Cooperation Framework Agreement." On the same day, the Company, Anhui Ruotuo New Material Technology Co., Ltd. (hereinafter referred to as "Ruotuo New Material" or the "Target Company"), and Mo Hongbin (actual controller of Ruotuo New Material) signed the "Investment Cooperation Framework Agreement" (hereinafter referred to as the "Framework Agreement"). The Company plans to acquire no less than 51% of the equity of Ruotuo New Material through a combination of cash acquisition and capital increase. Upon completion of this transaction, Ruotuo New Material will become a controlling subsidiary of the Company.
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The "Framework Agreement" signed this time is an expression of intent reached by the parties regarding the acquisition. The specific transaction plan, transaction amount, etc., will be further negotiated after the Company and the engaged intermediary agencies complete the audit, asset appraisal, and due diligence of the target company. It will be clarified in the formal transaction agreement to be signed upon reaching a consensus. However, whether consensus can be reached and the transaction can proceed smoothly remains uncertain. Investors are kindly advised to pay attention to investment risks.
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The cash equity acquisition and cash capital increase involved in this transaction are preliminarily estimated to have a total transaction consideration of approximately RMB 400-500 million, with the final valuation serving as the basis for the transaction. This transaction does not constitute a related-party transaction and is not expected to constitute a major asset restructuring as defined by the "Measures for the Administration of Major Asset Restructuring of Listed Companies."
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This transaction is still in progress. Affected by multiple factors such as the capital market environment, industry, and operating conditions, the relevant decisions of the parties involved may change. There is a risk that this transaction may be suspended, terminated, or cancelled, and there is significant uncertainty as to whether it can be successfully implemented. The implementation of this equity transfer and capital increase is subject to the written confirmation of the target company's shareholders to waive their pre-emptive rights to purchase shares and pre-emptive rights to subscribe for capital increases, among other special rights, which introduces a degree of uncertainty. The Company will fulfill its information disclosure obligations in accordance with the progress of relevant matters. Investors are kindly advised to pay attention to investment risks.