Securities code: Shanghai Pret Composites Co.Ltd(002324) securities abbreviation: Shanghai Pret Composites Co.Ltd(002324) Announcement No.: 2022008 Shanghai Pret Composites Co.Ltd(002324)
Announcement on signing the restructuring framework agreement
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.
Special tips:
1. Shanghai Pret Composites Co.Ltd(002324) (hereinafter referred to as the "company" or "listed company") intends to acquire about 80% of the equity of Jiangsu haisida power supply Co., Ltd. (hereinafter referred to as the "target company" and "haisida power supply") in cash, and has the right to increase its capital in cash for the property and energy improvement and business development of the target company. The source of capital is the self owned capital or self raised capital of the listed company.
2. The framework agreement on the acquisition of Jiangsu haisida power supply Co., Ltd. (hereinafter referred to as the "framework agreement") signed this time is a framework agreement, which aims to express the wishes and basic transaction framework of all parties, not the final transaction scheme. The specific transaction scheme and relevant transaction terms shall be subject to the formal agreement signed by both parties.
3. This transaction does not involve related party transactions. After preliminary calculation, this transaction is expected to meet the major asset restructuring standards stipulated in the administrative measures for major asset restructuring of listed companies, and will not lead to the change of the company's control. The company will perform relevant procedures, prepare and disclose relevant documents in accordance with relevant regulations.
4. The transaction is still in the planning stage, and the transaction plan still needs further demonstration, communication and negotiation, and necessary decision-making and approval procedures need to be performed in accordance with relevant laws, regulations and the articles of association.
5. There are still major uncertainties in matters related to this transaction. According to the principle of "prudent suspension and phased disclosure", the trading of the company's shares will not be suspended. The company will timely perform the obligation of information disclosure in phases according to the progress of relevant matters. Please pay attention to the investment risks.
1、 Overview of this transaction
On March 9, 2022, the 20th meeting of the Fifth Board of directors of the company deliberated and approved the proposal on signing the framework agreement. The company plans to sign the framework agreement with Jiangsu haisida Group Co., Ltd. (hereinafter referred to as "haisida group") and Shen Tao (haisida group and Shen Tao hereinafter collectively referred to as "counterparty") to improve the sustainable profitability of listed companies, Realize the strategic transformation and upgrading of the main business of the listed company to the new material and new energy industry. The company plans to acquire about 80% equity of the target company in cash and has the right to increase its capital by no more than 800 million yuan for the power, energy storage lithium-ion battery expansion, technical equipment upgrading and other projects of the target company. The source of funds is the self owned funds or self raised funds of the listed company. After preliminary negotiation, the estimated value of 100% equity of the target company is RMB 1.63 billion based on the net assets of the target company on December 31, 2021. At the same time, before the delivery of equity transfer transactions, the target company can pay dividends to its registered original shareholders, with a maximum of 200 million yuan. If the target company makes the above dividend, its estimated value will be reduced to 1.43 billion yuan. The final valuation will be determined by both parties through negotiation on the basis of the evaluation value issued by the evaluation agency and clarified in the final acquisition agreement.
As of the signing date of this agreement, the counterparty and its controlled subjects and persons acting in concert have controlled 52.90% of the shares of the subject company in total. The counterparty intends to first acquire the equity of the target company held by such shareholders from other shareholders of the target company, change the target company into a limited liability company (hereinafter referred to as "internal equity restructuring of the target company"), and then transfer about 80% of the equity of the target company to the listed company. The counterparty and the core team of the target company will retain a small part of the equity, The final equity ratio shall be determined by both parties through negotiation according to the internal equity restructuring results of the target company.
According to the arrangement of the framework agreement, the company will pay 20 million yuan to the counterparty within three working days from the date of signing this agreement, and provide an additional 180 million yuan loan within three working days after the relevant conditions are reached to support the counterparty to pay the transfer money to the equity transferor for the internal equity restructuring of the target company, so as to complete the internal equity restructuring as soon as possible. The counterparty and its related parties agree to provide joint and several liability guarantee for the above loan.
After the completion of this transaction, the target company will become the holding subsidiary of the listed company.
2、 Basic information of the target company
(I) basic information
Company name: Jiangsu haisida power supply Co., Ltd
Enterprise type: joint stock limited company (unlisted, natural person investment or holding)
Registered at No. 306 Heping South Road, Huilong Town, Qidong City, Jiangsu Province
Legal representative: Shen Tao
The registered capital is 283.46 million yuan
Unified social credit code 91320 Shanghai Broadband Technology Co.Ltd(600608) 386159c
Date of establishment: October 28, 1994
Batteries and battery packs (including new energy energy storage, lithium-ion batteries for new energy vehicles, battery packs), electricity
R & D, production, sales and leasing of battery materials, battery parts, battery equipment, battery instruments and meters and power management system, and providing relevant technical services; Battery recycling; Sales of new energy vehicles
Leasing and after-sales service; Manufacturing of power supply equipment, communication equipment, communication equipment and electronic components
Business scope and sales; Operate the export business of the enterprise's own products and technologies and the import business of mechanical equipment, spare parts, raw and auxiliary materials and technologies required by the enterprise (the state restricts the company to operate or prohibits the import and export)
(except for goods and Technology). General items: mechanical and electrical equipment manufacturing; Sales of electrical and mechanical equipment; Manufacturing of refrigeration and air conditioning equipment; Sales of refrigeration and air-conditioning equipment (except for projects subject to approval according to law, carry out business activities independently according to law with business license)
(II) equity structure
As of the disclosure date of this announcement, the equity structure of the subject company is as follows:
The controlling shareholder of the target company is haisida group, and the actual controller is Shen Tao. For the equity structure of haisida group, please refer to "2. Equity structure" in "III. counterparty situation" of this announcement.
