A-share listing place: Shanghai Stock Exchange Stock Code: Fuda Alloy Material Co.Ltd(603045) securities abbreviation: Fuda Alloy Material Co.Ltd(603045) Fuda Alloy Material Co.Ltd(603045)
Report on major asset replacement and issuance of shares to purchase assets and raise supporting funds and related party transactions (Draft)
Name of counterparty
Exchange of assets issued by the controlling shareholders of hengdexia and jindexia group and the holding shareholders of Hangzhou jindexia Aluminum Co., Ltd
The subscribers of the raised matching funds are qualified specific investors
Date of signing: March, 2002
Company statement
The company and all directors, supervisors and senior managers guarantee that there are no false records, misleading statements or major omissions in the contents of this report, and bear individual and joint legal liabilities for its authenticity, accuracy, integrity and timeliness.
The matters stated in this report do not represent the substantive judgment, confirmation or approval of the CSRC and Shanghai Stock Exchange on matters related to this reorganization. The entry into force and completion of the matters related to the reorganization described in this report have yet to be approved by the CSRC.
The controlling shareholder of the company and its persons acting in concert, actual controllers, directors, supervisors and senior managers promise: if I am suspected of false records, misleading statements or major omissions due to the information provided or disclosed in this reorganization, I promise not to transfer the shares directly or indirectly held in the listed company until the investigation conclusion is formed, And shall submit the written application for suspension of transfer and the stock account to the board of directors of the listed company within two trading days after receiving the notice of filing and inspection, and the board of directors shall apply for locking to the stock exchange and the registration and Clearing Company on its behalf; If I fail to submit the locking application within two trading days, the board of directors has the right to directly submit my identity information and account information to the stock exchange and the registration and settlement company after verification and apply for locking; If the board of directors fails to submit their identity information and account information to the stock exchange and the registration and settlement company, the stock exchange and the registration and settlement company have the right to directly lock the relevant shares. If the investigation concludes that there are violations of laws and regulations, I promise to lock in the shares and voluntarily use them for compensation arrangements for relevant investors.
When evaluating the reorganization of the company, investors should carefully consider the risk factors disclosed in this report in addition to other contents of this report and relevant documents disclosed at the same time with this report.
After the completion of this transaction, the company shall be responsible for the changes of the company’s operation and income; The investor shall be responsible for the investment risk caused by this transaction. If investors have any questions about this report, they should consult their own stockbrokers, lawyers, accountants or other professional consultants.
Counterparty commitment
The counterparty of this reorganization has issued a letter of commitment to ensure that the relevant information provided for this reorganization is true, accurate and complete, and there is no false record, misleading statement or major omission. If the information provided has false record, misleading statement or major omission, which causes losses to the listed company or investors, it will be liable for compensation according to law.
The counterparty promises that if the information provided or disclosed in this reorganization is suspected of false records, misleading statements or major omissions, and is filed for investigation by the judicial organ or the CSRC, the company will not transfer the shares with interests in the listed company until the investigation conclusion is formed, and submit the written application for suspension of transfer and stock account to the board of directors of the listed company within two trading days after receiving the notice of filing and inspection, The board of directors shall apply to the stock exchange and the registration and Clearing Company for locking on behalf of the company; If the application for locking is not submitted within two trading days, the board of directors is authorized to directly submit the identity information and account information of the company to the stock exchange and the registration and settlement company after verification and apply for locking; If the board of directors fails to submit the identity information and account information of the company to the stock exchange and the registration and settlement company, it shall authorize the stock exchange and the registration and settlement company to directly lock the relevant shares. If the investigation concludes that there are violations of laws and regulations, the company promises to lock in shares and voluntarily use them for compensation arrangements for relevant investors.
Statement of relevant securities service institutions and personnel
The independent financial consultant Huatai United Securities Co., Ltd., the Legal Consultant Beijing Zhonglun law firm, Tianjian Certified Public Accountants (special general partnership), zhongtianyun Certified Public Accountants (special general partnership), Beijing zhongqihua Asset Appraisal Co., Ltd The handling personnel of the proposed asset appraisal institution Zhongshui Zhiyuan Appraisal Co., Ltd. and the above institutions guarantee the authenticity, accuracy and integrity of the transaction application documents. If there are false records, misleading statements or major omissions in the reorganization application documents, and the relevant securities service institutions fail to be diligent and responsible, they will bear joint and several liability for compensation.
