Jiangnan Red Arrow: Announcement on Adjusting the Ownership Structure of Jiangxi Shentian Carbon Co., Ltd., a wholly-owned subsidiary

Stock code: 000519 Securities abbreviation: Jiangnan Red Arrow Bulletin No.: 2016-89
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.
On October 28, 2016, Hunan Jiangnan Hongjian Co., Ltd. (hereinafter referred to as “the company”) held the 30th meeting of the 9th Board of Directors, and reviewed and approved the adjustment of the equity of Jiangxi Shentian Carbon Co., Ltd., a wholly-owned subsidiary. Structure of the motion. The board of directors of the company agreed to transfer the 30% equity of Jiangxi Shentian Carbon Co., Ltd. (hereinafter referred to as “Jiangxi Shentian”) held by Shenzhen Zhongnan Diamond Co., Ltd. (hereinafter referred to as “Shenzhen Zhongnan”), a wholly-owned subsidiary, to the company. Zhongnan Diamond Co., Ltd. (hereinafter referred to as “Zhongnan Diamond”), a wholly-owned subsidiary of the company, will directly hold 100% equity of Jiangxi Shentian after the adjustment of its shareholding structure.
The transfer of equity of the subsidiary is an internal decision-making matter. According to the “Articles of Association” and other relevant regulations, the above matters need not be submitted to the company's shareholders meeting for consideration. The internal equity transfer does not constitute a connected transaction, nor does it constitute a major asset restructuring as stipulated in the Measures for the Administration of Major Asset Restructuring of Listed Companies.

I. The basic situation of the equity transfer
1.Zhongnan Diamond Co., Ltd. Company Name: Zhongnan Diamond Co., Ltd. Date of Establishment: January 8, 2004 Business Type: Limited Liability Company (unowned by non-natural person investment or holding company)
Address: Legal representative of Zhongnan Company, Fangcheng County, Henan Province: Li Yushun Registered Capital: RMB 171998.8111 million Unified Social Credit Code M
Business Scope: Superhard materials and their tools, production and sales of high-performance abrasives and abrasive tools (except for the above-mentioned project laws, regulations, and decisions of the State Council that must be approved for operation); the export business of self-produced products and technologies of the enterprise And the import business of mechanical equipment, spare parts, raw and auxiliary materials and technology required by the enterprise, except for goods and technologies that are restricted or restricted by the state-limited company. (Projects subject to approval according to law may be approved by relevant departments. Carry out business activities).
2. Shenzhen Zhongnan Diamond Co., Ltd. Company Name: Shenzhen Zhongnan Diamond Co., Ltd. Date of Establishment: April 15, 2008 Enterprise Type: Limited Liability Company (legal-owned)
Address: The first floor of the first floor of No. 164, Pingxin North Road, Hehualing, Pinghu Street, Longgang District, Shenzhen, China: Wang Siqing Unified Social Credit Code T
Second, the proposed transfer of equity
The subject matter of this transaction is 30% equity of Jiangxi Shentian. The above targets do not have mortgage, pledge or third party rights. There are no major disputes, litigation or arbitration involving related assets, and there are no judicial measures such as sealing up and freezing. There is no transfer of credits and debts in this equity transfer.
Company Name: Jiangxi Shentian Carbon Co., Ltd. Date of Establishment: February 28, 2006 Business Type: Other Limited Liability Company Address: Fengxin Industrial Park, Fengxin County, Yichun City, Jiangxi Province Legal Representative: Liu Huiyuan Registered Capital: RMB 48 million Yuan unified social credit code L
Business scope: production and sales of graphite products, high-purity graphite, electric grade, silicon carbide, diamond materials, and furnace materials (excluding dangerous goods) (projects subject to approval according to law, and can be operated after approval by relevant departments)
Main financial indicators: As of December 31, 2015, Jiangxi Shentian's total assets were 145,503,300 yuan, total liabilities were 28,205,200 yuan, and total net assets were 11,73,100,000 yuan. In 2015, the company realized an operating income of 163,659,900 yuan and a net profit of 19,853,400 yuan.
As of September 30, 2016, Jiangxi Shentian's total assets were 149,211,100 yuan, total liabilities were 27,715,700 yuan, and total net assets were 12,196,140 yuan. From January to September 2016, the company realized an operating income of 94,338,200 yuan and a net profit of 4,661,300 yuan.
Third, the main content of this equity transfer
The company intends to transfer the 30% equity of Jiangxi Shentian held by Shenzhen Zhongnan, a wholly-owned subsidiary, to Zhongnan Diamonds without charge. After the adjustment of the shareholding structure, Zhongnan Diamond will directly hold 100% of the equity of Jiangxi Shentian.
IV. Equity structure before and after this equity transfer
Before the equity transfer, the shareholding structure of the company and the above-mentioned wholly-owned subsidiaries are as follows: After the completion of this equity transfer, the shareholding structure of the company and the above-mentioned wholly-owned subsidiaries are as follows: V. The impact of this equity transfer on the company
The purpose of the internal transfer of the equity of this subsidiary is mainly to further optimize the company's shareholding structure, improve the efficiency of decision-making, and promote the industrial restructuring, product upgrading and professional development of the company's business segments.
After the completion of this equity transfer, Zhongnan Diamond will directly hold 100% equity of Jiangxi Shentian. The scope of the company's consolidated statements has not changed.
VI. Documents for reference
Resolution of the 30th meeting of the 9th Board of Directors of the company.

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