Xinjiang Tianshan Animal Husbandry Bioengineering Co., Ltd. Announcement on Signing Supplementary Agreement to Conditional Share Subscription Agreement and Connected Transaction
The Company and the Board of Directors guarantee the truthfulness, accuracy, and completeness of the information disclosed herein, and shall not be liable for any false representations, misleading statements, or material omissions.
Important Notes:
- Xinjiang Tianshan Animal Husbandry Bioengineering Co., Ltd. (hereinafter referred to as the "Company") plans to issue A-shares (hereinafter referred to as the "Current Offering" or "Offering to Specific Objects") to its controlling shareholder, Xiamen Shede Supply Chain Management Co., Ltd. (hereinafter referred to as "Xiamen Shede"), and its actual controller, Mr. Chen Mingyi (collectively referred to as the "Subscribers").
- The Company and the Subscribers have signed the "Supplementary Agreement to the Conditional Share Subscription Agreement for Offering to Specific Objects" (hereinafter referred to as the "Supplementary Agreement to the Conditional Share Subscription Agreement"). The Subscribers' subscription for the Company's shares in the current offering to specific objects constitutes a connected transaction, but it does not constitute a major asset restructuring as defined by the "Measures for the Administration of Major Asset Restructuring of Listed Companies."
I. Overview of Connected Transactions
(I) Basic Situation of Connected Transactions The Company has held the third meeting of the sixth Board of Directors and the 2025 Annual Shareholders' Meeting, and has deliberated and approved the proposals related to the offering of shares to specific objects. For details, please refer to the relevant announcements disclosed by the Company on the Juchao Information Network on March 27, 2026, and May 22, 2026. The Company plans to issue no more than 59 million A-shares to specific objects in the current offering. The controlling shareholder, Xiamen Shede, and the actual controller, Mr. Chen Mingyi, will fully subscribe in cash. The Company has signed the "Conditional Share Subscription Agreement" with Xiamen Shede and Mr. Chen Mingyi on March 27, 2026. After friendly negotiation between the Company, Mr. Chen Mingyi, and Xiamen Shede, it is proposed to adjust the terms related to the subscription price, subscription amount, and number of shares in the "Conditional Share Subscription Agreement." The parties signed the "Supplementary Agreement to the Conditional Share Subscription Agreement" on June 18, 2026.
(II) Explanation of Connected Relationship Given that the subscribers in the current transaction are the Company's controlling shareholder Xiamen Shede and the actual controller Mr. Chen Mingyi, according to the "Listing Rules of the Shenzhen Stock Exchange for GEM Companies," Xiamen Shede is a connected legal person of the Company, and Mr. Chen Mingyi is a connected natural person of the Company. Therefore, the current offering constitutes a connected transaction.
(III) Review of Connected Transactions The fifth meeting of the sixth Board of Directors held on June 18, 2026, deliberated and approved the "Proposal on the Company Signing the Supplementary Agreement to the Conditional Share Subscription Agreement with the Subscribers and the Connected Transaction." The Company's Audit Committee of the Board of Directors and the independent directors' special meeting have issued their opinions. The current offering is subject to review by the Shenzhen Stock Exchange and approval for registration by the China Securities Regulatory Commission.
(IV) Does Not Constitute a Major Asset Restructuring The current offering does not constitute a major asset restructuring as defined by the "Measures for the Administration of Major Asset Restructuring of Listed Companies."
II. Basic Information of Connected Parties