Securities code: Hubei Zhenhua Chemical Co.Ltd(603067) securities abbreviation: Hubei Zhenhua Chemical Co.Ltd(603067) Announcement No.: 2022005 Hubei Zhenhua Chemical Co.Ltd(603067)
Announcement on the progress of signing the equity acquisition intention agreement
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:
Hubei Zhenhua Chemical Co.Ltd(603067) (hereinafter referred to as the “company” or “listed company”) signed the equity acquisition agreement with Lin Mingzhu on March 4, 2022. According to the agreement, The company will purchase 51% equity of Xiamen shouneng Technology Co., Ltd. (hereinafter referred to as “target company”, “target company” or “shouneng technology”) held by Lin Mingzhu with RMB 31.2 million (hereinafter referred to as “this transaction”). This transaction does not constitute a connected transaction or a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies, and there are no major legal obstacles to the implementation of the transaction.
This transaction has been deliberated and approved at the 8th meeting of the 4th 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, the company has no electrolyte capacity for lithium-ion batteries. The company is mainly engaged in the R & D, manufacturing and sales of chromium salt series products, vitamin K3 and ultra-fine aluminum hydroxide, and the comprehensive utilization of chromium salt by-products and other solid wastes.
After the completion of this transaction, it is expected to form a certain amount of goodwill. If its future operating conditions fail to meet the expectations due to the prosperity of the industry or the underlying company’s own factors, the company has the risk of goodwill impairment, which will have an adverse impact on the company’s operating performance. Investors should pay attention to the risk of goodwill impairment formed by this transaction.
The existing battery electrolyte manufacturers plan to put into operation more, which may lead to changes in market supply and demand in the future, and there is a risk of product price decline, which will affect the company’s investment planning and expected income. The impact of this Agreement on the long-term development of the company will depend on the promotion and implementation of subsequent specific business cooperation. Please invest rationally and pay attention to investment risks.
1、 Transaction overview
On December 6, 2021, the company signed the equity acquisition intention agreement with six natural persons including Lin Mingzhu and Lin Xudong. The company plans to acquire 51% equity of shouneng technology held by Lin Mingzhu in cash, For details, please refer to the announcement of Hubei Zhenhua Chemical Co.Ltd(603067) on signing the equity acquisition intention agreement (Announcement No.: 2021075) disclosed by the company on Shanghai Stock Exchange and designated disclosure media on December 7, 2021.
The company held the 8th meeting of the 4th board of directors on December 23, 2021, deliberated and passed the proposal on acquiring 51% equity of Xiamen shouneng Technology Co., Ltd., and the independent directors expressed their agreed independent opinions on the proposal. This transaction does not need to be submitted to the general meeting of shareholders for deliberation.
The company signed the equity acquisition agreement with Lin Mingzhu on March 4, 2022. According to the agreement, the company will acquire 51% equity of shouneng technology held by Lin Mingzhu with RMB 31.2 million.
2、 Introduction to the parties to the transaction
1, Lin Mingzhu, female, China nationality, ID number: 3505831989, residence: Xiamen, Fujian Province, Ming Ming District, currently the director of the target company.
2, Lin Xudong, male, Chinese nationality, ID number: 1303021985, residence: Xiamen City, Fujian Province, China, the current chairman of the company.
3, Wang Azhong, male, China nationality, ID number: 4401061983, residence: Xiangan District, Xiamen City, Fujian Province, currently the director and general manager of the target company.
4, Zhang Zhijun, male, Chinese nationality, ID number: 4224281979, residence: Xiamen City, Fujian Province, China, the current company supervisor.
5, Ye Shi te, male, Chinese nationality, ID number: 3502041985, residence: Xiamen, China, Fujian Jin Shang Road, currently the technical director of the target company.
6, Chen Zhou, male, China nationality, ID number: 3508221987, residence: Xiamen City, Fujian Province, Hu Li District, currently the quality manager of the target company.
There is no related relationship between the trading parties and the listed company in terms of property rights, business, assets, creditor’s rights and debts, personnel, etc.
3、 Basic information of transaction object
(I) subject matter of transaction
1. Introduction to the subject matter of the transaction
Name: Xiamen shouneng Technology Co., Ltd
Unified social credit Code: 91350200581286122j
Type: limited liability company (invested or controlled by natural person)
Legal representative: Lin Xudong
Registered capital: 30 million yuan
Date of establishment: November 18, 2011
Address: room s301b, Weiye building, entrepreneurship Park, torch high tech Zone, Xiamen
Business scope: R & D, production and sales of high-performance positive and negative materials, electrolyte, diaphragm, lithium battery material additives and related products of lithium electronic batteries.
Ownership structure:
Subscribed capital contribution paid in capital contribution
Serial number shareholder name shareholding ratio (10000 yuan) (10000 yuan)
1 Lin Mingzhu 153 Anhui Fengyuan Pharmaceutical Co.Ltd(000153) 000 51%
2 Lin Xudong 870.00 870.00 29%
3 Wang Azhong 270.00 270.00 9%
4 Zhang Zhijun 150.00 150.00 5%
5 yester 150.00 150.00 5%
6 Chenzhou 30.00 30.00 1%
Total 30 Fawer Automotive Parts Limited Company(000030) 0000 100.00%
2. Main business and qualification of the transaction object
The subject of the transaction is a new energy high-tech enterprise located in Xiamen Torch High tech Zone (Xiang’an) Industrial Zone, specializing in the production and sales of electrolyte for high-performance lithium-ion batteries. The products are mainly used in new energy vehicles, energy storage systems, electronic equipment and other related fields.
The target company was awarded the title of specialized and special new small and medium-sized enterprise by Xiamen in 2020, the title of Fujian science and technology small giant enterprise in 2021, and was selected as Xiamen gazelle enterprise in the same year.