Tips on major issues
The words or abbreviations mentioned in this part have the same meanings as those mentioned in the “interpretation” of this report. Remind investors to carefully read the full text of this report and pay special attention to the following matters: I. overview of this trading scheme
The transaction plan includes: (1) major asset replacement; (2) Issue shares to purchase assets; (3) Transfer of shares; (4) Raise supporting funds. The aforesaid major asset replacement, issuance of shares, purchase of assets and transfer of shares are effective at the same time and on the premise of each other, which together constitute an integral part of this major asset restructuring. If any one of them fails to obtain the required approval (including but not limited to the approval of the internal competent approval authorities of relevant parties and the approval of relevant government departments), this major asset restructuring will not take effect from the beginning; The raising of supporting funds is based on the premise of major asset replacement, issuance of shares to buy assets and share transfer. Its success does not affect the implementation of major asset replacement, issuance of shares to buy assets and share transfer. (I) major asset replacement
The listed company will take all assets and liabilities as disposed assets as of the benchmark date and replace the equivalent part of all shares of Sanmenxia aluminum held by Jinjiang Group as of the benchmark date. The final undertaking subject of the disposed assets is Wang Dawu or the third party designated by Wang Dawu to undertake the final capital contribution carrier.
According to the appraisal report No. [2021] 020695 issued by Zhongshui Zhiyuan appraisal, taking September 30, 2021 as the appraisal base date, the appraisal result of asset-based method is selected as the final appraisal conclusion. The appraisal value of the proposed assets in this transaction is 1026270800 yuan, and the transaction price of the assets is 1030 million yuan through negotiation.
According to the appraisal report of zhongqihua pingbao Zi (2022) No. 6103 issued by zhongqihua appraisal, taking September 30, 2021 as the appraisal base date and the appraisal result of income method as the final appraisal conclusion, the appraisal value of 100% equity of Sanmenxia aluminum in this transaction is 15568 million yuan. Through friendly negotiation between the two parties, the transaction price of 100% equity of Sanmenxia aluminum is 15560 million yuan. (II) issuing shares to purchase assets
In this transaction, the value of the assets purchased is 1030 million yuan, the value of the equity of Sanmenxia aluminum held by Jinjiang Group is 48771108 million yuan, and the above difference is 38471108 million yuan. Except Jinjiang Group, the value of the equity of Sanmenxia aluminum held by other shareholders of Sanmenxia aluminum is 106828892 million yuan. For the difference of assets held by Jinjiang Group and the equity of Sanmenxia aluminum held by other shareholders of Sanmenxia aluminum, Purchased by a listed company by issuing shares.
The pricing benchmark date for the purchase of assets by issuing shares this time is the announcement date of the resolution of the 32nd meeting of the sixth board of directors of the listed company. The issuing price of shares for the purchase of assets by issuing shares this time is 11.99 yuan / share, which is not less than 90% of the average stock price of 120 trading days before the pricing benchmark date, which is in line with the relevant provisions of the reorganization management measures. During the period from the pricing base date of this offering to the issue date, if the listed company has ex rights and ex interests matters such as dividend distribution, share distribution and conversion of capital reserve into share capital, the issue price will be adjusted accordingly in accordance with the relevant rules of the exchange. (III) share transfer
Wang Dawu and Wang Zhongnan plan to transfer their 7249741 shares and 406560 shares of the listed company with no sale conditions respectively, with a total of 7656301 shares to Hangzhou Kechuang (the designated subject of Jinjiang Group); The parties confirm that the transfer price per share is 24.82 yuan / share, and the total transfer consideration is 1900294 million yuan. Hangzhou Kechuang pays the consideration of the transferred target shares in cash.
After the completion of this transaction, the listed company will hold 100% equity of Sanmenxia aluminum, the controlling shareholder of the listed company will be changed to Jinjiang Group, and the actual controller will be changed to Xie Zhenggang. (IV) raising supporting funds
In this transaction, the listed company plans to raise supporting funds by non-public offering of shares through inquiry, with a total supporting financing amount of no more than 300 million yuan for Jinxin chemical’s annual output of 1.2 million tons of alumina project and repayment of bank loans. If the amount of the matching funds raised this time does not exceed 100% of the transaction price of the assets purchased by issuing shares in this transaction (excluding the transaction price corresponding to the part of the underlying assets purchased by the counterparty with cash capital increase within six months before and during the suspension of this transaction), the number of shares issued by matching financing will not exceed 30% of the total share capital of the listed company after purchasing assets by issuing shares this time.
