Tianfangbiao (871753): The Latest Announcement To Purchase 100% Of The Equity Of The Dairy Monitoring Center Held By The Counterparty

Tianfangbiao (871753) recently released an announcement, Tianfangbiao Testing and Certification Co., Ltd. (hereinafter referred to as "Tianfangbiao", "listed company" or "company") signed a contract with Tianjin Food Group Co., Ltd. (hereinafter referred to as "Food Group", "counterparty") on January 12, 2024 According to the Agreement between Tianjin Food Group Co., Ltd. and Tianfangbiao Testing and Certification Co., Ltd. on Transfer of 100% Equity of Tianjin Dairy Food Monitoring Center Co., Ltd., the company intends to purchase 100% equity of Tianjin Dairy Food Monitoring Center Co., Ltd. (hereinafter referred to as "Dairy Monitoring Center") held by the counterparty with its own or self raised funds of 42270993.38 yuan. After the completion of this transaction, Tianfangbiao will hold 100% equity of Dairy Monitoring Center.

The Dairy Monitoring Center is mainly engaged in food testing business. This transaction will further expand the scope of detection business and detection capability of listed companies, improve the business scale and customer scope of listed companies, and help to stabilize the performance fluctuations of listed companies caused by cyclical fluctuations in a single industry.

The equity ownership of the subject matter of the transaction is clear, and there is no mortgage, pledge or any restriction on transfer, no major dispute, litigation or arbitration involving the equity, and no other circumstances impeding the transfer of ownership, such as sealing up, freezing and other judicial measures.

With reference to the Asset Appraisal Report issued by Huaxia Jinxin (Huaxia Jinxin Pingbao Zi [2003] No. 370), this transaction is based on the appraisal value of 42270993.38 yuan of the total equity of the target company's shareholders on the benchmark date of the appraisal. Through consultation, both parties of the transaction jointly determined that the price at which the company intends to acquire 100% of the target company's equity is 42270993.38 yuan.

Both parties to the transaction take the results of the evaluation report as the pricing basis of the equity transfer price. After further negotiation and confirmation, it is the true expression of the will of both parties to the transaction, which is legally binding, without major misunderstanding, etc. The pricing is fair and reasonable, and there is no damage to the interests of the company and shareholders. The appraisal institution employed by the Company is independent, the appraisal assumptions in the relevant appraisal report are reasonable, the appraisal method is relevant to the appraisal purpose, and the appraisal results as the pricing basis of this transaction are fair and reasonable.

Prior to this transaction, the listed company was a comprehensive third-party inspection and testing service group integrating inspection and testing and related technical services, with business scope covering consumer goods, medical devices, industrial products and other industries. The target company that the company plans to acquire this time is mainly engaged in food testing business, which is a company in the same industry as the listed company, with some differences in the specific business scope. After the completion of this transaction, the listed company will hold 100% of the equity of the dairy monitoring center, expand the scope and capability of the listed company's detection business, and improve the business scale and customer scope of the listed company. The listed company will sort out the original customer resources of both parties, promote business collaboration, and use the existing customer base to assist the other party in customer development to achieve cross expansion of business and promote the improvement of business volume of both parties. This transaction conforms to the current market demand and the overall business development strategy, is conducive to the long-term development of the main business of the listed company in the future, and conforms to the long-term interests of all shareholders of the listed company.

The counterparty of this transaction, Food Group, is a related party controlled by the indirect controlling shareholder of the listed company, and both the target company and the listed company are engaged in inspection and testing business, but there are differences in specific business areas. After the completion of this transaction, it will help the listed company eliminate potential horizontal competition.

According to the data, the main business of Tianfangbiao involves the quality inspection and technical consultation of textiles, clothing, protective articles, shoes, bags, plush toys and other products, and has a certain influence in the functional testing of knitted products and fabrics in China.