Poly Union Chemical Holding Group Co.Ltd(002037)
As of December 31, 2021
Report on the use of the previously raised funds (issuing shares to purchase assets)
According to the provisions of the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) on the report on the use of the previously raised funds (Zheng Jian FA FA Zi [2007] No. 500), the company will report the use of the previously raised funds (issuing shares to purchase assets) as of December 31, 2021 as follows: I. Basic information of the previously raised funds
Approved by the reply on approving Guizhou Jiulian civil explosive equipment development Co., Ltd. to issue shares to Guizhou Panjiang chemical (Group) Co., Ltd. to purchase assets (zjxk [2018] No. 1973) issued by China Securities Regulatory Commission, Poly Union Chemical Holding Group Co.Ltd(002037) (formerly “Guizhou Jiulian civil explosive equipment development Co., Ltd.”, renamed as ” Poly Union Chemical Holding Group Co.Ltd(002037) ” in December 2019, hereinafter referred to as “company”, “listed company” or ” Poly Union Chemical Holding Group Co.Ltd(002037) “) to Guizhou Panjiang chemical (Group) Co., Ltd. (hereinafter referred to as “panhua group”) Guizhou industrial investment (Group) Co., Ltd. (now renamed Guizhou Wujiang Energy Investment Co., Ltd., hereinafter referred to as “industrial investment group”) and Wengfu (Group) Co., Ltd. (hereinafter referred to as “Wengfu group”) issued shares to purchase 100% equity of Guizhou Panjiang civil explosion Co., Ltd. (hereinafter referred to as “Panjiang civil explosion”) jointly held by them; Issue shares to panhua group and Qiandongnan Kaishan Blasting Engineering Co., Ltd. (hereinafter referred to as “Kaishan blasting”) to purchase 94.75% equity of Guizhou Kaiyuan Blasting Engineering Co., Ltd. (hereinafter referred to as “Kaiyuan blasting”); Issue shares to poly Jiulian Holding Group Co., Ltd. (hereinafter referred to as “poly Jiulian group”) and Shandong Yinguang Chemical Group Co., Ltd. (hereinafter referred to as “Yinguang group”) to purchase Shandong Yinguang civil explosive equipment Co., Ltd. (now renamed “poly aoruikai (Shandong) Mining Service Co., Ltd.), Hereinafter referred to as “Yinguang civil explosion”) 100% equity (“Yinguang civil explosion”, “Panjiang civil explosion” and “Kaiyuan explosion” are collectively referred to as “target company”, “Yinguang civil explosion 100% equity” and “Panjiang civil explosion 100% equity”, “Kaiyuan explosion 94.75% equity” are collectively referred to as “target assets”).
The transaction prices for the purchase of 100% equity of Panjiang minbang, 94.75% equity of Kaiyuan blasting and 100% equity of Yinguang minbang are 503641000 yuan, 151071400 yuan and 470292800 yuan respectively. Based on the share issuance price of 7.02 yuan / share, the listed company shall issue 160257149 shares in total when purchasing the underlying assets. The specific consideration of this transaction is as follows:
The proportion of the number of shares issued for the consideration of the underlying assets held by the counterparty in the total number of shares (10000 yuan) of the company after the issuance
Panhua group Panjiang minbang 100% equity 721013% 363131751728162
1. Open source blasting 94.75% equity 14.94% 930000% 148281221122678
2. Panjiang minbang 100% equity of industrial investment group 205860% 1036795147691593.03%
The proportion of the number of shares issued for the consideration of the underlying assets held by the counterparty in the total number of shares (10000 yuan) of the company after the issuance
3 Wengfu group Panjiang minbang 100% equity 7.3127% 36829852464101.08%
4 Kaishan blasting open source blasting 94.75% equity 1.7500% 279.023974640.08%
5 poly Jiulian group Yinguang minbang 100% equity 700000% 3292050468952999.62%
6 Yinguang group Yinguang minbang 100% equity 300000% 14108782009774.12%
Total 1125005216025714932.86%
In December 2018, the target companies of this transaction, Panjiang civil explosion, Kaiyuan explosion and Yinguang civil explosion, obtained the business license renewed by Qingzhen Administration for Industry and Commerce and Feixian market supervision and administration respectively, and the equity transfer procedures and relevant industrial and commercial registration have been completed. After the completion of this change, Panjiang civil blasting and Yinguang civil blasting became the wholly-owned subsidiaries of the company, and Kaiyuan blasting became the holding subsidiaries of the company.
The new shares issued this time have gone through the equity registration formalities in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. on December 25, 2018 and listed on Shenzhen Stock Exchange on January 7, 2019.
