Shengquan Group: Announcement on the absorption of mergers by subsidiaries

The company and all members of the board of directors guarantee the truthfulness, accuracy and completeness of the contents of the announcement, and there are no false records, misleading statements or major omissions, and bear individual and joint legal responsibility for the authenticity, accuracy and completeness of the contents.

First, the transaction overview

(1) Basic situation

In order to implement the company's development strategy, the company's subsidiaries and related industries are adjusted and integrated to reduce management costs and improve operational efficiency. According to the Company Law, the Articles of Association and other relevant regulations, the company is wholly-owned. Jinan Shengquan Beijin Ceramic Filter Co., Ltd. (hereinafter referred to as “Jinan Beijin”) intends to absorb the joint venture company Jinan Runyuan Ceramics Partnership (hereinafter referred to as “Runyuan Partnership”) and cancel the Runyuan Partnership qualifications.

This merger does not constitute a major asset restructuring.

(II) Review and voting

On September 14, 201, the 13th meeting of the sixth board of directors of the company voted with 7 votes in favor, 0 votes against, and 0 abstentions. "About Jinan Shengquan Beijin Ceramic Filter Co., Ltd. absorbed and merged Jinan Runyuan ceramic products. The proposal of the partnership. According to the "Articles of Association" and related regulations, this acquisition does not need to be reviewed and approved by the shareholders' meeting.

(3) Other approvals and related procedures required for the transaction to take effect

After the completion of the merger and acquisition, it is necessary to go through the formalities for industrial and commercial changes with the local industrial and commercial administration.

Second, the basic situation of both parties

(1) Merger: Jinan Shengquan Double Ceramic Filter Co., Ltd.

Address: Jinqi City Zhangqiu Chemical Industrial Park

Registered capital: $4.65 million

Legal representative: Zhu Jianxun

Business License No

Business scope: R & D, production of thermal insulation riser, foam ceramic filter series products; provide after-sales technical services, transfer related technology, sales of products produced by the company.

Date of establishment: August 11, 204

Shareholder composition and control: The company holds 100% of the shares, of which the company directly holds 55 shares, and the company's wholly-owned subsidiary Shengquan Hong Kong Co., Ltd. holds 45%.

(II) Merged party: Jinan Runyuan Ceramics Partnership (limited partnership)

Address: 2000 meters north of Gangzi Village, Lushan Industrial Park, Mingshui Town, Zhangqiu City, Jinan City

Subscription capital: 1.2 million yuan

Executive Partner: Wang Jun

Business License No

Business scope: development and sales of ceramic products.

Date of establishment: March 14, 204

Shareholder composition and control: The company holds 75 shares, Wang Jun holds 20 shares, and Wang Hongqin holds 5%.

Third, the pricing situation

This merger and acquisition is the merger of the same controller, Jinan Beijin is the company's wholly-owned subsidiary, Runyuan Partnership is the company's holding subsidiary, according to relevant regulations, to absorb the merger base date August 31, 2015 The audited net assets of the merged party are absorbed and combined as reference.

According to the audit report of Lu Dao Qin, issued by Shandong Daoqin Certified Public Accountants Co., Ltd. [215 No. 180 audit report, the audit benchmark date was August 31, 205, and the net assets of Runyuan Partners was RMB 554,400.

Fourth, the way, scope and related arrangements for the merger

(1) Jinan Beijin merged all the assets, liabilities and business of Runyuan Partnership by means of overall absorption and merger. After the completion of the merger, Jinan Beyond continued to operate, and the independent legal person qualification of Runyuan Partnership was cancelled.

(2) The gains and losses arising during the completion of the merger shall be borne by Jinan.

(3) After the completion of the merger, all assets of Runyuan Partnership, including but not limited to fixed assets and current assets, are merged into Jinan Bijin; all the creditor's rights and debts of Runyuan Partnership are inherited by Jinan.

(4) The parties prepare a balance sheet and a list of assets, and perform the notification to the creditors and the announcement procedures.

(5) The two parties will actively cooperate to complete the transfer of all assets of Runyuan Partnership to the merging party, and handle the procedures for asset transfer procedures and ownership change of related assets.

(VI) After the completion of the merger, all employees of Runyuan Partnership will be accepted by Jinan Beijing Management.

(VII) The two parties to the merger will each perform their respective statutory approval procedures. Upon approval, they will sign the Equity Transfer Agreement and the Absorption and Consolidation Agreement, and implement the merger and acquisition procedures.

(8) The parties shall perform laws, administrative regulations or other procedures prescribed by the State Council.

V. The impact of mergers and acquisitions on the company

(1) This merger and acquisition is beneficial to the company to reduce operating and management costs, improve operational efficiency, facilitate the optimal allocation of production resources, and conform to the company's development strategy, which will have a positive impact on the company's development.

(2) Runyuan Partnership is a holding company of the company, its financial statements have been included in the scope of the company's consolidated statements, and its physical quantity is too small. Therefore, this merger will not have a greater impact on the company's financial status. Will not harm the interests of the company and shareholders.

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