Securities code: Shanghai Huayi Group Corporation Limited(600623) 900909 securities abbreviation: Shanghai Huayi Group Corporation Limited(600623) Huayi B shares Announcement No.: 2022018 Shanghai Huayi Group Corporation Limited(600623)
About the polymerization inhibitor project of Guangxi Huayi New Material Co., Ltd
Announcement on capital increase and related party transactions of investors
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 individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Important content tips:
Transaction description: Shanghai Huayi Group Corporation Limited(600623) (hereinafter referred to as “the company”) invested in the construction of polymerization inhibitor project (hereinafter referred to as “the project”) with the holding subsidiary Guangxi Huayi new materials Co., Ltd. (hereinafter referred to as “Guangxi new materials”) as the main body, and increased the capital of Guangxi new materials in cash with the controlling shareholder Shanghai Huayi (Group) Company (hereinafter referred to as “Shanghai Huayi”) according to the equity ratio.
The total investment amount of the project is 573.24 million yuan, and the capital increase for the investor Guangxi new materials is 171.97 million yuan (including 103.18 million yuan for the company and 68.79 million yuan for Shanghai Huayi).
Shanghai Huayi is the controlling shareholder of the company. According to the relevant provisions of the Listing Rules of Shanghai Stock Exchange, Shanghai Huayi is the related party of the company. This capital increase constitutes a related party transaction.
Including this transaction, the cumulative related party transactions (excluding daily related party transactions) between the company and Shanghai Huayi in the past 12 months exceed 5% of the absolute value of the company’s latest audited net assets due to the proposed signing of a financial service agreement (see the interim Announcement No. 2022013 of the announcement on signing a financial service agreement and related party transactions with Shanghai Huayi (Group) Company), This matter shall be submitted to the general meeting of shareholders of the company for deliberation.
1、 Overview of project investment and capital increase (related party transactions)
According to the industrial development plan of Qinzhou chemical new materials integration base of the company, the company takes Guangxi new materials, a holding subsidiary, as the main investor to build a polymerization inhibitor project with a total investment of 573.24 million yuan. At the same time, the company and Shanghai Huayi will increase the capital of Guangxi new materials in the form of cash contribution according to the equity ratio for the construction of this project. The capital increase is 171.97 million yuan, including 103.18 million yuan for the company and 68.79 million yuan for Shanghai Huayi.
2、 Introduction to related parties
1. Introduction to related party relationship
Shanghai Huayi is the controlling shareholder of the company. According to the relevant provisions of the Listing Rules of Shanghai Stock Exchange, Shanghai Huayi is the related party of the company. This capital increase constitutes a related party transaction.
2. Basic information of related parties
Shanghai Huayi was founded on January 23, 1997, with a registered capital of 328108 million yuan. Its legal representative is Liu Xunfeng, and its domicile is No. 560, Shanghai Xujiahui Commercial Co.Ltd(002561) Road, Huangpu District, Shanghai. Business scope: operation and management of state-owned assets within the scope of authorization, industrial investment, manufacturing and sales of chemical products and equipment, technical services, technology development, technical consultation, technical exchange, technology transfer, technology promotion, investment in pharmaceutical products, installation, maintenance and contracting services of chemical and pharmaceutical equipment projects, contracting overseas chemical projects and domestic international bidding projects, equipment required for the above overseas projects For the export of materials, the labor personnel required for the implementation of the above overseas projects shall be dispatched to engage in the net export business of goods and technology.
The relationship between Shanghai Huayi and the company in terms of property rights, business assets, creditor’s rights and debts, personnel, etc. meets the requirements of relevant laws and regulations.
As of December 31, 2020, the total assets of Shanghai Huayi were 78.841 billion yuan, the owner’s equity was 36.512 billion yuan, and the total liabilities were 42.329 billion yuan; In 2020, Shanghai Huayi achieved an operating revenue of 42.402 billion yuan and a net profit of 1.654 billion yuan.
3、 Basic information and main contents of project investment and capital increase (related party transactions)
(I) basic information of project investment
Project Name: polymerization inhibitor project of Guangxi Huayi new materials Co., Ltd
Project site selection: the project is located in the petrochemical industrial park of Qinzhou Port Economic and Technological Development Zone, Guangxi. The land acquisition area of the project is 133801 square meters (about 200.7 mu).
