Stock Code: 605366 securities abbreviation: Jiangxi Hungpai New Material Co.Ltd(605366) Announcement No.: 2022-019
Jiangxi Hungpai New Material Co.Ltd(605366)
Jiangxi Jiangwei Hi Tech Co., Ltd., a wholly-owned subsidiary
Announcement on capital increase of joint stock limited company
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:
Object of capital increase: Jiangxi Jiangwei High Tech Co., Ltd. (hereinafter referred to as “Jiangwei high tech”), a wholly-owned subsidiary of Jiangxi Hungpai New Material Co.Ltd(605366) (hereinafter referred to as ” Jiangxi Hungpai New Material Co.Ltd(605366) ” or “the company”).
Source of funds and amount of capital increase: the capital increase is subscribed by Leping Tashan electrochemical Co., Ltd., Fuxiang International Co., Ltd. and Hongbai trading one person Co., Ltd., a wholly-owned subsidiary of the company, with its own funds and at the price of 1.00 yuan / share according to their respective shareholding ratio of Jiangwei high tech, with a total capital increase of 64 million yuan.
The capital increase has been deliberated and approved at the ninth meeting of the second board of directors of the company, and it is not necessary to submit it to the general meeting of shareholders for deliberation.
The capital increase does not constitute a major asset reorganization of the listed company.
1、 Overview of this capital increase
(I) basic information of capital increase
Based on the future development needs of Jiangxi Jiangwei High Tech Co., Ltd., a wholly-owned subsidiary, the company agreed to increase the share capital of Jiangwei high tech by 64 million yuan for daily operations such as production and operation, project technical transformation and environmental protection facilities construction. At present, Jiangwei high tech has three shareholders, namely Hongbai trading one person Co., Ltd., Leping Tashan electrochemical Co., Ltd. and Fuxiang International Co., Ltd., all of which are wholly-owned subsidiaries of Jiangxi Hungpai New Material Co.Ltd(605366) . The capital increase is subscribed by Leping Tashan electrochemical Co., Ltd., Fuxiang International Co., Ltd. and Hongbai trading one person Co., Ltd. with their own funds according to their respective shareholding ratio and at the price of 1.00 yuan / share. Among them, Leping Tashan electrochemical Co., Ltd. subscribed 4128000 shares, Fuxiang International Co., Ltd. subscribed 13784615 shares, and Hongbai trading one person Co., Ltd. subscribed 8935385 shares. After the capital increase, the registered capital of Jiangwei High Tech Co., Ltd. will increase from 310 million yuan to 374 million yuan. The share proportion of Jiangxi Jiangwei High Tech Co., Ltd. held by Leping Tashan electrochemical Co., Ltd., Fuxiang International Co., Ltd. and Hongbai trading one person Co., Ltd. will remain unchanged. With regard to the aforementioned capital increase of Jiangxi Jiangwei High Tech Co., Ltd., it is agreed that Leping Tashan electrochemical Co., Ltd., Fuxiang International Co., Ltd. and Hongbai Trading Co., Ltd. jointly sign the capital increase agreement of Leping Tashan electrochemical Co., Ltd. with Jiangxi Hungpai New Material Co.Ltd(605366) . Jiangwei high tech is still a wholly-owned subsidiary of the company, and the shareholding ratio remains unchanged. (II) approval procedures to be performed within the listed company
On February 17, 2022, the company held the 9th meeting of the second board of directors and deliberated and adopted the proposal on capital increase of wholly-owned subsidiary to Jiangxi Jiangwei High Tech Co., Ltd., a wholly-owned subsidiary. The meeting should have 9 directors and actually 9 directors. The proposal was approved by 9 votes, with no abstention and no objection. The proposal does not need to be submitted to the general meeting of shareholders of the company for deliberation.
This capital increase does not involve related party transactions and does not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies.
