Shanghai Zhezhong Group Co.Ltd(002346)
Announcement on signing the equity acquisition agreement of Guojing (Jiaxing) Semiconductor Co., Ltd
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Transaction overview
Shanghai Zhezhong Group Co.Ltd(002346) (hereinafter referred to as “the company” or ” Shanghai Zhezhong Group Co.Ltd(002346) “) disclosed the announcement on signing the restructuring framework agreement of Guojing (Jiaxing) Semiconductor Co., Ltd. (Announcement No.: 202209) on February 8, 2022. According to the national requirements on relevant industrial integration and resource sharing, in order to promote resource integration, achieve the goal of energy conservation and consumption reduction and reduce competition in the same industry, Optimize the configuration. In view of the establishment of the company’s holding subsidiary Guojing (Jiaxing) Semiconductor Co., Ltd. (hereinafter referred to as “Guojing semiconductor”) in December 2018, the 300mm silicon wafer automatic production line has been put into mass production. In order to concentrate on expanding and strengthening the 300mm monocrystalline silicon wafer industry, it has been guided by the linkage service of development and reform departments at all levels and approved by the government, Restructuring the equity of Guojing semiconductor to promote the effect of industrial scale and enhance the comprehensive competitiveness.
On March 9, 2022, the company held the 16th meeting of the 4th board of directors, deliberated and adopted the proposal on signing the equity acquisition agreement of Guojing (Jiaxing) Semiconductor Co., Ltd, The board of directors agreed to transfer the capital contribution of Guojing semiconductor of RMB 80 million held by the company to jinruihong Microelectronics (Quzhou) Co., Ltd. (hereinafter referred to as “jinruihong microelectronics”) (hereinafter referred to as “this transaction”). The investment amount corresponding to the company’s contribution of RMB 800 million to Guojing semiconductor is RMB 816 million. As of the disclosure date, the company has actually paid RMB 350 million, and there is still RMB 466 million unpaid, including RMB 350 million actually paid, and the transfer price is RMB 352592700, Jin Ruihong microelectronics shall assume the obligation of capital contribution of 466 million yuan that the company has not actually paid. After the completion of the transaction, the company’s equity and other interests in Guojing semiconductor will be transferred together.
This transaction does not constitute a connected transaction, nor does it constitute a major asset reorganization stipulated in the measures for the administration of major asset reorganization of listed companies, and does not need to be submitted to the general meeting of shareholders for deliberation.
2、 Basic information of the counterparty
Transferee:
(I) jinruihong Microelectronics (Quzhou) Co., Ltd
1. Registered address: Building 9, No. 52, Panlong South Road, green industry cluster, Quzhou City, Zhejiang Province
2. Unified social credit Code: 91330800ma29uytc8n
3. Enterprise type: other limited liability companies
4. Registered capital: 4580 million yuan
5. Date of establishment: September 19, 2018
6. Legal representative: Wang minwen
7. Major shareholders: Hangzhou Lion Electronics Co.Ltd(605358) holding 45.41%; Zhejiang jinruihong Technology Co., Ltd. 10.94%.
8. The main financial data of jinruihong microelectronics in 2021 are as follows:
Unit: Yuan
202112.31
Total assets 505517450837
Net assets 473409053812
Year 2021
Operating income 16493873361
Net profit -3741534669
9. Business scope: R & D, production and sales of semiconductor silicon wafers, microelectronic materials, composite semiconductor materials and semiconductor devices; Integrated circuit design; Research and development of electronic products; Data processing services; Technology transfer and technical consultation; Import and export of goods and technologies (except those restricted by laws and regulations, those that should obtain a license shall operate with a license). (for projects that must be approved according to law, business activities can be carried out only with the approval of relevant departments) Jin Ruihong microelectronics is not a dishonest person.