Project construction content: the production capacity of the project is 5000 t / a diphenylamine-4000 T / a phenothiazine unit, 10000 t / a hydroquinone unit, as well as supporting public works and auxiliary facilities such as central control room, power transformation and distribution station, circulating water plant, intermediate storage tank and warehouse.
Project construction period: 15 months.
Project investment and financing: the total investment of the project is 573.24 million yuan, including 525.34 million yuan of construction investment, 17.53 million yuan of interest during construction and 30.37 million yuan of working capital. The capital of the project is 171.97 million yuan, and the rest 40.127 million yuan is financed by bank loans.
Project income: it is estimated that after the completion of the project, the average annual sales revenue will be 457.93 million yuan (excluding value-added tax) and the total annual profit will be 74.08 million yuan.
(II) basic information of the subject matter of capital increase (related party transactions)
Target of capital increase: Guangxi Huayi New Material Co., Ltd
Nature of enterprise: limited liability company
Date of establishment: January 9, 2019
Operating period: 2019.1.9-2049.1.8
Registered address: No. 1, dolphin Road, Qinzhou port, Qinzhou port area, China (Guangxi) pilot Free Trade Zone
Legal representative: Jiang ZHAOFEI
Registered capital: 375147 million yuan
Business scope (main business): gas operation; Inspection and testing services (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 documents or licenses of relevant departments) general items: investment activities with self owned funds; Manufacturing of basic chemical raw materials (excluding manufacturing of licensed chemicals such as hazardous chemicals); Manufacturing of special chemical products (excluding hazardous chemicals); Sales of special chemical products (excluding hazardous chemicals); Heat production and supply; Import and export of goods; Technology import and export; Mechanical equipment leasing; Sales of mechanical equipment; Sales of reinforcement products for construction; Land use right lease; Non residential real estate leasing; Warehousing equipment leasing services; business management; Business training (excluding education training, vocational skill training and other training requiring permission) (in addition to the projects that must be approved according to law, carry out business activities independently according to law with the business license).
Equity structure: the company and Shanghai Huayi hold 60% and 40% equity respectively, and the equity structure remains unchanged after the capital increase.
Transaction content: the company and Shanghai Huayi will increase the capital of Guangxi new materials in the same proportion for the construction of this project. The capital increase amount is 171.97 million yuan, including 103.18 million yuan for the company and 68.79 million yuan for Shanghai Huayi. The company and Shanghai Huayi will inject capital in batches in cash according to the project progress.
The ownership of the subject matter of this transaction is clear, there is no mortgage, pledge or any other restriction on transfer, there is no litigation, arbitration or judicial measures such as seizure and freezing, and there are no other circumstances that hinder the transfer of ownership. 4、 Project performance prediction and analysis
1. The main products of the polymerization inhibitor project of the company are 10000 t / a hydroquinone and 4000 T / a phenothiazine. Based on the market prices of phenol, aniline and other raw materials and main products hydroquinone and phenothiazine, combined with the price fluctuation factors brought to the market after the project products are put on the market, the income and cost of each product are calculated. Combined with the production characteristics, gradually increase the production load. During the 15-year operation period of the project, the average annual income is 457.93 million yuan (excluding tax), and the average annual cost is 380.54 million yuan. The specific forecast is as follows:
Unit: 10000 yuan
Revenue and cost of main products
Hydroquinone 3032023916
Phenothiazine 1121810151
By products, etc. 42563987
Total 4579338054
2. Profit forecast
According to the above revenue, cost forecast and various operating expenses forecast, the specific conditions of the annual average profit forecast of the project are as follows:
Unit: 10000 yuan
Project amount forecast basis
Operating income (excluding tax) 45793 is calculated according to the estimated capacity, load, output and market price
Tax surcharges 332 are derived from the surtax rates of urban construction tax and education surcharges
According to the production cost of hydroquinone, phenothiazine and other products, the total cost of preparation is 38054
Calculated from manufacturing cost and period cost
The total profit is calculated according to the above operating income – taxes and surcharges – total costs 7408
Income tax 1852 is calculated according to the legal income tax rate of 25%
Net profit 5556 is calculated based on total profit – income tax
5、 Risk tips
1. The main products of the project (hydroquinone and phenothiazine) are fine chemical products, with market and price risks.
