605366: Jiangxi Hungpai New Material Co.Ltd(605366) announcement on the capital increase of the wholly-owned subsidiary to the wholly-owned subsidiary Jiangxi Jiangwei High Tech Co., Ltd

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

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