Securities code: Fspg Hi-Tech Co.Ltd(000973) securities abbreviation: Fspg Hi-Tech Co.Ltd(000973) Announcement No.: 202215
About the joint stock company Foshan Jinhui Gaoke photoelectric material Co., Ltd
Announcement on the progress of public listing and transfer of assets
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
On December 6, 2021, the 19th meeting of the 10th board of directors of Fspg Hi-Tech Co.Ltd(000973) (hereinafter referred to as "the company", Fspg Hi-Tech Co.Ltd(000973) ) deliberated and adopted the proposal on the public listing and transfer of 100% equity of its wholly-owned subsidiary Wuhu Jinhui new materials Co., Ltd, Foshan Jinhui hi tech Optoelectronic Materials Co., Ltd. (hereinafter referred to as "Jinhui company"), a joint-stock company of the company, is approved to publicly list and transfer 100% equity of its wholly-owned subsidiary Wuhu Jinhui new materials Co., Ltd. (hereinafter referred to as "Wuhu Jinhui equity") on the provincial and municipal property right trading platform at an appraisal value of no less than 227454400 yuan. (see the announcement issued by the company on the designated information disclosure media on December 7, 2021 for details)
On December 20, 2021, the 20th meeting of the 10th board of directors of the company deliberated and approved the proposal on the public listing and transfer of the assets of its third water company by the joint-stock company Foshan Jinhui high tech photoelectric materials Co., Ltd., and agreed that Jinhui company would publicly list and transfer the land, houses, buildings and structures of its third water company on the provincial property right trading platform with an assessed value of no less than 102806 million yuan; The production line and supporting equipment of the third water company shall be publicly listed and transferred on the provincial property right trading platform with an appraisal value of no less than 314767 million yuan. (see the announcement issued by the company on the designated information disclosure media on December 21, 2021 for details)
2、 Transaction progress
(I) Wuhu Jinhui equity
On December 16, 2021, Wuhu Jinhui equity was listed and transferred for the first time in Guangdong united property rights trading center (hereinafter referred to as "property rights trading center"), with a base price of 227454400 yuan. The listing period of validity was from December 17, 2021 to January 14, 2022. No qualified transferee was solicited during the period of validity of the first listing. Jinhui company continues to entrust the property right trading center to conduct the second listing with a 10% discount (i.e. 204.94 million yuan) of no less than the assessed value of Wuhu Jinhui's equity. The listing is valid from January 17, 2022 to February 16, 2022. As of February 16, 2022, no qualified transferee has been recruited. In order to maximize the benefits of asset disposal, Jinhui company has extended its listing to the property rights trading center every five working days since February 17, 2022. As of the disclosure date of this announcement, no qualified transferee has been solicited.
(II) land, buildings and structures of Sanshui branch
As of the announcement date, the listing procedures of Jinhui buildings and structures have not been disclosed by the company.
(III) production line and supporting equipment of Sanshui branch
Jinhui company divided the production line and supporting equipment of Sanshui company into 68 listed objects, and 67 of them were listed and transferred in the property rights trading center on December 30, 2021, with a total listing reserve price of 308174 million yuan. The first listing is valid from December 30, 2021 to January 27, 2022. As of the expiration of the first listing, no qualified transferee has been solicited. In order to maximize the benefits of asset disposal, Jinhui company has extended its listing to the property rights trading center every five working days since February 8, 2022. From February 15 to March 23, 2022, Jinhui company signed the asset transaction contract with Hebei Jinli New Energy Technology Co., Ltd. (hereinafter referred to as Hebei Jinli), Tianjin Branch of Hebei Jinli New Energy Technology Co., Ltd. (hereinafter referred to as Hebei Jinli Tianjin Branch), Foshan jinwanda Technology Co., Ltd. (hereinafter referred to as jinwanda company), Xue Huadi and Zhang min, A total of 22 transaction targets were signed, with a total amount of 215122 million yuan. The remaining 45 subject-matter equipment assets have not been collected from qualified transferees. Jinhui company continues to entrust the property right trading center to list for the second time at a discount of no less than 10% of the assessed value (a total of 8.3839 million yuan). The listing is valid from March 1, 2022 to March 28, 2022.
Hebei Jinli, Hebei Jinli Tianjin Branch, Xue Huadi and Zhang Min are not related to the company; Jinwanda company is a holding subsidiary of the company. It is controlled by the same controller as Jinhui company and has an associated relationship with Jinhui company. The equipment transfer between Jinhui company and jinwanda company constitutes a connected transaction, involving an amount of 332100 yuan.
This asset transaction does not constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies. 3、 Basic information of the counterparty
1. Counterparty I
Name: Hebei Jinli
Type: other joint stock limited companies (unlisted)
Date of establishment: February 5, 2010
Address: No. 6 Jianshe Road, equipment manufacturing area, Yongnian Industrial Park, Handan City, Hebei Province
Legal representative: Yuan Haichao
Registered capital: 409564632 yuan
Main business: mainly engaged in the R & D, production and sales of lithium-ion battery diaphragm and battery cathode materials. The main products include power lithium-ion battery diaphragm, energy storage lithium-ion battery diaphragm, consumer lithium-ion battery diaphragm, ultra-thin lithium-ion battery diaphragm and composite / coated lithium-ion battery diaphragm.