3. Financial situation of the subject matter of the transaction in recent one year (Unaudited)
Currency: RMB unit: Yuan
Project Name: December 31, 2020 November 30, 2021
Total assets 35196054284650764194
Total liabilities 21435595782162778332
Net assets 13760458502487985862
Project name in November 20212020
Operating income 42276074509068527073
Net profit 4685227461076246477
4. Other shareholders who have the right of preemption have waived the right of preemption and signed the statement of shareholders waiving the right of preemption.
5. Except for this transaction evaluation, the subject company has not conducted asset evaluation, capital increase or capital reduction in the last 12 months.
(II) evaluation of trading object
The pricing of this transaction is based on the asset evaluation data of an independent third party. The company hired United Zhonghe land real estate asset evaluation Co., Ltd. (qualified to engage in Securities and futures business) to undertake the evaluation of this transaction. According to the assets appraisal report on the value of all shareholders’ equity of Xiamen shouneng Technology Co., Ltd. involved in Hubei Zhenhua Chemical Co.Ltd(603067) proposed equity acquisition (United Zhonghe pingbao Zi (2022) No. 6030) issued by United Zhonghe Land Real Estate Assets Appraisal Co., Ltd, The asset-based method (cost method) and income method are used to evaluate the value of all shareholders’ equity of the target company on the benchmark date.
As of the benchmark date of November 30, 2021, the book value of the total assets declared and evaluated by shouneng technology is 465076 million yuan and the book value of the total liabilities is 216278 million yuan; The book value of owner’s (shareholder’s) equity is 248799 million yuan.
1. Appraisal results of asset-based method (cost method)
Through the asset-based appraisal, as of the benchmark date, the total appraisal value of shouneng technology assets is 693549 million yuan, the appraisal value-added is 228473 million yuan, and the appreciation rate is 49.13%; The assessed value of the total liabilities is 216278 million yuan, the assessed value-added is 0.00 million yuan, and the value-added rate is 0.00%; The assessed value of all shareholders’ equity is 477271 million yuan, the assessed value-added is 228473 million yuan, and the value-added rate is 91.83%.
2. Income method evaluation results
Through the income method, as of the benchmark date, the assessed value of all shareholders’ equity of shouneng technology is 606866 million yuan, the assessed value-added is 358067 million yuan, and the value-added rate is 143.92%.
3. Evaluation conclusion
The value of all shareholders’ equity assessed by income method is 606866 million yuan, and all shareholders assessed by asset-based method
The equity value is 477271 million yuan, with a difference of 129595 million yuan and a difference rate of 21.35%. After analysis, the appraisers believe that the implementation of the above two evaluation methods is normal and the selection of parameters is reasonable. The main reasons for the differences between the results of the two evaluation methods are: the two evaluation methods consider different angles. The asset-based method considers the re acquisition of individual assets and reflects the market value of enterprise reconstruction. From the perspective of the future development of the enterprise, the income method comprehensively evaluates the value of all the rights and interests of the shareholders of the enterprise by reasonably predicting the future income of the enterprise and its corresponding risks. In the evaluation, it not only considers the impact of factors such as whether various assets are reasonably and fully utilized in the enterprise and whether they play their due contribution when combined together on the value of all the rights and interests of the shareholders of the enterprise, It also considers the impact of factors that cannot be considered by the asset-based method, such as enterprise business qualification, human resources, customer resources and goodwill, on the value of all shareholders’ equity. The value obtained by using the income method is the quantification of the profitability of the overall assets of the enterprise. Using the income method can truly reflect the value of the overall assets of the enterprise. Through the above analysis and the analysis of the appraisers combined with the purpose of this appraisal and the appraisal data obtained, the appraisal results of the income method are more objective and more in line with the general market principles than those of the cost method, which is easy to be accepted by both parties to the transaction. Therefore, the appraisal result of income method is selected as the final conclusion of this appraisal. That is, the market value appraisal conclusion of all shareholders’ equity of shouneng technology on the benchmark date is 606866 million yuan.
4、 Determination of the transaction price
This transaction is based on the above evaluation value, and the final transaction price of the subject equity determined by both parties through negotiation is 31.2 million yuan.
5、 Main contents and performance arrangements of the agreement
(I) contract subject
Transferor: Lin Mingzhu
Acquirer: Hubei Zhenhua Chemical Co.Ltd(603067)
(II) transaction price: 31.2 million yuan
(III) payment method: cash
(IV) payment term
Both parties agree that the purchase price under this Agreement shall be paid in two phases. Of which:
1. Within 10 days from the effective date of this agreement, the purchaser shall pay the first phase of equity acquisition payment to the transferor. The amount of the first phase of equity acquisition is 80% of the total acquisition price, i.e. RMB 24.96 million (including the deduction of 6 million yuan of acquisition earnest money). In order to ensure the safety of transaction funds, both parties agree to jointly entrust the target company as the fund supervisor, and the first phase of equity acquisition payment paid by the purchaser to the transferor shall be directly paid to the target company’s account. After all industrial and commercial change registration procedures of this transaction are completed and the subject equity shown in the industrial and commercial registration information is transferred to the purchaser’s name, The target company will directly transfer the regulatory funds to the transferor. Both parties agree to sign a separate fund supervision agreement with the target company on fund supervision.
2. Within 7 days after the completion of all industrial and commercial change registration procedures of this transaction, the acquirer shall pay the second phase of equity acquisition payment to the transferor (i.e. the purchase price of all remaining equity). The amount of the second phase of equity acquisition is 20% of the total acquisition price, i.e. RMB 6.24 million.
(V) Equity
