Securities code: Kangda New Materials(Group) Co.Ltd(002669) securities abbreviation: Kangda New Materials(Group) Co.Ltd(002669) Announcement No.: 2022031 Kangda New Materials(Group) Co.Ltd(002669) material (Group) 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.
Important:
1. The non-public offering plan of A-Shares still needs to be approved by China Securities Regulatory Commission (hereinafter referred to as “CSRC”). Whether the non-public offering of A-Shares can obtain relevant approval or approval, and the time of obtaining relevant approval or approval is uncertain.
2. The company held the 44th meeting of the Fourth Board of directors on October 18, 2021 and the third extraordinary general meeting of shareholders in 2021 on November 4, 2021, and deliberated and adopted the proposal on the related party transactions involving the non-public development and issuance of A-Shares by the company. On March 14, 2022, the company held the second meeting of the Fifth Board of directors, deliberated and adopted the proposal on adjusting the related party transactions of non-public Development Bank A shares. 1、 Overview of related party transactions
(I) transaction overview
Kangda New Materials(Group) Co.Ltd(002669) material (Group) Co., Ltd. (hereinafter referred to as “the company”) plans to issue shares in a non-public offering. The final number of shares is determined by dividing the total amount of funds raised in this non-public offering (no more than 700 million yuan) by the issue price, and does not exceed 30% of the total share capital of the company before the issue (i.e. no more than 75747876 shares), and the issue number approved by the CSRC shall prevail. After obtaining the approval of the CSRC, the issuance price will be determined through consultation with the recommendation institution (lead underwriter) by the board of directors and its authorized persons authorized by the general meeting of shareholders according to the subscription quotation of the issuing object and the principle of price priority. The issue price shall not be lower than 80% of the average trading price of the company’s shares 20 trading days before the pricing base date (excluding the pricing base date, the same below) and the higher of the company’s latest audited net asset value per share before the issue (i.e. “issue base price”). The issuing objects are no more than 35 (including 35) specific objects that meet the conditions specified by the CSRC, including the controlling shareholder Tangshan financial holding industry incubator Group Co., Ltd. (hereinafter referred to as “Tangshan financial holding incubator”).
On October 18, 2021, the company and Tangshan financial holding incubation signed the share subscription agreement for Kangda New Materials(Group) Co.Ltd(002669) material (Group) shares; On March 14, 2022, the company signed the supplementary agreement on the conditional effective share subscription agreement between Kangda New Materials(Group) Co.Ltd(002669) material (Group) Co., Ltd. and Tangshan financial holding industry incubator Group Co., Ltd. with Tangshan financial holding incubation.
This connected transaction does not constitute a major asset reorganization or listing under the measures for the administration of major asset reorganization of listed companies.
(II) relationship
This offering is a non-public offering for specific objects, and the issuing objects are no more than 35 (including 35) specific objects that meet the conditions specified by the CSRC, including the controlling shareholder Tangshan financial holding incubation. Tangshan financial holding incubation is the controlling shareholder of the company, and its participation in the company’s non-public offering constitutes a connected transaction in accordance with the Shenzhen Stock Exchange Stock Listing Rules and other relevant provisions.
(III) approval procedure
The proposal on adjusting the related party transactions involved in the non-public offering of A-Shares has been deliberated and adopted at the second meeting of the Fifth Board of directors held on March 14, 2022. The related directors involved have performed the corresponding avoidance voting procedures, and the relevant proposal has been voted by the non related directors. The independent directors of the company have expressed their prior approval opinions and independent opinions on the adjustment of this connected transaction.
According to the authorization of the third extraordinary general meeting of the company in 2021, the adjustment of related party transactions involved in the non-public issuance of A-Shares will come into force after being deliberated and approved by the board of directors of the company, and it is not necessary to submit it to the general meeting of the company for deliberation. The non-public offering of shares can only be implemented after being approved by the CSRC.