The company’s previous non-public offering of 160257149 shares only involved the purchase of 100% equity of Panjiang minbang, 94.75% equity of Kaiyuan blasting and 100% equity of Yinguang minbang in the form of issuing shares, did not involve the actual inflow of raised funds, and there was no time for the arrival of funds and the deposit of funds in the special account. 2、 Actual use of previously raised funds (I) use of previously raised funds
The use of the previously raised funds is the issuance of shares to subscribe for assets and the change of ownership of assets.
The change of 100% of the shares held by the industrial and commercial investment group and the Kaiyuan Group of 100.94% of the shares held by the industrial and commercial investment group has been completed in 2018, and the blasting procedures of 100% of the shares held by the Kaiyuan Group and the Jiuguang group have been completed respectively.
In response to the change of ownership, Beijing Jincheng Tongda law firm issued the legal opinion on the company’s issuance of shares to purchase assets and asset delivery of related party transactions to verify the registration of the change of ownership of the underlying assets.
Ruihua Certified Public Accountants (special general partnership) issued the capital verification report numbered Ruihua Yan Zi [2018] 02280002 for the delivery of the subject assets, and verified the newly increased registered capital and share capital of the company.
On December 25, 2018, the company completed the application for registration of 160257149 shares issued by panhua group, poly Jiulian group, Yinguang group, industrial investment group, Wengfu group and Kaishan blasting in Shenzhen Branch of China Securities Depository and Clearing Corporation, and China Securities Depository and Clearing Co., Ltd. Shenzhen Branch issued relevant securities registration certificates. In January 2019, Guizhou Jiulian civil explosive equipment development Co., Ltd. announced the implementation of issuing shares to purchase assets and the listing announcement of new shares. The nature of the newly issued shares is tradable shares with limited sales conditions, and the listing and circulation date is January 7, 2019.
(II) changes in the actual investment projects of the previously raised funds
The company issues shares to purchase the underlying assets, and there is no change in the investment project of the previously raised funds. (III) external transfer or replacement of investment projects with previously raised funds
According to the announcement of Guizhou Jiulian civil explosive equipment development Co., Ltd. on establishing a joint venture with aoruikai Holding Co., Ltd. (No. 201927), the company stripped 85% of the equity of its wholly-owned subsidiary, Tulufan Yinguang civil explosive Co., Ltd. (hereinafter referred to as “Tulufan civil explosive”), accounting for 51% of the shares of the joint venture. After divestiture, Poly Union Chemical Holding Group Co.Ltd(002037) actually holds 58.35% of Yinguang minbang.
In addition to the above matters, there is no other external transfer or replacement of the company’s investment project with the raised funds. (IV) temporary idle raised funds and investment projects of unused raised funds
The company has no temporarily idle raised funds or unused investment projects of raised funds. 3、 Benefits achieved by the investment projects with the previously raised funds
In the process of this major asset restructuring, the company signed the performance commitment and profit compensation agreement and its supplementary agreement with panhua group, poly Jiulian group, Yinguang group, industrial investment group, Wengfu group and Kaishan blasting (hereinafter collectively referred to as the “performance commitment party”) on February 13, 2018 and May 28, 2018 respectively. The performance commitment party promises that the net profit of each target company in 2018, 2019 and 2020 (together with 2018 and 2019, referred to as the “commitment period”) in each fiscal year shall not be less than the amount shown in the following table:
Unit: 10000 yuan
Company name performance commitment period
20182019 2020
Panjiang civil explosion 479527505198521754 open source explosion 107832112801115388 Yinguang civil explosion 394916426450454902 total 982275 10,444.49 10,920.44
Note: the estimated net profit in the statement is the net profit attributable to the owner of the parent company after deducting non recurring profits and losses
According to the agreement on performance commitment and profit compensation and its supplementary agreement and the report on asset purchase and related party transactions issued by Guizhou Jiulian civil explosive equipment development Co., Ltd. (Revised Version), if the net profit realized by the subject company in any accounting year within the compensation period is lower than the promised net profit in the same period, The performance commitment party shall compensate the company for consideration in accordance with the performance commitment and profit compensation agreement and its supplementary agreement. Specifically, the shares held by the performance commitment party and the counterparty and subscribed by them in this restructuring shall be given priority to compensation, and the maximum number of compensation shares shall be the performance commitment party in this restructuring
The performance of Panjiang civil explosion, Kaiyuan explosion and Yinguang civil explosion in 20182020 is as follows:
Unit: 10000 yuan
Panjiang civil explosion 20182019 2020
Committed performance 479527505198521754 actual completion 482800475453554172 difference 32.73 -297.45 324.18 completion rate 100.68% 94.11% 106.21%
Open source blasting 20182019 2020
