Securities code: Kingfa Sci.& Tech.Co.Ltd(600143) securities abbreviation: Kingfa Sci.& Tech.Co.Ltd(600143) Announcement No.: 2022009 Kingfa Sci.& Tech.Co.Ltd(600143) supplementary announcement on participating in capital increase and related party transactions of Liaoning Bora new materials Co., Ltd
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.
Kingfa Sci.& Tech.Co.Ltd(600143) (hereinafter referred to as " Kingfa Sci.& Tech.Co.Ltd(600143) " or "the company") disclosed the announcement of Kingfa Sci.& Tech.Co.Ltd(600143) on participating in capital increase and related party transactions of Liaoning Bora new materials Co., Ltd. on March 1, 2021. Liaoning Bora New Material Co., Ltd. (hereinafter referred to as "Bora new material"), the holding subsidiary of the company, plans to increase the registered capital from 3680000000 yuan to 6583086963 yuan. The company plans to cooperate with Guangzhou tengxichen Investment Co., Ltd. (hereinafter referred to as "tengxichen") Panjin Jinfa new materials industry partnership (general partnership) (hereinafter referred to as "management platform") and Jinshi manufacturing transformation and upgrading new materials Fund (limited partnership) (hereinafter referred to as "Jinshi fund" or "external investor") jointly increased the capital of Kingfa Sci.& Tech.Co.Ltd(600143) wholly owned subsidiary Panjin Jinfa new materials Co., Ltd. (hereinafter referred to as "platform company"), The new registered capital of Bora new materials subscribed by the platform company is 2903086963 yuan. The supplementary disclosure of relevant matters is as follows:
1、 Risk tips
1. Financial risk
If the following partial repurchase or reorganization acquisition cannot be completed on time, the parties fail to reach an agreement, Bora new materials has a major safety accident and other special circumstances, Jinshi fund has the right to require Kingfa Sci.& Tech.Co.Ltd(600143) to repurchase all the equity of the platform company held by Jinshi fund, tengxichen and the management platform in cash.
Kingfa Sci.& Tech.Co.Ltd(600143) the cash repurchase consideration to be paid is the original capital contribution of Jinshi fund, tengxichen and the management platform of RMB 2.025 billion, plus the annualized interest of 10% during the shareholding period, deducting the total accumulated dividends it has received from the platform company at that time. The company's payment of the above funds will correspondingly reduce the company's monetary capital, reduce the company's liquidity, increase the asset liability ratio and increase the company's financial risk to a certain extent.
According to the investment agreement on participating in the capital increase of Liaoning Bora new materials Co., Ltd. (hereinafter referred to as the "investment agreement") signed by the above parties, if Jinshi fund proposes to repurchase part of its equity of the platform company within 12 months from the full payment of the initial capital contribution of Jinshi fund, Yuan Zhimin and / or tengxichen shall repurchase in accordance with the investment agreement (hereinafter referred to as "partial repurchase"); Within 24 months from the full payment of the initial capital contribution of Jinshi fund, Kingfa Sci.& Tech.Co.Ltd(600143) the board of directors shall consider and adopt the relevant proposal of restructuring and acquisition (including but not limited to issuing shares to purchase assets and cash acquisition) of all the equity of the platform company held by Jinshi fund, tengxichen and the management platform at that time, and complete the settlement within 36 months.
2. Approval risk
According to the investment agreement, Kingfa Sci.& Tech.Co.Ltd(600143) if the reorganization and acquisition is carried out by issuing shares to purchase assets, such transactions shall be reviewed by Kingfa Sci.& Tech.Co.Ltd(600143) board of directors and general meeting of shareholders, and approved by relevant regulatory authorities. There is some uncertainty whether the matter can be approved at that time.
3. Project commissioning risk
After the Shanghai Pudong Development Bank Co.Ltd(600000) T / a ABS and its supporting device project of Bora new material is put into operation, some flammable, toxic and corrosive materials and gases are produced in the production process, which is dangerous. There are high requirements for the technology, operation process and safety management measures of operators. In the future, if the production equipment fails or the hazardous materials and equipment are used improperly, which may lead to accidents such as fire, explosion and leakage of dangerous goods, the company will face the risks of property loss, production line shutdown, and even casualties, and may be subject to administrative punishment by relevant departments, thus triggering the repurchase conditions agreed in the investment agreement.