Haisida group and Qidong Jiarun rural microfinance Co., Ltd. are enterprises controlled by Shen Tao, Zhang Manny is Shen Tao's spouse, Shen Xiaofeng and Shen Xiaoyan are Shen Tao's children, and the above shareholders are Shen Tao's persons acting in concert. Shen Tao and the persons acting in concert jointly control 52.90% of the equity of haisida power supply.
(III) main business
The target company is a new energy enterprise specializing in the R & D, production and sales of ternary lithium iron phosphate lithium-ion batteries and their systems. Its products are widely used in power tools, smart appliances, communications, energy storage and other fields.
The target company has independent core intellectual property rights, rich new energy technology reserves and continuous R & D capabilities, and has more well-known customers all over the world.
(IV) main financial data
The main financial data of the target company in the last year are as follows:
December 31, 2021 / year 2021 (unit: 10000 yuan)
Total assets 28738932
Total liabilities 19158561
Total owner's equity 9580371
The total owner's equity attributable to the parent company is 9485180
Operating income 18533436
Net profit 1025474
Net profit attributable to the owner of the parent company 1 Jiangsu Chuanzhiboke Education Technology Co.Ltd(003032)
Note: the above data has not been audited.
3、 Counterparty information
(I) haisida group
1. Basic information
Company name: Jiangsu haisida Group Co., Ltd
Date of establishment: March 2, 2001
Enterprise limited liability company (invested or controlled by natural person)
Registered at No. 899, Nanyuan West Road, Huilong Town, Qidong City
Legal representative: Shen Tao
The registered capital is 86 million yuan
Unified social credit code 91320681727234836l
Licensed items: operation of hazardous chemicals; Real estate development and operation; Technology import and export; Import and export of goods (items that must be approved according to law can only be carried out after being approved by relevant departments, and the specific business items shall be subject to the approval results) general items: Sales of metal materials; Sales of metal products; Business scope of building materials: Sales of building materials; Sales of power electronic components; Sales of electronic products; Sales of household appliances; Internet sales (except sales of goods requiring license); Information consulting services (excluding licensed information consulting services); Information technology consulting services; estate management; Non residential real estate leasing (except for projects subject to approval according to law, business activities shall be carried out independently according to law with business license) is limited to branches: production of hazardous chemicals; Gas operation
2. Ownership structure
As of the disclosure date of this announcement, the equity structure of haisida group is as follows:
The controlling shareholder and actual controller of haisida group is Shen Tao.
Shen Xiaofeng and Shen Xiaoyan are Shen Tao's children, and Nantong Fengbao Information Technology Consulting Co., Ltd. is an enterprise controlled by Shen Xiaoyan. The above shareholders are the persons acting in concert of Shen Tao. Shen Tao and the persons acting in concert jointly control 51.00% of the equity of haisida group. 3. Key financial data
By the end of 2021, haisida group had total assets of 2.949 billion yuan, net assets of 1.082 billion yuan, net assets attributable to the parent of 602 million yuan, operating income of 2.02 billion yuan, net profit of 121 million yuan and net profit attributable to the parent of 75 million yuan. The above data were unaudited.
4. Haisida group has no relationship with the company.
(II) Shen Tao
Shen Tao, male, Chinese nationality, 32062619461026 , No. 306 Heping South Road, Huilong Town, Qidong City, Jiangsu Province, has not obtained the right of residence in other countries or regions.
Shen Tao has no relationship with the company.
(III) credit status
As of the disclosure date of this announcement, haisida group and Shen Tao are not dishonest Executees.
4、 Main contents of the framework agreement
Party A: Shanghai Pret Composites Co.Ltd(002324)
Party B 1: Jiangsu haisida Group Co., Ltd
Party B 2: Shen Tao
(I) trading scheme
1.1 the strategic objective of this transaction is: Party A will reorganize the target company, integrate the advantageous resources of all parties, work closely with strategic partners, and introduce key development elements such as capital, talents and market. Based on the existing business fundamentals and years of technology precipitation of the target company, grasp the strategic opportunities of new energy industries such as energy storage, improve product technology level and production capacity, enhance capital strength and operation efficiency, expand industry benchmark customers, and build the target company into an industry-leading new energy battery enterprise, In order to quickly realize the strategic transformation and upgrading of Party A's main business to new materials and new energy industry.
1.2 Party A purchases the shares of the target company from Party B and other shareholders of the target company in cash and obtains about 80% of the equity of the target company (the specific proportion depends on the internal equity restructuring of the target company, which shall be determined by both parties through negotiation). In addition, Party A has the right to increase the capital of the target company, further enhance the financial strength of the target company, and support the capacity expansion and business development of the target company.
The specific implementation contents of this transaction plan are as follows:
1.2.1 Party B acquires the equity of other shareholders of the target company. As of the signing date of this agreement, Party B and its controlled subjects and persons acting in concert have controlled 52.90% of the equity of the subject company in total. Party B 1 intends to purchase the equity of the target company from other shareholders of the target company and change the target company into a limited liability company.
1.2.2 equity transfer transaction. After the internal equity restructuring of the target company in item 1.2.1 above is completed, Party B 1 will transfer about 80% of the equity of the target company to Party A. Party B and the core team of the target company will retain a small part of the equity, and the final equity proportion will be determined according to the target company