Equity structure: Beijing Huahao Century Investment Co., Ltd. holds 97.56% and Feng Zhiqiang 2.44%. The actual controllers are yuan Haichao and Yuan Xiuying.
Hebei Jinli is not a dishonest person.
2. Counterparty II
Name: Hebei Jinli Tianjin Branch
Type: branch of joint stock limited company (unlisted)
Date of establishment: December 30, 2021
Address: 50 meters north of Xing'an Road, No. 9 Road, Jiuyuan Industrial Park, Baodi District, Tianjin
Legal representative: Du Pengyu
The business scope includes general items: technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Battery manufacturing; Battery sales; Manufacturing of new membrane materials.
Ownership structure: Hebei Jinli Tianjin branch is a subsidiary of Hebei Jinli.
Hebei Jinli Tianjin branch is not a dishonest person.
3. Counterparty III
Name: jinwanda company
Type: other joint stock limited companies (unlisted)
Date of establishment: August 6, 2013
Address: block 3, No. 6, Yongye Road, Yundonghai street, Sanshui District, Foshan
Legal representative: Lin Yuwei
Registered capital: 10 million yuan
Main business: R & D, manufacturing, processing and sales of non porous waterproof and moisture permeable film; Develop and sell film derivatives; Operate and act as an agent for the import and export of various commodities and technologies.
Equity structure: Fspg Hi-Tech Co.Ltd(000973) holds 73.50% and Foshan Jinhe industrial investment partnership (limited partnership) holds 26.50%. The actual controller is the people's Government of Guangdong Province.
Guangdong Guangxin Holding Group Co., Ltd. (hereinafter referred to as "Guangxin group") is the controlling shareholder of Fspg Hi-Tech Co.Ltd(000973) , Jinhui company is the holding grandson of Guangxin group, and jinwanda company is the holding subsidiary of Fspg Hi-Tech Co.Ltd(000973) , which is controlled by the same controller as Jinhui company and has an associated relationship with Jinhui company.
Jinwanda company is not a dishonest person.
Jinwanda company has developed well in recent three years, and its main financial situation in recent two years is as follows:
December 31, 2021 (after December 31, 2020)
Audit) (audited)
Total assets (10000 yuan) 12984071126838
Net assets (10000 yuan) 585198485080
Project: January December 2021 January December 2020
(audited) (audited)
Operating income (10000 yuan) 15033542020995
Net profit (10000 yuan) 1003471501.15
From January 1, 2022 to the disclosure date of this announcement, Fspg Hi-Tech Co.Ltd(000973) and its subsidiaries and Jinhui company (including
Other related parties controlled by the same entity or having control relationship with each other) have accumulated 235900 yuan of related party transactions.
4. Counterparty IV
Name: Xue Huadi, address: Zhenwen Town, Wuchuan City, Guangdong Province. Xue Huadi is not a dishonest person to be executed.
5. Counterparty V
Name: Zhang Min, address: Shipai town, Dongguan City, Guangdong Province. Zhang Min is not a dishonest person to be executed.
4、 Main contents of the transaction agreement
Order transferee name main subject name transaction amount payer payment term subject delivery whether there is a so-called (yuan) type time is arranged in the transition period
1 Hebei Jinli ceramic coating unit 65840580 cash on March 4 March 5 no close
2 Hebei Jinli base film production line a, 2049510380 cash March 8 March 9 No Tianjin branch B combination, slitting machine
Division 3
No, no, no, no, no, no, no, no, no, no, no, no, no, no, no, no, no, no, no, no, no, no, no, no, no, no, no, no, no, no, no, no, no, no, no, no, no, no, no, no, no, no
Machine inspection, digital imaging
14 systems
4 one set of Xue Huadi lathe 1067850 cash March 10 March 11 No
5 Zhang Min forklift 1597820 cash March 10 March 11 No
-Total - 2151223940 ----
5、 Other arrangements involving asset transfer
This asset transfer does not involve other arrangements.
6、 Purpose of transaction and impact on the company
The company holds 25.515% equity of Jinhui company. Jinhui company is a joint-stock company of the company and is not included in the scope of the company's consolidated statements. The company calculates the investment income according to the equity method. Jinhui company continued to lose money due to its operating performance. In order to revitalize its assets, give full play to its asset benefits and protect the interests of shareholders, Jinhui company transferred its equity of Wuhu Jinhui and the assets of Sanshui branch by means of public listing. According to the actual signing and expected transaction price of asset transfer of Jinhui company, the impact on the investment income of the company in 2021 is - 27.82 million yuan, which has been reflected in the annual report of the company in 2021. The subsequent company will perform the obligation of information disclosure according to the progress of asset transfer.
7、 Risk tips
As of the disclosure date of this announcement, the land, houses, buildings and structures of Sanshui branch have not entered the public listing procedure. The remaining 45 targets of Wuhu Jinhui equity, Sanshui branch production line and supporting equipment have not been solicited to qualified transferees. Jinhui company continues to entrust the property right trading center to list for the second time at a discount of no less than 10% of the assessed value. Whether the subsequent transaction can be completed, the transaction time, transaction price and the counterparty are still uncertain. Please pay attention to the investment risk. The company will perform the obligation of information disclosure according to the progress of asset transfer.
8、 Documents for future reference
Relevant asset transaction contracts.
It is hereby announced.