If the aforesaid pricing method and issuance quantity are inconsistent with the latest regulatory requirements of the securities regulatory authority, the relevant parties will make corresponding adjustments according to the latest regulatory opinions of the regulatory authority.
The raised matching funds are subject to major asset replacement, issuance of shares to purchase assets and share transfer. Their success does not affect the implementation of major asset replacement, issuance of shares to purchase assets and share transfer. (V) price of shares issued this time
1. Purchase price and number of issued shares
The pricing benchmark date for the purchase of assets by issuing shares this time is the date of announcement of the resolution of the 32nd meeting of the sixth board of directors of the listed company, i.e. October 16, 2021. The average trading price of the company’s shares in the 20 trading days, 60 trading days and 120 Trading days before the pricing benchmark date is as follows:
Unit: yuan / share
S / N transaction average price type transaction average price transaction average price 90%
1. The average price of 20 trading days before the pricing benchmark date is 14.72 13.26
2. The average price of 60 trading days before the pricing benchmark date is 13.98 12.59
3. The average price of 120 trading days before the pricing benchmark date is 13.32 11.99
Through friendly negotiation between all parties to the transaction, the issue price of the shares for the purchase of assets is determined to be 11.99 yuan / share, which shall not be lower than 90% of the average transaction price of the shares 120 trading days before the pricing benchmark date. The final issue price must be approved by the CSRC. From the pricing base date to the issuance date, if the company has ex dividend and ex right behaviors such as dividend distribution, bonus shares, conversion of share capital or allotment of shares, the issuance price of the issued shares to purchase assets will be adjusted accordingly in accordance with the relevant provisions of the CSRC and the Shanghai Stock exchange.
2. Price and quantity of shares issued by supporting financing
(1) Price of shares issued by supporting financing
The matching funds raised by this non-public offering of shares are issued through inquiry, and the pricing benchmark date is the first day of the issuance period. According to the relevant provisions of the measures for the administration of issuance, the issuance price of the supporting funds raised by the issuance of shares is no less than 80% of the average stock price of the 20 trading days before the pricing benchmark date. After the issuance is approved by the CSRC, the board of directors of the listed company will negotiate with the independent financial adviser (lead underwriter) of the issuance according to the authorization of the general meeting of shareholders, the provisions of relevant laws, administrative regulations and normative documents, and the inquiry.
From the pricing base date to the issuance date, if the company has ex rights and ex interests matters such as dividends, share distribution, allotment of shares, conversion of capital reserve into share capital, the issuance price of supporting funds raised by issuing shares will be adjusted accordingly, and the number of shares issued will be adjusted accordingly. If the aforesaid pricing method and issuance quantity are inconsistent with the latest regulatory requirements of the securities regulatory authority, the relevant parties will make corresponding adjustments according to the latest regulatory opinions of the regulatory authority. (2) Number of shares issued by supporting financing
The total amount of supporting funds raised this time shall not exceed 300 million yuan, and the amount of supporting funds raised shall not exceed 100% of the transaction price of purchasing assets by issuing shares in this transaction. The number of shares issued by this supporting financing will not exceed 30% of the total share capital of the listed company after the issuance of shares to purchase assets. After purchasing assets by issuing shares this time, the total share capital of the listed company is 1349463194 shares, so the number of shares issued for supporting financing this time does not exceed 404838958 shares.
If the raising of matching funds will cause the number of shares issued to exceed 30% of the total share capital of the company after the issuance of shares to purchase assets, the number of shares issued by the raising of matching funds will be determined according to the above-mentioned issuance ceiling, and the total amount of matching funds raised will be reduced accordingly, The amount of supporting funds raised and the number of shares of the company subscribed by each subscription object in the supporting funds raised will also be adjusted accordingly according to the current subscription proportion.
The final issuance quantity will be determined by the listed company through consultation with the independent financial consultant (lead underwriter) according to the subscription quotation after being approved by the CSRC.
If the aforesaid pricing method and issuance quantity are inconsistent with the latest regulatory requirements of the securities regulatory authority, the relevant parties will make corresponding adjustments according to the latest regulatory opinions of the regulatory authority
