Xinjiang Tianye to acquire 100% of Tianchen Chemical

On May 9, Xinjiang Tianya Co., Ltd. announced that the company acquired 100% equity of Tianchen Chemical, and Tianchen Chemical became a wholly-owned subsidiary of Xinjiang Tianya.

Xinjiang Tianye Co., LTD., Xinjiang Tianye (Group) Co., LTD., and Shihezi Jinfu State-owned Capital Investment and Operation Co., Ltd. signed the Equity Transfer Agreement on Tianchen Chemical Co., LTD. On April 12, 2023, to acquire 100% equity of Tianchen Chemical Co., LTD held by Tianye Group and Jinfu Investment. On April 13, 2023, the Announcement of Affiliated Transaction of Xinjiang Tianyang Co., Ltd. on the acquisition of 100% equity of Tianchen Chemical Co., Ltd. was disclosed. On April 28, 2023, the transaction proposal was approved by the second extraordinary general meeting of shareholders of the company in 2023.

Discharge of joint borrowers

On April 28, 2023, Tianchen Chemical, Xinjiang Tianzhichenye Chemical Co., LTD., Tianye Group and the banking syndicate led by Xinjiang Uygur Autonomous Region Branch of China Development Bank signed the RMB Capital Syndicate Loan Contract Change Agreement with No. 6510201401100000445002 and 6510201401100000443002 respectively. Tianchen Chemical has completed the cancellation of the joint borrower, namely, the modification of the syndicated loan contract of Xinjiang Tianzhichene Chemical Co., LTD. 's 170,000 tons/year 1, 4-butanediol engineering project, the comprehensive utilization of calcium carbide kiln gas to produce 200,000 tons/year ethylene glycol and the supporting project, and Tianchen Chemical is no longer the joint borrower of the above syndicated loan.

Industrial and commercial change procedures

On April 28, 2023, Tianchen Chemical completed the industrial and commercial change registration procedures for the equity transfer involved in this related transaction, and obtained the Business License with a unified social credit code of 91659001798177840Y issued by the Market Supervision and Administration of the Eighth Division of Xinjiang Production and Construction Corps. After the registration of industrial and commercial change is completed, Xinjiang Tianye holds 100% of the equity of Tianchen Chemical, and Tianchen Chemical becomes a wholly owned subsidiary of Xinjiang Tianye.

Equity transfer money

After the completion of the registration of the industrial and commercial change, the Company on May 8, 2023, according to the provisions of the Equity Transfer Agreement, The transaction consideration of 67.52% equity of Tianchen Chemical is paid to the account designated by Tianyang Group in one lump sum of 1744.643 million yuan, and the transaction consideration of 32.48% equity of Tianchen Chemical is paid to the account designated by Jin-Fu Investment in one lump sum of 839.2477 million yuan. The total transaction consideration is paid to the account designated by Jin-Fu Investment in one lump sum of 2583.8907 million yuan.

After the acquisition, Xinjiang Tiange PVC production capacity will reach 1.34 million tons/year, caustic soda production capacity 970,000 tons/year, calcium carbide production capacity 2.13 million tons/year and calcium carbide slag cement production plant 5.35 million tons/year. With the incorporation of Tianchen Chemical, the scale effect of the company is more obvious, which will realize the further coordinated development of the recycling industrial chain, further optimize the industrial chain and business structure of the company, implement the commitment of Tianyang Group to solve the industry competition, reduce the related transactions between the company and Tianyang Group and its subsidiaries, and promote the healthy development of the company in the capital market. Enhance the company's ability to continue operations and development potential.