Measures: at the same time of project construction, carry out the construction of marketing force, formulate reasonable marketing strategy, establish direct sales and agency channels, and choose the opportunity for pre-sales. Give full play to the advantages of base integration, reduce production and operation costs and enhance competitiveness.
2. The project involves several sets of high freezing point devices and imported equipment. There is the impact of covid-19 epidemic on the construction cycle and investment of the project.
Measures: the project will select experienced engineering design units and contractors, determine the procurement channels of equipment in advance, and reduce the risk of increased project investment through reasonable project management mode.
6、 Impact of the project investment and capital increase on Listed Companies
The project conforms to the industrial development plan of Qinzhou chemical new material integration base of the company, conforms to the integrated development concept of the company, makes full use of the integration advantages and industrial chain advantages of Qinzhou base, as well as the development direction of independent technological innovation to the downstream fine chemical industry, and has good economic benefits. The capital increase of Guangxi new materials, the main investor of the project, can provide important financial support for the construction and development of the project and ensure the smooth development of the project.
After the completion of the investment of the project, there may be new related party transactions with Shanghai Huayi, the controlling shareholder of the company, due to the needs of daily production and operation.
7、 Review procedures to be performed in this transaction
This transaction has been deliberated and approved by the 17th meeting of the 10th board of directors of the company, and the related directors Mr. Liu Xunfeng, Ms. Wang Xia and Mr. Gu Lili have avoided voting. The audit committee of the board of directors issued a written review opinion on the transaction, and considered that the transaction was in line with the concept of integrated development of the company, the capital increase of both parties in the same proportion, in line with the provisions of relevant laws and regulations, and in line with the interests of the company and all shareholders. It agreed to submit the proposal to the 17th meeting of the 10th board of directors of the company for deliberation.
The independent directors of the company approved the transaction in advance and expressed independent opinions. They believe that the investment of the project conforms to the industrial development plan of the company, the process and technology are mature, and the project has good economic benefits after completion. The capital increase of Guangxi new materials, the main investor of the project, can provide important financial support for the construction and development of the project. This capital increase is a cash capital increase in the same proportion as the related party Shanghai Huayi. There is no damage to the interests of the company and its shareholders, especially small and medium-sized shareholders. The related party transactions comply with the principles of openness, fairness and impartiality, agree to submit them to the board of directors for deliberation, and say that when the board of directors deliberated the above related transactions, the related directors avoided voting, and the voting procedures of related party transactions comply with the provisions of the company law and other laws, regulations and the articles of association, Agree to the proposal on the polymerization inhibitor project of Guangxi Huayi new materials Co., Ltd. and the capital increase of investors considered by the 17th meeting of the 10th board of directors of the company.
This matter shall be submitted to the general meeting of shareholders of the company for deliberation. Related parties interested in the above related party transactions will withdraw from voting at the general meeting of shareholders.
8、 Other
1. The 21st session of the 9th board of directors of the company and the 2018 annual general meeting of shareholders deliberated and approved the proposal on the “750000 T / a propylene and downstream deep processing project” of Guangxi Huayi new materials Co., Ltd. and the capital increase of the investor. The company and the controlling shareholder of the company, Shanghai Huayi, increased the capital of Guangxi new materials in the form of cash contribution according to the proportion of equity, The capital increase amount is 270692 million yuan (including 1624152 million yuan for the company and 1082768 million yuan for Shanghai Huayi).
2. The proposal on the “200000 t / a bisphenol a project” of Guangxi Huayi new materials Co., Ltd. and the capital increase of the investor were deliberated and approved at the 24th Meeting of the 9th board of directors of the company. The company and Shanghai Huayi, the controlling shareholder of the company, increased the capital of Guangxi new materials in the form of cash contribution according to the equity ratio, with the capital increase amount of 979.85 million yuan (including 587.91 million yuan for the company and 391.94 million yuan for Shanghai Huayi).
3. As of the date of this announcement, the “750000 T / a propylene and downstream deep processing project” and “200000 t / a bisphenol a project” of Guangxi new materials have entered the equipment installation stage. The company and Shanghai Huayi have paid a total of 375147 million yuan in cash capital increase according to the share ratio, and have completed the industrial and commercial transformation.
It is hereby announced.