3、 Basic information of transaction object
(I) basic information of Guojing semiconductor
1. Name: Guojing (Jiaxing) Semiconductor Co., Ltd
2. Registered address: room 251, building 2, No. 3339 linggongtang Road (Jiaxing Science and technology city), Nanhu District, Jiaxing City, Zhejiang Province 3. Unified social credit Code: 91330402ma2bcg149p
4. Registered capital: RMB 180 million
5. Date of establishment: December 12, 2018
6. Legal representative: Lu Renjun
7. Business scope: production and sales of semiconductor separators and special electronic materials; Technology development, technical consultation, technical service and technology transfer of electronic technology, new material technology and photoelectric technology; Road freight transportation; Engaged in import and export business. (for projects that must be approved according to law, business activities can be carried out only with the approval of relevant departments) 8. Board of directors and management personnel: Lu Renjun as the chairman; Jiang Lufeng, Ma Yuhua, Ma Jiajie and Sheng Fengwei served as directors; Ma Huayu is also the general manager.
9. Shareholders and contributions as of the disclosure date: Shanghai Zhezhong Group Co.Ltd(002346) subscribed 80 million yuan, accounting for 44.44%; Jiaxing Kangjing semiconductor industry investment partnership (limited partnership) (hereinafter referred to as “Jiaxing Kangjing”) subscribed 743.5 million yuan, accounting for 41.31%; Shanghai Kangfeng Investment Management Co., Ltd. (the controlling shareholder of the company, hereinafter referred to as “Kangfeng investment”) subscribed 256.5 million yuan, accounting for 14.25%.
(II) the main audited financial data of Guojing semiconductor in recent two years are as follows:
Unit: Yuan
202112.31 202012.31
Paid in capital 1151500 China Baoan Group Co.Ltd(000009) 9350000000
Total assets 188010965726122262204569
Total liabilities 77084920429221919535119
Net assets 110926045297100142669450
20212020
Operating income 23210881168142
Net profit -50166241531181189116
(III) according to Tianyuan pingbao Zi [2022] No. 0054 assets appraisal report on the total equity value of shareholders of Guojing (Jiaxing) Semiconductor Co., Ltd. involved in the planned acquisition of equity by jinruihong Microelectronics (Quzhou) Co., Ltd. issued by Tianyuan Assets Appraisal Co., Ltd., the total equity value of shareholders of Guojing semiconductor was 1183758400 yuan on December 31, 2021.
(IV) after the completion of this transaction, there is no situation of providing financial assistance to others in disguised form in the form of operating capital transactions. In addition, the company does not provide financial assistance to Guojing semiconductor, provide guarantee or entrust Guojing semiconductor with financial management and other situations that occupy the funds of the listed company.
4、 Main contents of equity acquisition agreement
Transferor:
（1 Shanghai Zhezhong Group Co.Ltd(002346)
(2) Kangfeng investment
Transferee: jinruihong Microelectronics
Target company: Guojing semiconductor
Whereas: on February 7, 2022, Shanghai Zhezhong Group Co.Ltd(002346) , Kangfeng investment, Jiaxing Kangjing and jinruihong microelectronics signed the framework agreement on the restructuring of Guojing (Jiaxing) Semiconductor Co., Ltd. (“the framework agreement”), which is intended to be obtained by jinruihong Microelectronics with 58.69% equity of the company, and Jiaxing Kangjing holds 41.31% equity of the company. According to the framework agreement, Shanghai Zhezhong Group Co.Ltd(002346) , Kangfeng investment, Jiaxing Kangjing and jinruihong Microelectronics will sign a revised equity transfer agreement after their internal decision-making bodies approve the restructuring plan and further negotiate according to the audit and evaluation of the company on the base date of December 31, 2021. Nanhu District Development and Reform Bureau of Jiaxing City verified the signing of the framework agreement.
The parties confirm that while carrying out the equity transfer transaction of the subject matter under this agreement, jinruihong microelectronics and Kangfeng investment signed the property share transfer agreement of Jiaxing Kangjing semiconductor industry investment partnership (limited partnership) partnership and other relevant transaction documents, Jin Ruihong microelectronics transferred 466667% of the property share of Jiaxing Kangjing held by Kangfeng investment at the consideration of 3817366 million yuan (the corresponding contribution is 350 million yuan).
