Announcement of asset sale

AnnouncementNumber: 2024-030

Stock code: 832316                    Securities abbreviation: Tian Zheng Biotech                 Host brokerage: Shenwan Hongyuan underwriting sponsor

Jilin Tianzheng Biotechnology Co., Ltd

Announcement of asset sale

1. Transaction overview
(1) Basic information
According to the needs of operation and development, Jilin Tianzheng Biotechnology Co., LTD. (hereinafter referred to as the "Company") intends to transfer 100% of the equity of its wholly-owned subsidiary, Jilin Xintiandi Fertilizer Co., LTD. (hereinafter referred to as "Xintiandi Fertilizer"), to Jilin Province Yuanshengda Trading Co., LTD., at a transfer price of 15,873,727.29 yuan. After the transfer of equity, the Company no longer holds the equity of the newly added fertilizer industry and no longer has the control. Jilin Province Yuanshengda Trading Co., Ltd. has no relationship with the Company.

(2) Whether it constitutes a major asset reorganization
This transaction does not constitute a material asset reorganization.
According to Article 2 of the Administrative Measures for Material Assets Reorganization of Non-listed Public Companies, the purchase or sale of assets by a public company and its holding or controlled companies meet one of the following standards, constituting a material assets reorganization:
(1) The total amount of assets purchased or sold accounts for more than 50 percent of the total amount of assets at the end of the audited consolidated financial statements of the public company for the most recent fiscal year;
(2) The ratio of the net assets purchased or sold to the net assets of the public company at the end of the audited consolidated financial statements of the most recent fiscal year shall be more than 50 percent, and the ratio of the total assets purchased or sold to the total assets at the end of the audited consolidated financial statements of the public company at the most recent fiscal year shall be more than 30 percent."
Article 40 of the Measures for the Management of Material Assets Reorganization of Non-listed public Companies stipulates: "When calculating the proportion specified in Article 2 of these Measures, the following provisions shall be observed:
(1) If the purchased assets are equity, and the purchase of equity leads to the public company acquiring the controlling shares of the invested enterprise, the total assets of the invested enterprise shall be the higher of the total assets of the invested enterprise and the transaction amount, and the net assets shall be the higher of the net assets of the invested enterprise and the transaction amount; If the public company loses the controlling shares of the invested enterprise due to the sale of equity, its total assets and net assets shall be based on the total assets and net assets of the invested enterprise respectively.
Except as provided in the preceding paragraph, if the assets purchased are equity, the total and net assets of the assets shall be subject to the transaction amount; If the assets sold are equity, the total and net assets of the assets shall be based on the book value of the equity."
There has been no sale of the related or the same asset in the last 12 months. The total assets of the company at the end of the consolidated financial statements audited by Zhongxi Accounting Firm (Special general Partnership) in 2023 were RMB 475,705,905.88, and the total equity attributable to the parent company was RMB 347,330,875.64. In the financial statements (unaudited) as of November 30, 2024, the total assets of the company were RMB16,784,500.89 and the equity attributable to the subsidiary was RMB15,873,727.29; According to the relevant provisions of the Measures for the Management of Material Assets Reorganization of Non-Listed Companies, the total assets sold accounted for 3.53% of the total assets at the end of the audited consolidated financial statements of the public company in the most recent fiscal year. The ratio of the net assets sold to the net assets at the end of the audited consolidated financial statements of the public company for the most recent fiscal year was 4.57%.
In summary, the sale of assets does not meet the standards for material asset restructuring and does not constitute material asset restructuring

(3) Whether it constitutes an affiliated transaction
This transaction does not constitute an affiliated transaction.
(4) Deliberations and voting
According to the Articles of Association of the Company, the sale of assets does not need to be submitted to the Board of Directors for consideration, and after the consideration of the Company's management, the Chairman of the Board made the decision of the Chairman on December 23, 2024, to proceed with the sale of assets.
(5) Whether the subject of the transaction has carried out or intends to carry out private investment activities
The subject matter of this transaction does not involve carrying out or planning to carry out private investment activities, has not been registered with the Asset Management Association of China as a private fund manager, and will not change the company's main business to private fund management business.
(6) The subject matter of the transaction does not belong to other enterprises with financial attributes
The subject of this transaction does not belong to small loan companies, financing guarantee companies, financial leasing companies, commercial factoring companies, pawn companies, Internet finance companies and other enterprises with financial attributes.