2、 Basic information of related parties
(I) basic information
Company name: Tangshan financial holding industry incubator Group Co., Ltd
Date of establishment: June 23, 2014
Legal representative: Liu Bingjiang
Company type: other limited liability companies
Unified social credit Code: 91130294398894701e
Registered address: 15 / F, office building, Block E, financial center, Lubei District, Tangshan
Registered capital: 205 million yuan
Business scope: business incubator services; Entrepreneurship consulting; Enterprise management consulting; Enterprise planning; China Conference and exhibition services; Technical consultation, transfer, promotion and development services; Property management services; Scenic spot management services; Tourism resources development. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
(II) equity relationship and control relationship
As of the announcement date of this plan, Tangshan state owned assets supervision and Administration Commission (hereinafter referred to as “Tangshan SASAC”) indirectly holds 100% equity of Tangshan financial holding incubation through Tangshan Financial Holding Group Co., Ltd. (hereinafter referred to as “Tangshan financial holding”) and Tianjin tangkong Kechuang Group Co., Ltd. (hereinafter referred to as “tangkong Kechuang”), Tangshan SASAC is the actual controller of Tangshan financial holding incubation. The control relationship between Tangshan financial holding incubation, the controlling shareholder and the actual controller is as follows:
(III) main business
Tangshan financial holding incubation, located in Tangshan City, Hebei Province, was established on June 23, 2014 with a registered capital of 205 million yuan. It is an important equity investment platform under Tangshan financial holding, and its main business scope includes business incubator services; Entrepreneurship consulting; Enterprise management consulting; Enterprise planning; China Conference and exhibition services; Technical consultation, transfer, promotion and development services; Property management services; Scenic spot management services; Tourism resources development. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
(IV) main financial data of Tangshan financial holding incubation in the latest year
Unit: 10000 yuan
December 31, 2020 September 30, 2021
Total assets 88217058840246
Total owner’s equity 835026861611
Project 2020 January September 2021
Operating income 190.12 140.11
Net profit -111456 265.84
Note: among the above financial data, the financial data of 2020 has been audited, and the financial data from January to September 2021 has not been audited.
(V) other instructions
After inquiry, Tangshan financial holding incubation does not belong to the dishonest executee.
3、 Subject matter of related party transactions
The number of shares in this non-public offering is finally determined by dividing the total amount of funds raised from this non-public offering of A-Shares (no more than 700 million yuan) by the issue price, and no more than 30% of the total share capital of the company before the issue (i.e. no more than 75747876 shares), and the issue number approved by the CSRC shall prevail.
If the company’s shares have ex right and ex dividend matters such as dividend distribution, bonus shares and conversion of capital reserve into share capital from the resolution date of the board of directors to the issuance date of this non-public offering, the upper limit of the number of shares issued in this non-public offering will be adjusted accordingly.
If the number of funds to be raised or the total number of shares to be issued in this non-public offering is reduced due to changes in regulatory policies or the requirements of issuance approval documents, the number of shares in this non-public offering of the company will be adjusted accordingly.
The total number of shares held by Tangshan holding company after the incubation does not exceed 24.99%, and the total number of shares held by Tangshan holding company after the incubation does not exceed 24.99%; The remaining shares are subscribed by other issuers in cash. The final number of shares subscribed by Tangshan financial holding incubation is determined by the supplementary agreement signed by Tangshan financial holding incubation after the issuance price is determined. Tangshan financial holding incubation does not participate in the market bidding process, but promises to accept the market bidding results and subscribe for the non-public offering of A-Shares at the same price as other specific investors.
4、 Pricing and principles of related party transactions
This non-public offering adopts the method of inquiry issuance, and the pricing benchmark date is the first day of the issuance period. In accordance with the relevant provisions of laws, regulations and normative documents such as the measures for the administration of securities issuance by listed companies and the detailed rules for the implementation of non-public development of shares by listed companies, The issuance price of this non-public offering is not less than 80% of the average trading price of the company’s shares 20 trading days before the pricing benchmark date and the higher of the company’s latest audited net asset value per share before the issuance (i.e. “issuance reserve price”). Average stock trading price in the 20 trading days before the pricing benchmark date = total stock trading volume in the 20 trading days before the pricing benchmark date / total stock trading volume in the 20 trading days before the pricing benchmark date. The final issue price of this non-public offering will be determined by the board of directors through consultation with the sponsor (lead underwriter) in accordance with the principle of price priority after the company obtains the approval of this offering and in accordance with the authorization of the general meeting of shareholders, the provisions of relevant laws, regulations and other normative documents and market conditions. If the company’s shares have ex dividend and ex right matters such as cash dividend distribution, stock dividend distribution and share capital conversion from the pricing benchmark date of this issuance to the issuance date, the issuance price will be adjusted accordingly. The adjustment method is as follows: Cash Dividend: P1 = p0-d
Bonus shares or converted into share capital: P1 = P0 / (1 + n)
Cash distribution and bonus shares or share capital conversion: P1 = (p0-d) / (1 + n)
Among them, P1 is the issue price after adjustment, P0 is the issue price before adjustment, D is the cash dividend paid per share, and N is the number of bonus shares or converted into share capital per share.
