Beijing Hanjian Heshan Pipe Industry Co., Ltd. Progress Announcement on Major Asset Restructuring Planning

2026-04-04 02:12:48

Stock Code: 603616 Stock Short Name: HanJian HeShan Announcement No.: 2026-023

Beijing HanJian HeShan Pipe Industry Co., Ltd.

Progress Announcement on the Planning of a Major Asset Restructuring

This company’s board of directors and all directors guarantee that this announcement contains no false records, misleading statements, or material omissions, and assume legal responsibility for the truthfulness, accuracy, and completeness of the contents.

I. Overview of This Transaction

Beijing HanJian HeShan Pipe Industry Co., Ltd. (hereinafter referred to as the “Company”) plans to acquire 99.9978% of the shares of Liaoning Xingfu New Materials Co., Ltd. (hereinafter referred to as “Xingfu New Materials”) held by Chen Xuhui and 25 other shareholders by issuing shares and paying cash, and to issue shares to no more than 35 specific investors to raise supporting funds (hereinafter referred to as “This Transaction”). In accordance with the 《Measures for the Administration of Major Asset Restructurings of Listed Companies》 and 《Rules Governing the Listing of Stocks on the Shanghai Stock Exchange》 and other relevant regulations, this Transaction is expected to constitute a related-party transaction and a major asset restructuring, but it does not constitute a restructuring of a listed company.

II. Progress of This Transaction

On February 3, 2026, the Company held the third meeting of the fifth session of its board of directors, and deliberated and approved proposals including 《Proposal on Whether the Company Meets the Conditions for Issuing Shares and Paying Cash to Acquire Assets and Raising Supporting Funds》, 《Proposal on the Plan for Issuing Shares and Paying Cash to Acquire Assets and Raising Supporting Funds by the Company and the Related-Party Transaction》, and 《Proposal on the〈Preliminary Proposal for Issuing Shares and Paying Cash to Acquire Assets and Raising Supporting Funds by Beijing HanJian HeShan Pipe Industry Co., Ltd.〉and Its Summary》, among other proposals related to this Transaction. For details, please refer to the 《Preliminary Proposal for Issuing Shares and Paying Cash to Acquire Assets and Raising Supporting Funds by Issuing Shares and Paying Cash to Acquire Assets and Raising Supporting Funds by the Company and Related-Party Transaction》 and related announcement documents disclosed by the Company on February 4, 2026.

On February 3, 2026, the Company received from the Shanghai Stock Exchange Company Listing Department No. 1 the 《Inquiry Letter on the Information Disclosure Concerning the Pre-plan for Issuing Shares and Paying Cash to Acquire Assets of Beijing HanJian HeShan Pipe Industry Co., Ltd.》 (Shanghai Securities Letter 【2026】0360) (hereinafter referred to as the “《Inquiry Letter》”). For details, please refer to the announcement disclosed by the Company on February 4, 2026 titled 《Announcement on the Company’s Receipt of the Shanghai Stock Exchange〈Inquiry Letter on the Information Disclosure Concerning the Pre-plan for Issuing Shares and Paying Cash to Acquire Assets of Beijing HanJian HeShan Pipe Industry Co., Ltd.〉》 (Announcement No.: 2026-010).

On February 25, 2026, the Company applied to the Shanghai Stock Exchange for an extension of the response to the 《Inquiry Letter》 for no more than 5 trading days regarding the relevant issues. For details, please refer to the announcement disclosed by the Company on February 26, 2026 titled 《Announcement on the Extension of the Response to the Shanghai Stock Exchange Inquiry Letter》 (Announcement No.: 2026-014).

On March 4, 2026, the Company applied to the Shanghai Stock Exchange for another extension of the response to the 《Inquiry Letter》 for no more than 5 trading days regarding the relevant issues. For details, please refer to the announcement disclosed by the Company on March 5, 2026 titled 《Announcement on the Further Extension of the Response to the Shanghai Stock Exchange Inquiry Letter》 (Announcement No.: 2026-017).

On March 5, 2026, the Company disclosed the 《Progress Announcement on the Planning of a Major Asset Restructuring》 (Announcement No.: 2026-018). For details, please refer to the announcement disclosed by the Company on the website of the Shanghai Stock Exchange.

On March 9, 2026, the Company has signed the 《Independent Financial Adviser Agreement Regarding the Project of Issuing Shares and Paying Cash to Acquire Assets and Raising Supporting Funds between Beijing HanJian HeShan Pipe Industry Co., Ltd. and Zhongde Securities Co., Ltd.》 with Zhongde Securities Co., Ltd., and engaged it as the independent financial adviser for this major asset restructuring project. For details, please refer to the 《Progress Announcement on the Planning of a Major Asset Restructuring》 disclosed by the Company on March 11, 2026 (Announcement No.: 2026-019).

On March 17, 2026, the Company disclosed the 《Announcement on the Reply to the Inquiry Letter on the Information Disclosure Concerning the Pre-plan for Issuing Shares and Paying Cash to Acquire Assets》. The Company replied to the questions related to the Inquiry Letter on the information disclosure concerning the pre-plan for issuing shares and paying cash to acquire assets, and revised the 《Preliminary Proposal for Issuing Shares and Paying Cash to Acquire Assets and Raising Supporting Funds and the Related-Party Transaction and Its Summary》. For details, please refer to the 《Announcement on the Reply to the Inquiry Letter on the Information Disclosure Concerning the Pre-plan for Issuing Shares and Paying Cash to Acquire Assets》 and the 《Explanatory Note on the Revision of the Pre-plan for Issuing Shares and Paying Cash to Acquire Assets and Raising Supporting Funds and the Related-Party Transaction and Its Summary》 (Announcement No.: 2026-021, 2026-022), as well as the 《Preliminary Proposal for Issuing Shares and Paying Cash to Acquire Assets and Raising Supporting Funds and the Related-Party Transaction (Revised Draft)》 and the 《Summary of the Preliminary Proposal for Issuing Shares and Paying Cash to Acquire Assets and Raising Supporting Funds and the Related-Party Transaction (Revised Draft)》。

As of the date of this announcement, the Company and the relevant parties are actively advancing all work related to this Transaction. The related work including due diligence, audit, and valuation has not yet been completed. After the relevant work is completed, the Company will convene another meeting of the board of directors to consider the relevant matters of this Transaction, and the board of directors will submit the proposals related to this Transaction for consideration by the shareholders’ meeting. The Company will, according to the progress of the work for this Transaction, strictly comply with relevant provisions of laws, regulations, and normative documents including the 《Measures for the Administration of Major Asset Restructurings of Listed Companies》 and 《Shanghai Stock Exchange Listed Company Self-Regulatory Guidance No. 6—Major Asset Restructurings》, and promptly fulfill examination and approval procedures and information disclosure obligations.

III. Risk Warning

This Transaction still needs to complete necessary internal decision-making procedures such as the Company’s board of directors and shareholders’ meeting, and must also be approved by the competent regulatory authorities before it can be formally implemented. There remains uncertainty as to whether it can be implemented. The Company will, based on the progress of relevant matters, strictly fulfill its information disclosure obligations in accordance with the relevant laws, regulations, and requirements. All information of the Company shall be subject to the contents disclosed in designated information disclosure media. Investors are kindly advised to invest rationally and watch for investment risks.

This announcement is hereby issued.

Board of Directors of Beijing HanJian HeShan Pipe Industry Co., Ltd.

April 3, 2026

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