2、 Basic information of capital increase subjects
Capital increase subject I: Leping Tashan electrochemical Co., Ltd
Unified social credit Code: 9136028110564019978
Type: limited liability company (sole proprietorship of legal person invested or controlled by non natural person)
Legal representative: Yang Jianming
Registered capital: 145 million yuan
Date of establishment: October 24, 2012
Business term: October 24, 2012 to October 23, 2032
Business scope: Sales of chemical products (excluding hazardous chemicals); Investment management and industrial investment (unless otherwise specified by the state)
Address: South District, Tashan Industrial Park, Leping City, Jingdezhen City, Jiangxi Province
Major shareholders: Jiangxi Hungpai New Material Co.Ltd(605366) (shareholding ratio: 100%)
Financial data of the latest year and the first period:
Unit: Yuan
December 31, 2020 September 30, 2021
Total assets 112362554.52 112396587.35
Net assets 112362554.52 112396587.35
Operating income —
Net profit 269290.07 34032.83
Capital increase subject 2: Hongbai trading one person Co., Ltd
Registration No.: 45236so
Type: limited liability company
Legal representative: Ji Jinshu
Registered capital: USD 100000
Date of establishment: January 15, 2013
Business scope: Sales and trade of general chemicals
Address: block g, 14th floor, China Plaza, 762-804 Nanwan Avenue, Macao
Major shareholders: Jiangxi Hungpai New Material Co.Ltd(605366) (shareholding ratio: 100%) financial data of the latest year and the first period:
Unit: Yuan
December 31, 2020 September 30, 2021
Total assets 144232859.44 179653303.73
Net assets 18972589.17 55386361.27
Operating income 278287369.38 237263984.26
Net profit 22563449.77 29931503.21
Capital increase subject 3: Fuxiang International Co., Ltd
Registration No.: 1512722
Type: limited liability company
Legal representative: Ji Jinshu
Registered capital: 10000 shares
Date of establishment: October 7, 2010
Address: room A2, 10 / F, TML Plaza, 3 Haisheng Road, Tsuen Wan, New Territories, Hong Kong
Major shareholder: Hongbai trading one person Co., Ltd. (shareholding ratio: 100%). Financial data of the latest year and the first period:
Unit: Yuan
December 31, 2020 September 30, 2021
Total assets 13436836.22 24206816.50
Net assets 906514.70 936208.64
Operating income —
Net profit 40.00 -20369.71
3、 Basic information of capital increase target
Unified social credit Code: 91360200739172564e
Name: Jiangxi Jiangwei High Tech Co., Ltd
Type: joint stock limited company (Sino foreign joint venture, unlisted)
Legal representative: Yang Jianming
Registered capital: 310 million yuan
Date of establishment: June 25, 2002
Business term: June 25, 2002 to June 24, 2052
Business scope: polyvinyl alcohol, emulsion, paint, rubber powder, white latex manufacture and sale; Heating services; Sales of other chemicals (excluding hazardous chemicals); Operate the export business of the relevant products of the enterprise (except for the commodities limited by the state and prohibited by the state) (for the projects that must be approved according to law, the business activities can be carried out only with the approval of the relevant departments***
Address: Tashan 5th Road, Leping Industrial Park, Leping City, Jiangxi Province
Ownership structure:
Before and after capital increase
name
Number of shares held proportion of shares held proportion of shares held
123950000.50% of Leshan Dianhua
Limited company
Fuxiang International Co., Ltd. 66769231 21.5385% 80553846 21.5383%
department
Hongbai trade has 43280769 13.9615% and 52216154 13.9615%
Limited company
Total 310000000 100.00% 374000000 100.00%
Financial data of the latest year and period:
Unit: Yuan
December 31, 2020 September 30, 2021
Total assets 145278050.38 171221828.78
Net assets 6883761.98 63062993.70
Operating income 116522917.41 100997510.44
Net profit 16407401.25 6179231.72
4、 Main contents of the capital increase agreement
Parties:
Party A: Jiangxi Jiangwei High Tech Co., Ltd
Address: Tashan, Leping City, Jiangxi Province
Party B 1: Leping Tashan electrochemical Co., Ltd
Address: South District, Tashan Industrial Park, Leping City, Jiangxi Province
Party B 2: Fuxiang International Co., Ltd. domicile: room A2, 10 / F, TML Plaza, 3 Haisheng Road, Tsuen Wan, New Territories, Hong Kong
Party B 3: Hongbai Trading Co., Ltd
Domicile: 1.1 capital increase of block g, 14th floor, China Plaza, 762-804 Nanwan Avenue, Macao. Party A plans to increase the share capital by 64000000.00 yuan, which shall be subscribed by the existing shareholders of Party A according to their respective shareholding ratio.
1.2 Party B I subscribes the new share capital of Party A with its own funds and contributes 41280000.00 yuan in currency
4128000 shares. Party B II contributes 13784615.00 yuan in foreign exchange to subscribe for 13784615 shares of Party A’s new share capital, and Party B III contributes 8935385.00 yuan in foreign exchange to subscribe for 8935385 shares of Party A’s new share capital. Article 2 price determination basis 2.1 after negotiation between both parties, the price of this capital increase is determined to be 1.00 yuan / share. Article 3 payment and verification of capital increase 3.1 Party B shall make a one-time payment before December 31, 2022 after the internal review and approval of the capital increase plan by Party A
The capital increase payment of RMB 64000000.00 shall be paid to the capital verification account designated by Party A, of which Party B