2、 Introduction to the shareholders of Bora new materials
(I) Liaoning Bora Enterprise Group Co., Ltd. (hereinafter referred to as "Bora group")
1. Basic information
Enterprise type: limited liability company (wholly owned by foreign legal person)
Unified social credit Code: 9121110076832546x6
Registered address: LiaoBin Economic Zone, Panjin
Legal representative: Wang Jun
Registered capital: 655.15 million yuan
Shareholder: Hong Kong Bora Holding Co., Ltd. holds 100%
Business scope: investment consulting services, enterprise consulting services, construction management services, materials and equipment procurement management services. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments.)
The relationship between the company and Bora group in terms of property rights, business, assets, creditor's rights and debts, personnel, etc. meets the requirements of relevant laws and regulations.
2. Main financial data of the last two years
Unit: 10000 yuan
December 31, 2021 December 31, 2020
Total assets 928705790855014263
Total liabilities 644804684624188440
Net assets attributable to the parent company 191336695161655599
20212020
Operating income 11561694421396386551
Net profit attributable to the parent company 746684141811003
(II) Panjin Xinhai Construction Engineering Co., Ltd. (hereinafter referred to as "Panjin Xinhai")
1. Basic information
Enterprise type: limited liability company (solely state-owned)
Unified social credit Code: 91211100318980264f
Registered address: Room 601, office building of Panjin Liaobin Xincheng development and Construction Co., Ltd., Liaodongwan new area, Panjin, Liaoning Province
Legal representative: Yuan Qingfeng
Registered capital: 50 million yuan
Shareholder: Panjin Liaodongwan new area state owned assets supervision and administration office holds 100%
Business scope: licensed projects: general contracting of housing construction and municipal infrastructure projects, various engineering construction activities (for projects that must be approved according to law, business activities can be carried out only after being approved by relevant departments, and the specific business projects shall be subject to the approval results). General projects: municipal facilities management, earthwork engineering construction, landscaping engineering construction, coking, To carry out business activities (excluding leasing of chemical products, excluding chemical products, not subject to the approval of real estate business license) in accordance with the law
The relationship between the company and Panjin Xinhai in terms of property rights, business, assets, creditor's rights and debts, personnel, etc. meets the requirements of relevant laws and regulations.
2. Main financial data of the last two years
Unit: 10000 yuan
December 31, 2021 December 31, 2020
Total assets 6029854326231443
Total liabilities 6046 Shenzhen Hongtao Group Co.Ltd(002325) 719674
Net assets attributable to the parent company 468520511767
20212020
Operating income 0.1.28
Net profit attributable to parent company -432.49 -42.28
3、 Introduction to Jinshi fund
1. Enterprise name: Jinshi manufacturing transformation and upgrading new material Fund (limited partnership)
2. Enterprise type: limited partnership
3. Partners
Partner type partner nature name domicile business license number
General partner unlimited liability Jinshi Investment Co., Ltd. Chaoyang District, Beijing 91110 Berry Genomics Co.Ltd(000710) 935134p
No. 48, Maqiao Road, the company
Transfer of national manufacturing industry to Beijing economy
Limited partner limited liability upgrading fund share technology development zone Rongchang 91110302ma01nqhg3j Co., Ltd. No. 3, No. 5, East Street
201-2, 2nd floor, building
Jinshi new material is produced in Zhangzhou, Zibo City, Shandong Province
Limited partner limited liability master Fund (91370303ma3rh06d45, Renmin West Road, Zidian District) partnership No. 228
(limited partnership)
4. Method, amount and proportion of partners' capital contribution
Name of partner subscribed capital contribution (ten thousand contribution method contribution proportion)
RMB (%)
National manufacturing transformation and upgrading fund Co., Ltd. 245000 currency 753846 Division
Jinshi new materials industry master Fund (Zibo) partnership 790000 currency 243077 industry (limited partnership)
Jinshi Investment Co., Ltd. 10000 currency 0.3077
4、 Other instructions
In combination with the shareholding and voting rights arrangement of Kingfa Sci.& Tech.Co.Ltd(600143) , Jinshi fund after the capital increase of the platform company, the capital increase and withdrawal arrangement of Jinshi fund for Bora new materials indirectly, and the company's control over the platform company and Bora new materials, the company has preliminarily communicated with the accountant on the accounting treatment of the capital increase of the platform company by Jinshi fund, and asked the accountant to express his opinions. The written opinion issued by the accountant will be disclosed simultaneously with the information of the first extraordinary general meeting of shareholders in 2022. Please pay attention to it.
It is hereby announced.
Kingfa Sci.& Tech.Co.Ltd(600143) board of directors March 2, 2002
