Securities code: 300390 securities abbreviation: Suzhou Ta&A Ultra Clean Technology Co.Ltd(300390) Announcement No.: 2022-027 Suzhou Ta&A Ultra Clean Technology Co.Ltd(300390)
Announcement on the acquisition of minority interests in holding subsidiaries
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
Important content tips:
1. Suzhou Ta&A Ultra Clean Technology Co.Ltd(300390) (hereinafter referred to as "the company" or " Suzhou Ta&A Ultra Clean Technology Co.Ltd(300390) ") intends to acquire 7.00% equity held by minority shareholders of Yibin Tianyi lithium industry science and Innovation Co., Ltd. (hereinafter referred to as "Tianyi lithium industry" or "the target company") with cash, Among them, it is proposed to purchase 4.50% equity of Tianyi lithium industry held by Ningbo Hanyi investment partnership (limited partnership) (hereinafter referred to as "Hanyi investment") at the price of 630 million yuan, Acquire 2.50% equity of Tianyi lithium industry (hereinafter referred to as "this transaction" or "this equity transfer") held by Chaoxing venture capital partnership (limited partnership) (hereinafter referred to as "Chaoxing venture capital") in Ningbo Meishan free trade port area at the price of 350 million yuan.
2. This transaction does not constitute a connected transaction, nor does it constitute a major asset reorganization as stipulated in the measures for the administration of major asset groups of listed companies.
3. This transaction has been submitted to the 22nd Meeting of the 5th board of directors of the company for deliberation and approval in accordance with the Listing Rules of gem shares of Shenzhen Stock Exchange and the articles of association. It is not necessary to submit it to the general meeting of shareholders of the company for deliberation.
1、 Transaction overview
1. Based on the confidence in the future development of Tianyi lithium industry, in order to further strengthen the layout of the company's lithium battery material business field, improve the efficiency of management decision-making and enhance the sustainable profitability, the company plans to acquire 4.50% equity of Tianyi lithium industry held by Han Yi investment, a minority shareholder of Tianyi lithium industry, a holding subsidiary, and 2.50% equity of Tianyi lithium industry held by Chaoxing venture capital in cash, In total, it is proposed to acquire 7.00% equity of minority shareholders of Tianyi lithium (hereinafter referred to as "target equity"). The final transaction consideration of this equity transfer is 980 million yuan, including 630 million yuan for the 4.50% equity of Tianyi lithium held by Hanyi investment and 350 million yuan for the 2.50% equity of Tianyi lithium held by Chaoxing venture capital.
2. The company held the 22nd Meeting of the 5th board of directors on February 8, 2022, which deliberated and passed the proposal on the acquisition of minority equity of holding subsidiaries and other proposals related to this equity transfer. The board of directors of the company agreed to this equity transfer and agreed to sign relevant equity transfer agreements with Hanyi investment and Chaoxing venture capital on this equity transfer. This transaction is within the approval authority of the board of directors of the company and does not need to be submitted to the general meeting of shareholders of the company for deliberation. Up to now, this transaction has obtained all internal and external approvals and authorizations required for implementation.
3. Prior to this transaction, Tianyi lithium was a holding subsidiary of the company, and the company held 68% of the equity of Tianyi lithium. The equity structure of Tianyi lithium is as follows:
Serial number shareholder name registered capital contribution proportion contribution method
(10000 yuan)
1 Suzhou Ta&A Ultra Clean Technology Co.Ltd(300390) 47600.00 68.00% currency
2 Contemporary Amperex Technology Co.Limited(300750) 17500.00 25.00% currency
3 Ningbo Hanyi investment partnership (3150.00 yuan, 4.50% currency)
(partner)
4. Ningbo Meishan free trade port Chaoxing venture capital is 1750.00 2.50% currency
Partnership (limited partnership)
Total 70000.00 100.00%--
After the completion of this transaction, the company will increase the total equity of Tianyi lithium by 7% and hold 75% of Tianyi lithium. The equity structure of Tianyi lithium is as follows:
Serial number shareholder name registered capital contribution proportion contribution method
(10000 yuan)
1 Suzhou Ta&A Ultra Clean Technology Co.Ltd(300390) 52500.00 75.00% currency
2 Contemporary Amperex Technology Co.Limited(300750) 17500.00 25.00% currency
Total 70000.00 100.00%--
After the completion of this transaction, Tianyi lithium is still a holding subsidiary of the company, which does not affect the scope of the company's consolidated statements. 4. This transaction does not constitute a related party transaction or a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies.
2、 Basic information of the counterparty
1. Hanyi investment
Enterprise name: Ningbo Hanyi investment partnership (limited partnership)
Unified social credit Code: 91330206ma281ard9g
Type: limited partnership
Date of establishment: December 18, 2015
Executive partner: Lai daopeng
Main business premises: f2459, zone a, Room 401, building 1, No. 88, Meishan Qixing Road, Beilun District, Ningbo City, Zhejiang Province
Business term: December 18, 2015 to December 17, 2035
Business scope: industrial investment and investment consulting (without the approval of financial and other regulatory authorities, it is not allowed to engage in financial businesses such as deposit taking, financing guarantee, customer financing, and capital collection (financing) from the public).
