浙江天台祥和实业股份有限公司关于购买股权暨关联交易的公告

Core Viewpoint - Zhejiang TianTai XiangHe Industrial Co., Ltd. plans to acquire a 5% stake in Zhejiang HeZhiXiang Technology Co., Ltd. for RMB 2 million from its actual controller and vice president, Ms. Bao Xiaohua, as part of its strategy to invest in advanced technologies and new materials [2][4][23]. Group 1: Transaction Overview - The company intends to purchase a 5% stake in HeZhiXiang, which corresponds to its registered capital of RMB 2 million, using its own funds [2][4]. - The transaction is classified as a related party transaction due to Ms. Bao Xiaohua's dual role as both a vice president of XiangHe Industrial and the controlling party of HeZhiXiang [2][3]. - The transaction does not constitute a major asset restructuring as defined by relevant regulations [3]. Group 2: Approval Process - The transaction was reviewed and approved by the company's audit committee and independent directors before being presented to the board of directors, where it received unanimous approval from non-related directors [5][24]. - The transaction does not require approval from the shareholders' meeting or relevant authorities [6][25]. Group 3: Financial and Operational Context - HeZhiXiang was established on May 7, 2024, with a registered capital of RMB 40 million, and focuses on the modification of polymer materials using irradiation technology [10]. - The company is currently constructing a production line for irradiated PTFE, expected to be completed by March 2026, with an anticipated annual production capacity of 3,000 tons [23]. - The pricing for the stake acquisition is set at RMB 2 million, reflecting the actual paid-in registered capital, which is deemed fair and does not harm the interests of the company or its shareholders [17][18]. Group 4: Impact on Company - The investment in HeZhiXiang aligns with the company's strategic development plan and is expected to provide economic benefits without significantly impacting the company's operations [23]. - The company has not engaged in any related transactions with Ms. Bao Xiaohua or HeZhiXiang in the past 12 months, ensuring compliance with regulatory requirements [7][26].