*ST Tianshan plans to raise up to 349 million yuan through a private placement to the actual controller; 5-year regulatory measures with two penalties

China Economic Net, Beijing, March 30 — *ST Tianshan (300313.SZ) recently disclosed its “2026 Plan for Issuing A-Shares to Specific Subscribers.” The total amount of fundraising under this issuance will be no more than RMB 34,869.00 million (including this amount). After deducting relevant issuance expenses, the net proceeds are intended to be wholly used to supplement working capital.

The type of shares to be issued in this offering is shares listed domestically, namely Renminbi-denominated ordinary shares (A shares). Each share has a par value of RMB 1.00, and the entire offering will be conducted through issuance to specific subscribers.

The subscribers of this issuance are Chen Mingyi and Xiamen Shede Supply Chain Management Co., Ltd. (hereinafter referred to as “Xiamen Shede”). Chen Mingyi and Xiamen Shede will subscribe for the shares to be issued in this offering by cash.

The price for the shares to be issued to specific subscribers is RMB 5.91 per share, and it is not less than 80% of the company’s average stock trading price for the 20 trading days prior to the pricing benchmark date.

The number of shares to be issued to specific subscribers will be no more than 59,000,000 shares (including this amount), accounting for 24.61% of the company’s total share capital before this issuance, and it will not exceed 30% of the company’s total share capital before this issuance. Of this, the number of shares subscribed by Chen Mingyi will be no more than 9,000,000 shares (including this amount), and the number of shares subscribed by Xiamen Shede will be no more than 50,000,000 shares (including this amount).

The shares to be issued to specific subscribers under this offering will be listed and traded on the Shenzhen Stock Exchange’s Growth Enterprise Market.

The issuance subscribers of the shares to be issued to specific subscribers are Chen Mingyi and Xiamen Shede. Chen Mingyi and Chen Huan are the company’s actual controllers. Xiamen Shede is the company’s controlling shareholder, and both are related parties of the company. Chen Mingyi and Xiamen Shede’s participation in subscribing for this issuance constitutes a related-party transaction with the company.

As of the date of the announcement of the plan, the company’s controlling shareholder is Xiamen Shede, and its actual controllers are Chen Mingyi and Chen Huan’s couple. Xiamen Shede obtained 53,861,312 shares of the company held by Huzhou Haohui through a bidding process, representing 22.46% of the company’s total share capital. Because the transfer registration for the shares has not yet been completed at present, Huzhou Haohui has authorized Xiamen Shede to exercise the voting rights corresponding to that portion of the shares by way of power of attorney.

After the completion of this issuance of shares to specific subscribers, based on the upper limit of 59,000,000 shares issued, Chen Mingyi and Chen Huan’s couple will directly and indirectly control voting rights corresponding to 112,861,312 shares of the listed company, representing 37.77% of the listed company’s total share capital. Chen Mingyi and Chen Huan’s couple will remain the company’s actual controllers. This issuance will not result in any change in the company’s controlling rights. This issuance will help further consolidate the position of Chen Mingyi and Chen Huan’s couple as actual controllers, thereby maintaining the stability of the listed company’s control and promoting the company’s steady development.

*ST Tianshan has also simultaneously disclosed an announcement titled “Announcement on the Measures Taken by Securities Regulatory Authorities and Exchanges or Administrative Penalties in the Past Five Years and the Rectification Situation.”

The company’s record over the past five years of being punished by securities regulatory authorities and the securities exchange is as follows: On April 8, 2021, the company received an “Administrative Penalty Decision” issued by the Xinjiang Regulatory Bureau of the China Securities Regulatory Commission (No.〔2021〕2). For the company’s failure to properly disclose related-party transactions, related-party guarantees, major lawsuits, and other matters involving Elephant Advertising Co., Ltd. (hereinafter referred to as “Elephant Advertising”) during the period 2017–2018, the company was ordered to make corrections, given a warning, and fined RMB 300,000.

On May 9, 2022, the Shenzhen Stock Exchange issued a decision titled “Decision on Disciplinary Actions Against Xinjiang Tianshan Animal Husbandry Bioengineering Co., Ltd. and Relevant Parties.” For the company’s failure to properly disclose related-party guarantees, fund borrowings, major lawsuits, and violations involving providing financial assistance to related parties, among other matters, during the period 2017–2018, the company was subjected to a disciplinary action of public censure.

The company’s record over the past five years of regulatory measures taken by securities regulatory authorities and the securities exchange is as follows: On June 3, 2024, the company received an “Administrative Regulatory Measures Decision” issued by the Xinjiang Regulatory Bureau of the China Securities Regulatory Commission (No.〔2024〕13). Regarding the company’s situation in which, based on the prudence principle, it reduced certain revenue amounts, leading to misstatements of operating revenue in its 2023 semi-annual report and its 2023 third-quarter report, the company was ordered to make corrections and have the matter recorded in the integrity file for the capital markets.

From 2021 to January–September 2025, the company’s operating revenue was RMB 108 million, RMB 76 million, RMB 137 million, RMB 138 million, and RMB 58 million, respectively. Net profit attributable to shareholders of listed companies was RMB -27.3026 million, RMB -31.8321 million, RMB -22.0016 million, RMB -65.9479 million, and RMB -11.6992 million, respectively. Net profit attributable to shareholders of listed companies after deducting non-recurring gains and losses was RMB -62.5402 million, RMB -22.6294 million, RMB -24.8101 million, RMB -67.5459 million, and RMB -14.9417 million, respectively. Net cash flows from operating activities were RMB -35.0610 million, RMB -7.5659 million, RMB -13.7477 million, RMB 14.3576 million, and RMB -51.0135 million, respectively.

The performance forecast for 2025 indicates that the company expects its net profit attributable to shareholders of listed companies for fiscal year 2025 to be a loss of RMB 16 million to RMB 23 million; its net profit after deducting non-recurring gains and losses to be RMB -22 million to RMB -29 million; and its operating revenue to be RMB 170 million to RMB 220 million.

(责任编辑：Wei Jingt ing)

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