5、 Summary of the contents of the supplementary agreement to the conditional effective share subscription agreement
On March 14, 2022, the company and Tangshan financial holding incubation signed the supplementary agreement on the conditional effective share subscription agreement between Kangda New Materials(Group) Co.Ltd(002669) material (Group) Co., Ltd. and Tangshan financial holding industry incubator Group Co., Ltd, For details of the agreement, please refer to the announcement on signing the supplementary agreement of the conditional effective share subscription agreement with specific objects (Announcement No.: 2022030) VI. purpose of related party transactions and its impact on the company disclosed by the company
(I) purpose of this non-public offering
1. Improve the company’s core competitiveness and profitability
One of the main reasons for the differences in adhesive properties between China and foreign countries is the problem of raw materials. The key raw materials of high-end products are often only mastered by foreign companies. Whether in terms of supply stability or price, they are subject to foreign suppliers, which directly leads to the monopoly of foreign adhesive enterprises in the field of high-end products. Through the construction of this project, the production and construction of modified special epoxy resin and modified polyester will solve the problem that these two kinds of key raw materials are subject to foreign suppliers, improve the performance and price advantages of products in terms of cost and stable mass production, and provide raw material guarantee for China’s high-end adhesive products. Through the implementation of this project, the company plans to significantly increase the production and marketing scale of adhesives, enhance the share of the company’s adhesive products in the Chinese market, and consolidate the company’s leading advantage in the Chinese adhesive industry. The project will bring good economic benefits to the company, which is very necessary to improve the profitability of the company and further improve the comprehensive competitiveness of the enterprise.
2. Promote the adjustment of industrial structure and promote the development of adhesive industry
In recent years, China’s adhesive industry has developed rapidly, and the global industrial focus has gradually shifted from Europe and the United States to Asia and China. According to the statistics of China Chemical Information Center, China has become the world’s largest adhesive production base, and its output ranks first in the world. China’s adhesive industry is in the stage of rapid development of advanced technology and economy; 2) The application of new technology has greatly improved the quality of domestic adhesives. High performance adhesive products and main raw materials such as polyurethane adhesive, epoxy resin adhesive and matrix resin have been localized, which has basically alleviated the situation of mainly relying on imports; 3) Multinational corporations from developed countries have strategically transferred relevant production devices and technologies to China. However, there is still a certain gap between China’s adhesive industry and advanced countries such as the United States, Germany and Japan in terms of product structure, process technology, equipment level, product quality, regional distribution and raw material supply. With the deepening competition in the adhesive industry worldwide, promoting product variety innovation, improving product quality, reducing production costs and improving operation and management have become the inevitable choice for Chinese enterprises in the face of competition. In the market competition, China’s adhesive industry will gradually become mature and standardized. As one of the leading enterprises in China’s adhesive industry, the project adopts advanced production technology to produce high-performance adhesives on a large scale. It is applied to new energy, transportation, green packaging and other fields, which will play a positive role in promoting the overall technology, process progress and industrial upgrading of the adhesive industry.
3. The need to reduce financial expenses and improve profitability
All the funds raised in this offering are intended to be used for the construction of raised investment projects and supplement working capital, which will help to reduce the company’s financial expenses. After the issuance, the interest expense of the company will be further reduced to effectively improve the profitability of the company.
4. Broaden financing channels and build a multi-level financing structure
This issuance will effectively alleviate the capital pressure of the company in expanding production scale, further enhance its anti risk ability, help the company obtain funds through various financing channels in the future, and promote the company to build a multi-level financing structure.
(II) impact of this non-public offering on the company
1. Impact on the company’s business
On the basis of the original business scope, the investment project of the raised funds is closely carried out around the company’s main business, which is conducive to the company to improve its core competitiveness, expand its business scale and consolidate its market position
