Securities code: Crown Advanced Material Co.Ltd(688560) securities abbreviation: Crown Advanced Material Co.Ltd(688560) Announcement No.: 2022030
Crown Advanced Material Co.Ltd(688560)
Announcement on the acquisition by a wholly-owned subsidiary of part of the equity of the joint-stock company Bochuang Hongyuan 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 legal responsibility for the authenticity, accuracy and integrity of its contents according to law.
Special tips:
Name of investment object: 35% equity of Bochuang Hongyuan new material Co., Ltd. (hereinafter referred to as “Bochuang Hongyuan”) held by Shaanxi Ankang high tech Investment Management Co., Ltd. (hereinafter referred to as “Ankang high tech”).
The equity transfer transaction of Bochuang Hongyuan was publicly conducted in Ankang public resources trading center according to the relevant rules of state-owned assets property right transaction. There is some uncertainty whether the transaction can be concluded.
This transaction does not constitute a related party transaction or a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies.
This transaction has been deliberated and approved at the 23rd Meeting of the third board of directors and the 17th meeting of the third board of supervisors of the company, and does not need to be submitted to the general meeting of shareholders of the company for deliberation.
Risk tip: according to the relevant rules of state-owned assets property right transaction, this transaction is publicly conducted in Ankang public resources trading center. There is still some uncertainty about whether this transaction can be concluded. The company will disclose the transaction progress in time according to the rules. There may be industry market risks, business risks and other risks after this acquisition. The company will pay close attention to the follow-up progress of this acquisition, actively prevent and deal with various risks that may be faced by this acquisition, and fulfill the obligation of information disclosure in time in strict accordance with the requirements of relevant laws, regulations and normative documents. \uf020 I. transaction overview
(I) basic information of this transaction
1. Crown Advanced Material Co.Ltd(688560) (hereinafter referred to as “the company”) Shenzhen Mingguan Investment Development Co., Ltd. (hereinafter referred to as “mingguan investment”) holds 70.00% equity of Xinghua CAITONG Venture Capital Management Co., Ltd. (hereinafter referred to as “Xinghua CAITONG”); Xinghua CAITONG is the executive partner of Ankang Xinghua new energy investment partnership (limited partnership) (hereinafter referred to as “Xinghua new energy”), holding 345714% of Xinghua new energy; Xinghua new energy holds 35.00% equity of Bochuang Hongyuan. The company indirectly holds 8.47% equity of Bochuang Hongyuan.
2. Equity structure of Bochuang Hongyuan: Xinghua new energy holds 35.00% equity of Bochuang Hongyuan, Shaanxi Ankang high tech Investment Management Co., Ltd. (hereinafter referred to as “Ankang high tech”) holds 35.00% equity of Bochuang Hongyuan, and Shenzhen Haina Baichuan Technology Co., Ltd. (hereinafter referred to as “Haina Baichuan”) holds 30.00% equity of Bochuang Hongyuan.
3. Ankang hi tech will publicly transfer its 35.00% equity of Bochuang Hongyuan through Ankang public resources trading center. Mingguan investment, a wholly-owned subsidiary of the company, plans to participate in the equity transfer with its own funds through public delisting. The transfer reserve price is 394312 million yuan, and the final amount is determined by the bidding results. If mingguan investment is confirmed as the final transferee, mingguan investment will directly hold 35.00% equity of Bochuang Hongyuan after the transaction is completed. The board of directors of the company authorizes the management to handle the public delisting, signing relevant agreements and other matters.
(II) review
On March 10, 2022, the company held the 23rd Meeting of the third board of directors and the 17th meeting of the third board of supervisors, deliberated and approved the proposal on the acquisition of part of the equity of the participating company Bochuang Hongyuan new materials Co., Ltd. by a wholly-owned subsidiary, and agreed to the acquisition of the equity of Bochuang Hongyuan.
The independent directors of the company have expressed clear consent to the above matters. According to the articles of association, the acquisition need not be submitted to the general meeting of shareholders for deliberation.
(III) this acquisition is not a related party transaction or a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies.
2、 Basic information of counterparty
1. Enterprise name: Shaanxi Ankang hi tech Investment Management Co., Ltd
2. Unified social credit Code: 91610991ma70j2nk9w
3. Enterprise type: other limited liability companies
4. Legal representative: Chen Fan
5. Registered capital: 200 million yuan
6. Date of establishment: March 24, 2016
7. Address: Digital entrepreneurship center of Ankang high tech Industrial Development Zone, Shaanxi Province
8. Main business: infrastructure investment, municipal engineering investment, asset management, investment management consulting services, investment management, investment consulting, business consulting services, emerging industry investment. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
9. Equity structure: Shaanxi Ankang high Shenzhen New Industries Biomedical Engineering Co.Ltd(300832) development investment (Group) Co., Ltd. holds 99.85%, and Ankang high Xinde China new material Investment Co., Ltd. holds 0.15%.
10. Ankang hi tech is not a dishonest executee. It has no relationship and interest arrangement with the company and its controlling shareholders, actual controllers, directors, supervisors and senior managers, and does not directly or indirectly hold shares of the company.
3、 Basic information of investment object
（1） Basic information of the target company
1. Company name: Bochuang Hongyuan new material Co., Ltd
2. Unified social credit Code: 91610991ma70p8uq1p
3. Enterprise type: other limited liability companies
4. Economic type: state-owned joint stock enterprise
5. Legal representative: Zhao Jie
6. Registered capital: 100 million yuan
7. Date of establishment: August 8, 2018
8. Address: New Material Industrial Park, high tech Industrial Development Zone, Ankang City, Shaanxi Province
9. Main business: R & D, production, processing and sales of lithium batteries and lithium battery raw materials; Production and sales of new carbon materials; Warehousing and logistics services. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
10. Equity structure: Xinghua new energy holds 35.00% equity of Bochuang Hongyuan, Ankang high tech holds 35.00% equity of Bochuang Hongyuan, and Haina Baichuan holds 30.00% equity of Bochuang Hongyuan.
