Fuda Alloy Material Co.Ltd(603045)
Explanation on whether this reorganization constitutes reorganization and listing
Fuda Alloy Material Co.Ltd(603045) (hereinafter referred to as "listed company" or "company") takes all assets and liabilities as disposed assets (hereinafter referred to as "proposed disposed assets") as of the benchmark date of appraisal, Replace the equivalent part of all shares of Cayman aluminum (Sanmenxia) Co., Ltd. (hereinafter referred to as "Sanmenxia aluminum" and "target company") held by Hangzhou Jinjiang Group Co., Ltd. (hereinafter referred to as "Jinjiang Group") as of the benchmark date, and transfer them to Hangzhou Jinjiang Group Co., Ltd., Hangzhou Zhengcai Holding Group Co., Ltd., Zhejiang HENGJIA Holding Co., Ltd Manchester United (Hangzhou) enterprise management partnership (limited partnership), Hangzhou Yande Industrial Co., Ltd., Shaanxi nonferrous Yulin New Material Group Co., Ltd., Gansu Dongxing Aluminum Co., Ltd., Hunan caixinjingzhi equity investment partnership (limited partnership), Xiamen Xiangyuan supply chain Co., Ltd., Henan Mingtai Al.Industrial Co.Ltd(601677) , Xinjiang Shenhuo Coal Power Co., Ltd., Xinjiang Jingqian equity investment limited partnership Qianhai equity investment fund (limited partnership), Hangzhou Jingbing enterprise management partnership (limited partnership), Luoyang Qianhai science and Innovation Development Fund (limited partnership), Zhongyuan Qianhai equity investment fund (limited partnership), Fuzhou Gulou District Strait Herong venture capital partnership (limited partnership) and Zhejiang kunheng Trading Co., Ltd. purchased the remaining equity of Sanmenxia aluminum industry after replacement by issuing shares to purchase assets, Meanwhile, supporting funds are raised (hereinafter referred to as "this transaction" and "this reorganization").
Before this transaction, the controlling shareholder and actual controller of the listed company was Wang Dawu. After the completion of this transaction, the controlling shareholder of the listed company was changed to Jinjiang Group and the actual controller was changed to Xie Zhenggang. The company's control right changes before and after the listing.
In this transaction, the listed company plans to acquire 100% equity of Sanmenxia aluminum. According to the provisions of the reorganization management measures, the total assets, transaction amount, net assets, operating income and other indicators of this transaction are calculated as follows: unit: 10000 yuan
Total assets net assets operating income
The higher of the project and transaction amount and the higher of the transaction amount
Sanmenxia aluminum 4011128141556 Ping An Bank Co.Ltd(000001) 98924604
Total project assets net assets operating income
Listed company 19118338823323223045504
The proportion of financial indicators is 209805%, 188990% and 863.18%
Note: the data of the subject company are the audited total assets, net assets and the year 2020 as of December 31, 2020
Operating income generated by the degree; The data of listed companies are the audited total assets and net assets as of December 31, 2020 and the operating income generated in 2020.
It can be seen from the above table that the higher of the total assets, net assets and transaction price of the assets to be placed, and the operating income indicators of the assets to be placed exceed 100% of the corresponding indicators of the listed company, and this transaction will lead to fundamental changes in the main business of the listed company. According to the provisions of the reorganization management measures, this transaction constitutes reorganization and listing.
It is hereby explained.
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Fuda Alloy Material Co.Ltd(603045) March 31, 2022
