Securities code: 601011 securities abbreviation: Baotailong New Materials Co.Ltd(601011) No.: Lin 2022-003 Baotailong New Materials Co.Ltd(601011)
Foreign Investment Announcement
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Important content tips:
Name of investment object: Shanghai Chaosheng Technology Co., Ltd
Investment amount: the company plans to increase capital by 45 million yuan to Shanghai Chaosheng Technology Co., Ltd., a wholly-owned subsidiary of the company. After the capital increase, the registered capital will increase from 5 million yuan to 50 million yuan. This capital increase does not constitute related party transactions and major asset restructuring
1、 Overview of foreign investment
In order to accelerate the industrialization of graphene application, Baotailong New Materials Co.Ltd(601011) (hereinafter referred to as "the company") invested and established Shanghai Chaosheng Technology Co., Ltd. (hereinafter referred to as "Shanghai Chaosheng company") on January 18, 2021, with an initial registered capital of 5 million yuan, of which the company invested 2.55 million yuan, accounting for 51% of the registered capital.
On June 2, 2021, Shanghai Chaosheng Co., Ltd. integrated the technology, market and other team resources in the field of thermal conductive film and initiated the establishment of Xingtu (Changzhou) carbon materials Co., Ltd. (hereinafter referred to as "Xingtu company"), which is committed to the application research, development, production and sales of carbon materials related thermal management. The registered capital of Xingtu company is 30 million yuan, Shanghai Chaosheng company eventually holds 49% of the company's registered capital.
After its establishment, Xingtu company continued to promote the industrialization of graphene thermal conductive film, and successively passed the preliminary verification and factory audit certification of graphene thermal conductive film products of Shanghai Longqi Technology Co., Ltd. (hereinafter referred to as "Shanghai Longqi"). Recently, Shanghai Longqi further proposed to Xingtu company the requirement of 100pcs graphene thermal conductive film product suitability verification, It is intended to be used for testing and verification of Huawei related products.
In order to accelerate the industrialization of graphene thermal conductive film project and meet the needs of the company's strategic transformation to new energy and new material industry, the company plans to position Shanghai Chaosheng company as a career development platform, resource integration platform and foreign cooperation platform for the company to enter the new energy and new material industry, and complete the wholly-owned holding of Shanghai Chaosheng company on January 29, 2022. At the same time, through consultation with relevant parties, the company plans to acquire 16.86% of the shares of other shareholders of Xingtu company through Shanghai Chaosheng company to complete the holding of Xingtu company. After the acquisition, Shanghai Chaosheng company's contribution to Xingtu company is 19.7582 million yuan, accounting for 65.86% of the registered capital of Xingtu company, and Xingtu company will become the holding Sun company of the company.
In order to accelerate the implementation of the above matters and promote the transformation strategy of the company, the company plans to increase the capital of Shanghai Chaosheng company by 45 million yuan. After the capital increase is completed, the registered capital of Shanghai Chaosheng company is 50 million yuan, accounting for 100% of the registered capital of the company.
The matter has been deliberated and approved at the 24th Meeting of the 5th board of directors held on February 9, 2022. For details, see the company's disclosure on Shanghai Securities News, China Securities News, securities times, securities daily and the website of Shanghai Stock Exchange on the same day（ http://www.sse.com.cn. ）According to Lin 2022-002 announcement on the, this matter does not need to be approved by the general meeting of shareholders of the company and relevant government departments.
The company's proposed capital increase to Shanghai Chaosheng company does not belong to related party transactions and major asset restructuring.
2、 Basic information of investment object
1. Name: Shanghai Chaosheng Technology Co., Ltd
2. Type: limited liability company (sole proprietorship of legal person invested or controlled by natural person)
3. Legal representative: Zhang Jin
4. Business scope: engaged in technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion in the field of new material science and technology.
5. Registered capital: 5 million yuan
6. Date of establishment: January 18, 2021
7. Business term: January 18, 2021
8. Address: 2 / F, No. 979, Yunhan Road, shanghaixinpian District, China (Shanghai) pilot Free Trade Zone
9. Shareholder: Baotailong New Materials Co.Ltd(601011)
10. Main financial indicators: as of December 31, 2021, Shanghai Chaosheng company has total assets of 6980402.76 yuan, net assets of 3761338.14 yuan, operating income of 0 yuan and net profit of -82225.74 yuan. The above financial data have not been audited.
3、 The impact of foreign investment on Listed Companies
Transformation and upgrading to new energy and new material industries is the company's established strategy. Since 2015, the company has invested in the field of graphene. At present, it has a production capacity of 100 tons of graphene prepared by chemical method and 50 tons of graphene prepared by physical method. In recent years, it has also continued to explore the breakthrough of graphene at the application level.
As a scientific and technological enterprise focusing on the R & D, production and sales of thermal management related to carbon materials, Xingtu company has successively passed the preliminary product verification and factory approval certification of Shanghai Longqi by virtue of its excellent products, and recently obtained the adaptability verification order of Shanghai Longqi 100pcs graphene thermal conductive film products for the development and verification of Huawei related products.
Once the verification is successful, Shanghai Longqi will sign a bulk graphene thermal conductive film procurement contract with Xingtu company. The graphene thermal conductive film produced by Xingtu company is made from the graphene filter cake produced by Qitaihe Baotailong New Materials Co.Ltd(601011) graphene new materials Co., Ltd. (hereinafter referred to as "graphene company"), a wholly-owned subsidiary of the company. With the breakthrough in the graphene thermal conductive film market of Xingtu company, the sales revenue of graphene company will be increased.
On the one hand, the capital increase of the company to Shanghai Chaosheng company is used to increase the investment in Xingtu company, accelerate the development of the downstream market for the industrialized application of new graphene materials, and promote the development of the company's graphene industry; On the other hand, by positioning Shanghai Chaosheng company as the business expansion platform of the company's new energy and new material industry, it promotes the company to accelerate the strategic transformation to new energy and new material industry.
In the long run, this capital increase will have a positive impact on the company's future financial situation and operating results. At the same time, this capital increase is in line with the company's development strategy and the interests of all shareholders. There is no situation that damages the interests of the company and shareholders, especially small and medium-sized shareholders.
4、 Risk analysis of foreign investment
At present, although Xingtu company has completed the preliminary verification and factory audit certification of Shanghai Longqi products and recently obtained the suitability verification order of Shanghai Longqi 100pcs graphene thermal conductive film products, there are still uncertainties about whether the final verification is successful, whether Shanghai Longqi can officially sign a batch purchase contract with Xingtu company in the future and the purchase quantity, At the same time, the transformation of the company to new energy and new materials industry is also a long-term process. There is also some uncertainty about the success of the transformation and the effect of the transformation. Please pay attention to the investment risk.
5、 Documents for future reference
Baotailong New Materials Co.Ltd(601011) resolution of the 24th Meeting of the Fifth Board of directors. It is hereby announced.
Baotailong New Materials Co.Ltd(601011) board of directors February 9, 2002