Contribution structure:
No. partner's subscribed capital contribution (10000 yuan) contribution proportion
1 Zhou Minghua 2997 99.9%
2 laidao collision 3 0.1%
Total 3000 100%
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2. Chaoxing venture capital
Enterprise name: Ningbo Meishan free trade port Chaoxing venture capital partnership (limited partnership)
Unified social credit Code: 91330206ma2aenu770
Type: limited partnership
Date of establishment: October 9, 2017
Executive partner: Huang Kun
Main business location: c1766, zone a, Room 401, building 1, No. 88, Meishan Qixing Road, Beilun District, Ningbo, Zhejiang Province
Business term: from October 9, 2017 to no fixed term
Business scope: general items: venture capital; (without the approval of the financial and other regulatory authorities, it is not allowed to engage in financial businesses such as deposit absorption, financing guarantee, customer financing, and capital collection (financing) from the public) (except for the projects that must be approved according to law, it shall independently carry out business activities according to law with its business license).
Contribution structure:
No. partner's subscribed capital contribution (10000 yuan) contribution proportion
1 Wu Cen 19800 99%
2 Huang Kun 200 1%
Total 20000 100%
Chaoxing venture capital has no relationship with the company and its top ten shareholders, directors and supervisors in terms of property rights, business, assets, creditor's rights and debts, personnel and other relationships that may or have caused the company to favor its interests, and is not a dishonest executee.
3、 Basic information of transaction object
1. Overview of the target company
Company name: Yibin Tianyi lithium industry science and Technology Innovation Co., Ltd
Unified social credit Code: 91511523ma64ckaa7b
Registered capital: 70 million yuan
Type: other limited liability companies
Date of establishment: November 19, 2018
Legal representative: Pei Zhenhua
Address: No. 99, Changxing Road, Jiang'an County, Yibin City, Sichuan Province
Business term: November 19, 2018 to November 18, 2038
Business scope: R & D, manufacturing and sales of lithium battery materials and lithium series products, new energy chemical products (excluding hazardous chemicals); Battery grade lithium hydroxide; Metal lithium (operated with valid license); Production, processing and sales of battery grade lithium carbonate, industrial grade lithium carbonate and other lithium series products and chemical products (excluding hazardous chemicals); And relevant technical research and promotion services, products, technology import and export business and consulting services. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
2. Main financial indicators of the target company in the latest year (Consolidation):
Unit: Yuan
Project December 31, 2021
Total assets 4906032855.00
Total liabilities 2431379908.56
Net assets 2474652946.44
Total receivables 482865861.97
Project year 2021
Operating income 2315989862.30
Operating profit 1275107485.64
Net profit 1081118782.31
Net cash flow from operating activities -236981.15
Note: the above data have been audited by Rongcheng Certified Public Accountants (special general partnership).
3. According to the asset appraisal report (Zhongshui Zhiyuan pingbao Zi [2022] No. 020075) (hereinafter referred to as the "asset appraisal report") issued by Zhongshui Zhiyuan Asset Appraisal Co., Ltd., as of the benchmark date of December 31, 2021, the appraised value of all shareholders' equity of the subject company was 14020 million yuan, Compared with the book net assets of 2474652900 yuan, the appraised value-added is 11545347100 yuan, with a value-added rate of 466.54%. The appraisal adopts income method and market method, and the appraisal conclusion adopts the appraisal result of income method.
4. The target company does not provide guarantee or financial assistance for others; The subject company is not involved in litigation and arbitration; The target company is not a dishonest person.
5. The ownership of the underlying equity involved in this exchange is clear, and there is no mortgage, pledge or other third-party rights, no ownership dispute or dispute, no litigation or arbitration matters, and no seizure, freezing, etc. 4、 Main contents of the transaction agreement
The company signed the equity transfer agreement (hereinafter referred to as "the agreement") with Hanyi investment and Chaoxing venture capital for this equity transfer. The main contents are as follows:
1. Underlying equity transfer price
According to the assets appraisal report, it is determined that the 100% equity value of the subject company with December 31, 2021 as the appraisal base date is 14020 million yuan. Through negotiation, all parties agree that the transaction price of the subject equity is determined as 98 million yuan (hereinafter referred to as "equity transfer payment") according to the above-mentioned evaluation value and paid in situation. Among them, Hanyi investment currently holds 4.50% of the equity of the target company, and the transaction consideration is 630 million yuan; At present, Chaoxing venture capital holds 2.50% of the equity of the target company with a transaction consideration of 350 million yuan.
2. Payment rhythm of equity transfer
5 from the effective date of this Agreement
