Anshan Qicai Chemical Co., Ltd.
Announcement Number: 2026-052
This announcement 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 material omissions.
Special Reminder:
- This transaction includes a package of arrangements that are mutually conditional: acquiring 5% equity of Liaoning Meicai New Materials Co., Ltd., targeted capital reduction and exit from Liaoning Xingkong Sodium Battery Co., Ltd., and offsetting of corresponding claims and debts. The counterparty, Liaoning Xingkong Sodium Battery Co., Ltd., is a related legal person of the company, and this transaction constitutes a related party transaction.
- This related party transaction has been reviewed and approved by the 17th meeting of the 7th Board of Directors. Related director Mr. Xu Hui Xiang abstained from voting. This matter has been reviewed and approved by the 13th Special Meeting of Independent Directors of the 7th Board of Directors.
- According to the "Shenzhen Stock Exchange ChiNext Stock Listing Rules" and the "Articles of Association," this transaction does not require submission to the company's shareholders' meeting for deliberation.
I. Overview of Related Party Transaction
(I) Basic Transaction Situation
To optimize the company's investment layout, the company recently signed a series of agreements with relevant parties to implement a package of equity and debt adjustments, as follows:
- The company signed the "Equity Transfer Agreement of Liaoning Meicai New Materials Co., Ltd." with Liaoning Xingkong Sodium Battery Co., Ltd. (hereinafter referred to as "Xingkong Sodium Battery") and Liaoning Meicai New Materials Co., Ltd. (hereinafter referred to as "Liaoning Meicai"). The company will acquire 5% of the equity of Liaoning Meicai held by Xingkong Sodium Battery, with a paid-in capital of RMB 25 million. The equity transfer consideration is RMB 62.5 million.
- The company signed the "Capital Reduction Agreement of Liaoning Xingkong Sodium Battery Co., Ltd." with Xingkong Sodium Battery and its all continuing shareholders, to exit the shareholder sequence of Xingkong Sodium Battery through targeted capital reduction. Xingkong Sodium Battery will reduce its registered capital by RMB 882.5 million, and the company will pay a capital reduction price of RMB 62.5 million.
- The company signed the "Offset Agreement of Claims and Debts" with Xingkong Sodium Battery, stipulating that the equivalent amounts payable from the above two transactions will be offset against each other. The parties do not need to make actual cash payments, and transaction taxes and fees will be borne by each party in accordance with laws and regulations. The equity transfer and targeted capital reduction are conditional on each other for delivery. On the date when the industrial and commercial registration changes for both transactions are completed, the offset of claims and debts will officially take effect, and the corresponding payment obligations of both parties will be fulfilled simultaneously.
(II) Determination of Related Party Relationship
The company's Chairman, Mr. Xu Hui Xiang, also serves as a director of Xingkong Sodium Battery and Liaoning Meicai. According to Article 7.2.3 of the "Shenzhen Stock Exchange ChiNext Stock Listing Rules," Xingkong Sodium Battery and Liaoning Meicai are both related legal persons of the company, and this transaction constitutes a related party transaction.
(III) Deliberation Procedures
The company held the 17th meeting of the 7th Board of Directors on June 18, 2026, which reviewed and approved the "Proposal on Acquiring Equity in a Subsidiary, Capital Reduction, and Offset of Claims and Debts" with 7 votes in favor, 0 against, and 0 abstentions. Related director Mr. Xu Hui Xiang abstained from voting in accordance with regulations. The non-related directors unanimously approved this proposal. The 13th Special Meeting of Independent Directors of the 7th Board of Directors reviewed and approved it, agreeing to submit it to the Board of Directors for deliberation. This 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 restructuring for change of control.