2. The situation of the counterparty
1. Legal persons and other economic organizations
Name: Jilin Province Yuanshengda Trading Co., LTD
Address: No.1805, Building 3, Hongcheng International Garden Community, 88 Nanhu Road, Nanguan District, Changchun City
Registered address: No.1805, Building 3, Hongcheng International Garden Community, 88 Nanhu Road, Nanguan District, Changchun City
Registered capital: 500,000 yuan
Main business: General project: feed additive sales; Feed raw material sales; Food additive sales; Sales of special chemical products (without hazardous chemicals); Lime and gypsum sales; Sales of coal and products; Biomass molding fuel sales; Sales of formula food for special medical purposes; Health food (pre-packaged) sales; Sales of non-metallic minerals and products; General merchandise sales; Sales of forestry products; Sales of agricultural and sideline products; Sales of chemical products (excluding licensed chemical products); Internet sales (except sales of goods that require a license); Sales of petroleum products (without hazardous chemicals); Cosmetics wholesale; Wholesale of aquatic products; Wholesale of edible agricultural products; Fresh meat wholesale; Domestic trade agency; Trade brokerage; Sales agent; Labor service (excluding labor dispatch); Packaging services; Technology import and export; Import and export of goods; Food import and export; Technical service, technology development, technology consultation, technology exchange, technology transfer, technology dissemination; Marketing planning; Conference and
Exhibition services; Enterprise management; Information consulting services (excluding licensed information consulting services); Project planning and public relations services; Advertising design, agency; Market research (excluding foreign research). (In addition to the items subject to approval according to law, independently carry out business activities according to law with the business license) Licensed items: food sales. (For projects subject to approval according to law, business activities can only be carried out after approval by relevant departments, and specific business projects shall be subject to approval documents or license certificates of relevant departments)
Legal representative: Lin Yongchang
Controlling shareholder: Lin Yongchang
Actual controller: Lin Yongchang
Credit status: not the person who is executed for breach of trust

3. The subject matter of the transaction
(1) Basic information about the subject matter of the transaction
1. Name of the transaction object: 100% equity of Jilin Xintiandi Fertilizer Co., LTD
2. Transaction subject category: □ Fixed assets □ Intangible assets √ Equity assets □ Others
3, the location of the transaction object: 167-1 (office building) Changbaishan Street, Hebei Street, Jiahe City, Jilin Province
4. Other information about the transaction object
Before the completion of the equity transaction, the equity structure of the target company is: Jilin Tianzheng Biotechnology Co., Ltd. holds 100% of the equity.
After the completion of the equity transaction, the equity structure of the target company is: Jilin Province Yuanshengda Trading Co., Ltd. holds 100% of the equity.
(2) Ownership of the underlying assets traded
The property rights of the subject matter of the transaction are clear, there is no mortgage, pledge and any other restriction on transfer, there is no litigation, arbitration matters or judicial measures such as seizure and freezing, and there is no obstruction of the transfer of ownership.
(3) The sale of equity leads to changes in the scope of the consolidated statements of the listed company
After the completion of this transaction, the Company will no longer hold an equity interest in New Land Fertilizer. This equity transfer will lead to changes in the scope of the company's consolidated financial statements, and after the completion of the transaction, the company will no longer be included in the scope of the company's consolidated financial statements.

4. Pricing situation
(1) Financial information and audit evaluation of the subject matter of the transaction
As at November 30, 2024, the total assets of the underlying company were $16,784,500.89 and the net assets were $15,873,727.29. The target company is unaudited.
(2) Pricing basis
The pricing of this transaction is carried out by both parties in accordance with the commercial principles of voluntariness, equality, mutual benefit, fairness and fairness, and the transaction price is agreed by both parties through equal and voluntary consultation.
(3) Fairness of transaction pricing
The pricing of this transaction follows the principle of fair, equitable and reasonable pricing, and is determined by both parties on the basis of equality, voluntariness and consensus. The price is fair and does not harm the interests of the company and shareholders, especially minority shareholders.

5. Main contents of the transaction agreement
(1) Main contents of the transaction agreement
According to the needs of operation and development, Jilin Tianzheng Biotechnology Co., LTD. (hereinafter referred to as the "Company") intends to transfer 100% of the equity of its wholly-owned subsidiary, Jilin Xintiandi Fertilizer Co., LTD. (hereinafter referred to as "Xintiandi Fertilizer"), to Jilin Province Yuanshengda Trading Co., LTD., at a transfer price of 15,873,727.29 yuan. After the transfer of equity, the Company no longer holds the equity of the newly added fertilizer industry and no longer has the control. Jilin Province Yuanshengda Trading Co., Ltd. has no relationship with the Company.
(2) Other information about the transaction agreement
None.

6. Transaction purpose, existing risks and impact on the company
(I) The purpose of this transaction
This transaction is in line with the company's development needs, helps the company optimize the asset situation, and is conducive to the company's control of business risks.
(2) Risks existing in this transaction
This equity transaction does not harm the interests of the Company and shareholders, and has no material adverse impact on the company's financial condition, operating results and business integrity.
(3) The impact of this transaction on the operation and finance of the Company
This transaction will not have a material adverse impact on the company's financial condition or business activities, and there is no harm to the company's interests.

7. File directory for reference
Chairman's Decision

Jilin Tianzheng Biotechnology Co., LTD
Board of directors
December 23, 2024