Tantech Holdings Ltd (TANH)

[littlejohn]

TANH some recent 20-F filing info,

On April 18, 2025, the Group entered into an equity acquisition agreement with a third party, under which the Group purchased an 85% equity interest in Xintong International Trading Limited (“Xintong”) for consideration of approximately $66.9 million (RMB488.0 million), consisting of the first tranche payment totaling $46.0 million (RMB335.7 million) settled by April 25, 2025, the second tranche of $13.0 million (RMB95.0 million) in the form of a convertible note issued by April 30, 2025, and the remaining balance shall be paid in cash before September 30, 2025. Xintong owns 100% equity interests in Shanghai Senhuixin technology Co., Ltd, a PRC holding company, which owns 30% equity interest in Shandong Liansen Development Co., Ltd (“Shandong Liansen”). Shandong Liansen owns and manages certain land use rights, and forest and plants that can be used for Chinese herbal medicine cultivation and flower cultivation
F-34


https://www.otcmarkets.com/filing/html?id=18472375&guid=_kZ-kqSU23UnChh

Equity Transfer and Acceptance

1.1. Party A agrees to transfer to Party B [85]% of the equity interest in the Target Company held by Party A and all shareholder rights and obligations corresponding to such equity interest (including any such shareholder rights and obligations to the Target Company’s direct and indirect subsidiaries and their properties) (hereinafter referred to as the “Target Equity Interest”) in accordance with the provisions of this Agreement, and Party B agrees to acquire the Target Equity Interest in accordance with the provisions of this Agreement.

II. Equity Transfer Price and Payment

2.1 The “Valuation Report” of all shareholders’ equity of Xintong International Trade Co., Ltd. issued by Fujian Hongyuan Asset Appraisal and Real Estate Valuation Co., Ltd., Minhong Pingbao (2025) Zi Zi No. Z0002, the valuation base date: April 15, 2025, the valuation conclusion: on the valuation base date, the valuation was conducted using a recognized valuation method, and the value of the Target Company was RMB 1,148,325,500 (the amount in words: RMB One Billion One hundred Forty Eighty Million Three Hundred Twenty Five Thousand and Five Hundred). Since the equity interest to be acquired by Party B is in effect a minority interest in the operating company held by the Target Company, upon consultation of Party A and Party B, the value of the Target Company shall be RMB 574,162,750 (the amount in words: RMB Five Hundred Seventy Four Million One Hundred Sixty Two Thousand Seven Hundred and Fifty) as determined based on the agreed-upon price of the Target Company.

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2.2 The Parties agree that the total purchase price for the Target Equity Interest (the “Purchase Price”) shall be RMB 488,038,338 (the amount in words: RMB Four Hundred Eighty Eight Million Thirty Eight Thousand Three Hundred and Thirty Eight).

2.3 Parties A and B agree that the Purchase Price shall be paid as follows:

2.3.1 Party B shall pay RMB 335.7 million in the form of accounts receivable of its affiliated companies before April 25, 2025;

2.3.2 Party B shall pay RMB 95.0 million by issuing a convertible note before April 30, 2025.

2.3.2.1 Party A may notify Party B of the conversion six months after the issuance of the convertible note.

2.3.2.2 The share price at which the convertible note will be converted into shares shall be 80% of the average closing price of the commons shares of Tantech Holdings Ltd in the 5 trading days prior to Party A issuing the conversion notice.

2.3.2.3 Party B shall have Tantech Holdings Ltd issue shares to Party A or a third party designated by Party A within 2 working days after receiving a conversion notice from Party A.

2.3.2.4 At the request of Party A, Party B agrees to issue the above-mentioned convertible note to Party A’s designated affiliated companies.

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2.3.2.5 The maturity date of the convertible note shall be April 30, 2026. Tantech Holdings Ltd may repay the convertible note in installments in cash in addition to issuing shares. If the convertible note is repaid in cash, interest on the principal payment shall be charged at 6% per annum and calculated on a daily basis.

2.3.3 The remaining balance shall be paid in cash in installments before September 30, 2025.