Securities abbreviation: Shanghai Zhezhong Group Co.Ltd(002346) securities code: 002346 Announcement No.: 2022-09 Shanghai Zhezhong Group Co.Ltd(002346)
Announcement on signing the restructuring framework agreement of Guojing (Jiaxing) Semiconductor Co., Ltd
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Special tips:
1. The framework agreement signed this time is based on the preliminary intention of each partner and does not involve specific amount. The detailed restructuring plan and implementation method need to be further implemented and clarified, and will be agreed in the formal contract. 2. The company will perform the corresponding approval procedures and information disclosure obligations according to the follow-up progress of the reorganization. Please pay attention to the investment risks.
1、 Overview of framework agreement
According to the national requirements on relevant industry integration and resource sharing, in order to promote resource integration, achieve the goal of energy conservation and consumption reduction, reduce competition in the same industry and optimize allocation, and in view of the establishment of Guojing (Jiaxing) Semiconductor Co., Ltd. (hereinafter referred to as “Guojing semiconductor”), a subsidiary of Shanghai Zhezhong Group Co.Ltd(002346) (hereinafter referred to as “the company” or ” Shanghai Zhezhong Group Co.Ltd(002346) “), in December 2018, At present, the 300mm silicon wafer automatic production line has been put into mass production. In order to concentrate on expanding and strengthening the 300mm monocrystalline silicon wafer industry, Nanhu District Development and Reform Bureau of Jiaxing issued a letter: under the guidance of the linkage service of development and reform departments at all levels and with the consent of the government, the equity of Guojing (Jiaxing) Semiconductor Co., Ltd. is restructured to promote the effect of industrial scale, Enhance comprehensive competitiveness.
According to the above requirements, based on the principles of concentrating resources to expand and strengthen 300mm monocrystalline silicon wafer industry, strong combination, complementary advantages, mutual benefit and equal cooperation, the company, Shanghai Kangfeng Investment Management Co., Ltd. and jinruihong Microelectronics (Quzhou) Co., Ltd. (hereinafter referred to as “jinruihong microelectronics”) Jiaxing Kangjing semiconductor industry investment partnership (limited partnership) (hereinafter referred to as “Kangjing industrial investment”) signed the restructuring framework agreement on Guojing (Jiaxing) Semiconductor Co., Ltd. to restructure the equity of Guojing semiconductor (hereinafter referred to as “this restructuring”).
After the restructuring of Guojing semiconductor and Guojing Kangjing semiconductor, the government held 346.58% of the equity of Guojing semiconductor and other indirect shareholders of Guojing Kangjing}.
2、 Introduction to the signatories of the framework agreement
(I) jinruihong Microelectronics (Quzhou) Co., Ltd
Securities abbreviation: Shanghai Zhezhong Group Co.Ltd(002346) securities code: 002346 Announcement No.: 2022-09 1. Registered address: Building 9, No. 52, Panlong South Road, green industry cluster district, Quzhou City, Zhejiang Province
2. Unified social credit Code: 91330800ma29uytc8n
3. Registered capital: 4580 million yuan
4. Date of establishment: September 19, 2018
5. Legal representative: Wang minwen
6. Major shareholders: Hangzhou Lion Electronics Co.Ltd(605358) holding 45.41%; Zhejiang jinruihong Technology Co., Ltd. 10.94%.
7. Business scope: R & D, production and sales of semiconductor silicon wafers, microelectronic materials, composite semiconductor materials and semiconductor devices; Integrated circuit design; Research and development of electronic products; Data processing services; Technology transfer and technical consultation; Import and export of goods and technologies (except those restricted by laws and regulations, those that should obtain a license shall operate with a license). (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments) (II) Jiaxing Kangjing semiconductor industry investment partnership (limited partnership)
1. Registered address: room 293, building 2, No. 3339 linggongtang Road (Jiaxing Science and technology city), Nanhu District, Jiaxing City, Zhejiang Province
2. Unified social credit Code: 91330402ma2cww6q4e
3. Registered capital: 75 million yuan
4. Date of establishment: August 20, 2019
5. Executive partner: Zhejiang Financial Holding Capital Management Co., Ltd
6. Business scope: industrial investment. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
(III) Shanghai Kangfeng Investment Management Co., Ltd
1. Registered address: Room 102, No. 1588, Huhang highway, Zhelin Town, Fengxian District, Shanghai
2. Unified social credit Code: 91310120746525399k
3. Registered capital: 80 million yuan
4. Date of establishment: January 21, 2003
5. Legal representative: Lu Renjun
6. Business scope: industrial investment, asset management, investment information consulting, business information consulting, electromechanical equipment, decoration materials, hardware, household appliances, metal materials, electronic products, instruments and meters, department stores, computers and accessories wholesale and retail, electromechanical equipment manufacturing, processing (limited to branch operation), installation and maintenance.