After friendly negotiation, the parties to this Agreement have reached an agreement in accordance with the provisions of relevant laws and regulations and the provisions of the framework agreement. The main terms are as follows:
1. Transfer of underlying equity
The transferor Shanghai Zhezhong Group Co.Ltd(002346) , Kangfeng investment agreed to transfer its total capital contribution of 1056.5 million yuan (hereinafter referred to as the “subject equity”) to jinruihong microelectronics; Jinruihong microelectronics agrees to purchase the subject equity from the transferor and Shanghai Zhezhong Group Co.Ltd(002346) agrees to transfer its capital contribution of RMB 80 million to jinruihong microelectronics; Kangfeng investment agreed to transfer its 256.5 million yuan capital contribution to jinruihong microelectronics.
2. Investment payment of Transferor
(1) Shanghai Zhezhong Group Co.Ltd(002346) ‘s investment payment
According to the relevant documents of Shanghai Zhezhong Group Co.Ltd(002346) obtaining the company’s equity, the price of Shanghai Zhezhong Group Co.Ltd(002346) obtaining the company’s registered capital of 1 yuan is 1.02 yuan, that is, the investment amount corresponding to the company’s capital contribution of 80 million yuan held by Shanghai Zhezhong Group Co.Ltd(002346) is 816 million yuan. As of the signing date of this agreement, Shanghai Zhezhong Group Co.Ltd(002346) has actually paid 350 million yuan of investment, and 466 million yuan of investment has not been paid.
(2) Payment of investment funds of Kangfeng investment
According to the relevant documents on Kangfeng investment’s acquisition of the company’s equity, the price of each yuan of the company’s registered capital obtained by Kangfeng investment is 1.00 yuan, that is, the investment amount corresponding to the contribution of 256.5 million yuan held by Kangfeng investment is 256.5 million yuan. As of the signing date of this agreement, Kangfeng investment has actually paid an investment of RMB 250 million, and there is still an investment of RMB 6.5 million that has not been contributed.
3. Pricing and payment of the underlying equity transfer price
The parties agree that Jin Ruihong microelectronics shall pay the corresponding transfer price (hereinafter referred to as the “subject equity transfer price”) to the transferor according to the following agreements for the part actually contributed by the transferor. For the part not actually contributed by the transferor, Jin Ruihong microelectronics shall bear the contribution obligation of this part and pay the contribution to the company. The amount and determination method of the underlying equity transfer price are as follows:
(1) Jin Ruihong microelectronics transferred the actual contribution of Shanghai Zhezhong Group Co.Ltd(002346) as a premium. The premium is based on the 350 million yuan of investment actually paid by Shanghai Zhezhong Group Co.Ltd(002346) and is recognized as 2.5927 million yuan according to the benchmark interest rate of one-year loan of the people’s Bank of China (4.35%) and calculated from the date of actual contribution to February 28, 2022, The actual amount of capital contribution transferred to Jinhong Electronics Co., Ltd. is ;
(2) Jinruihong microelectronics transferred the actual contribution of Kangfeng investment as a premium transfer. The premium part is determined to be 278458 million yuan based on the investment amount actually paid by Kangfeng investment and calculated according to the benchmark interest rate of three-year loan of the people’s Bank of China (4.75%) and the interval from the date of actual contribution to February 28, 2022, That is, jinruihong microelectronics shall pay the transfer price of 2778458 million yuan to Kangfeng investment for the capital contribution of 256.5 million yuan actually transferred by Kangfeng investment.
The total amount of all subject equity transfer price that jinruihong microelectronics should pay to Shanghai Zhezhong Group Co.Ltd(002346) , Kangfeng investment is 630438500 yuan.
4. Paid in capital contribution obligations of jinruihong Microelectronics
The parties agree that after the completion of this delivery, jinruihong microelectronics shall bear the share of the underlying equity that is not actually invested