11. Company profile: Bochuang Hongyuan is a high-tech enterprise integrating R & D, production and sales of lithium battery cathode materials and their raw materials. Its technical team is mainly composed of overseas returned talents. The technical team has the new NaF iron phosphate technology and the core technology of lithium iron phosphate automatic production. At present, Bochuang Hongyuan carries out achievement transformation through Bochuang Hongyuan, It is planned to build a production base of iron phosphate and lithium iron phosphate in Ankang. At present, the enterprise’s annual output of 10000 tons of lithium battery iron phosphate project is now in full production and sales.
12. Bochuang Hongyuan is not a dishonest executee. There is no restriction of rights such as pledge and freezing of the equity, and there is no major dispute, litigation or arbitration involving the underlying equity.
（2） Equity structure of Bochuang Hongyuan before and after the acquisition
Pre acquisition and post acquisition
Name of shareholder
Shareholding ratio (%)
Shenzhen Mingguan Investment Development Co., Ltd. – 35.00
Ankang Xinghua new energy investment partnership (limited)
35.00 35.00
Partnership)
Shenzhen Haina Baichuan Technology Co., Ltd
Shaanxi Ankang hi tech Investment Management Co., Ltd. 35.00 0.00
Total 100.00 100.00
The subject of this transaction is the 35% state-owned equity of Bochuang Hongyuan held by Ankang hi tech. The property right of the subject matter is clear, there is no mortgage, pledge or any other restriction on transfer, no major dispute, litigation or arbitration, no judicial measures such as sealing up and freezing, and no other circumstances that hinder the transfer of ownership.
（3） Financial status of the subject matter of the transaction
Main financial data of Bochuang Hongyuan in the first three quarters and the whole year of 2021:
Unit: Yuan
Main financial indicators December 31, 2021 September 30, 2021
Total assets 116460789419236363483
Total liabilities 52685437503013651502
Total bank loans 10000 Shenzhen Guohua Network Security Technology Co.Ltd(000004) 65250000
Total current liabilities 2315455015
Net assets 63775351916222711981
Main financial indicators: January September 2021
Operating income 44966903282022088554
Net profit -127595151 -282418361
Audited no
Note: the above financial data have not been audited.
As can be seen from the above table, the profits of Bochuang Hongyuan have been gradually released since the fourth quarter of 2021; By the end of 2021, Bochuang Hongyuan had high net assets and relatively stable financial position.
(IV) other situations
1. As of December 2021, Bochuang Hongyuan has a total bank loan of 10 million yuan, with a term of 3 years. It expires in 2023, and the current balance is 10 million yuan.
2. Bochuang Hongyuan does not involve land use right change, employee placement, private loans and other matters.
3. The transfer party and the transferee shall bear the property right transaction costs and taxes related to the equity transfer in accordance with relevant regulations.
4. The total amount of guarantee provided by the company to Bochuang Hongyuan for bank loans does not exceed 30 million yuan. For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) on January 27, 2022 Announcement of Crown Advanced Material Co.Ltd(688560) on providing guarantee for Bochuang Hongyuan new material Co., Ltd. (Announcement No.: 2022016) disclosed. On January 29, 2022, on the website of Shanghai Stock Exchange (www.sse. Com. CN.) The supplementary announcement of Crown Advanced Material Co.Ltd(688560) on providing guarantee for Bochuang Hongyuan new material Co., Ltd. (Announcement No.: 2022021) disclosed.
4、 Pricing of transaction object
Bei Northking Information Technology Co.Ltd(002987) ASI Asset Appraisal Office (special general partnership) appraised the equity of Bochuang Hongyuan company and issued the asset appraisal report numbered Beifang ASI Ping Bao Zi [2022] No. 01-036. The benchmark date of the appraisal is October 31, 2021. The appraisal methods are asset-based method and income method. The appraisal results are summarized as follows:
As of the benchmark date of October 31, 2021, the book net assets of Bochuang Hongyuan is 604418 million yuan. Under the conditions of continuous operation and assumption, after the asset-based method is adopted for appraisal, the net assets value of Bochuang Hongyuan is 1058911 million yuan, the appraisal appreciation is 454493 million yuan, and the appreciation rate is 75.20%.
5、 Transaction conditions and transferee qualification conditions
(I) listing information of Ankang public resources trading center, such as:
1. The transfer reserve price of 35.00% state-owned equity of Bochuang Hongyuan new materials Co., Ltd. held by Shaanxi Ankang high tech Investment Management Co., Ltd. is RMB 394312 million, and the registration deadline is March 10, 2022.
2. The intended transferee must pay a deposit of RMB 19.72 million to Ankang public resources trading center before 17:00 on the deadline (subject to the time of receipt).
Transfer by auction: if two or more qualified intended transferees are collected, an on-site auction will be held on the third floor of Ankang public resources trading center at 10:00 on March 11, 2022. The specific amount will be determined by the bidding results.
4. The transferee or its controlling shareholder shall subsequently invest in the lithium battery new energy cathode material industry project in Ankang high tech Zone, and the project with a capacity of no less than 10000 tons of lithium iron phosphate shall be put into operation within two years.
5. Payment method: one-time payment.
(II) transaction contract
The company will report to Ankang Public Security Bureau in accordance with the resolution of the board of directors and relevant authorization