Securities abbreviation: Shanghai Zhezhong Group Co.Ltd(002346) securities code: 002346 Announcement No.: 2022-09 [for projects subject to approval according to law, business activities can be carried out only with the approval of relevant departments]
3、 Main contents of the framework agreement
1. The signatories of the agreement intend to restructure the equity structure of Guojing semiconductor. After the reorganization, jinruihong microelectronics holds 58.69% equity of Guojing semiconductor and Kangjing industrial investment holds 41.31% equity of Guojing semiconductor. Shanghai Zhezhong Group Co.Ltd(002346) , government industry support fund and other shareholders indirectly hold the equity of Guojing semiconductor through Kangjing industrial investment.
2. After the framework agreement takes effect, the parties to the agreement shall, as soon as possible before February 28, 2022, adopt the above-mentioned restructuring plan through their internal decision-making bodies, and sign a formal equity transfer agreement in accordance with the provisions of relevant laws, regulations and normative documents such as the civil code of the people’s Republic of China, the company law of the people’s Republic of China and so on.
3. The parties to the agreement agree to hire an accounting firm and asset evaluation institution with securities practice qualification to audit and evaluate Guojing semiconductor on the base date of December 31, 2021, and negotiate the transfer price and other matters based on the above audited and evaluated data.
4、 Impact on Listed Companies
If the reorganization is successfully completed, the company will indirectly hold the equity of Guojing semiconductor through Kangjing industrial investment, and the company will no longer control Guojing semiconductor.
5、 Risk tips
The company signed this time is only a framework agreement, which still needs to sign a formal equity transfer agreement based on the audit and evaluation of accounting firms and asset evaluation institutions, and the transaction matters are still uncertain.
The formal contract signing of this transaction still requires all signatories to perform the review procedures, and there is still uncertainty risk in the final implementation of this transaction.
6、 Other relevant instructions
1. Changes in shareholding of controlling shareholders, shareholders holding more than 5% and directors, supervisors and senior managers of listed companies within three months before the signing of the agreement
The shareholding of the controlling shareholder of the company has not changed within three months before the signing of the agreement; Shanghai Guosheng Capital Management Co., Ltd. – Shanghai Guosheng Haitong equity investment fund partnership (limited partnership), a shareholder holding more than 5% of the company, reduced 4.2 million shares of the company.
2. In the next three months, the company’s controlling shareholders, shareholders holding more than 5% of the shares, and the plans for the release of restricted shares held by Dong Jiangao and the reduction of shares
Securities abbreviation: Shanghai Zhezhong Group Co.Ltd(002346) securities code: 002346 Announcement No.: 2022-09 in the next three months, the company will not lift the restrictions on the sale of restricted shares held by controlling shareholders, shareholders holding more than 5% and Dong Jiangao. As of the disclosure date of this announcement, the company has not received the share reduction plan of controlling shareholders, other shareholders holding more than 5% shares and directors, supervisors and senior management in the next three months. If relevant personnel plan to implement the share reduction plan in the future, the company will timely fulfill the obligation of information disclosure in accordance with relevant regulations.
7、 Documents for future reference
1. Framework agreement on restructuring of Guojing (Jiaxing) Semiconductor Co., Ltd;
2. Letter of Jiaxing Nanhu District Development and Reform Bureau on equity restructuring of Guojing semiconductor;
3. Letter of commitment issued by Hangzhou Lion Electronics Co.Ltd(605358) ;
4. Investment agreement on the construction of a project with an annual output of 4.8 million 300 mm silicon wafers.
It is hereby announced.
Shanghai Zhezhong Group Co.Ltd(002346) board of directors February 7, 2002
