Securities code: Fuda Alloy Material Co.Ltd(603045) securities abbreviation: Fuda Alloy Material Co.Ltd(603045) Announcement No.: 2022022 Fuda Alloy Material Co.Ltd(603045)
Suggestive announcement on the change of controlling shareholders, actual controllers and other shareholders' equity of more than 5% involved in this major asset restructuring
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.
1、 Changes in equity this time
On March 31, 2022, the company held the 36th meeting of the sixth board of directors, deliberated and approved the proposal on the specific scheme of the company's major asset replacement and issuing shares to purchase assets and raising supporting funds and related party transactions and related proposals.
This major asset reorganization of the company consists of four parts: major asset replacement, issuance of shares to purchase assets, share transfer and raising supporting funds (hereinafter referred to as "this major asset reorganization" or "this transaction"). As of September 30, 2021, all assets and liabilities held by Jinjiang Group (hereinafter referred to as "Sanmenxia") and Hangzhou sanmenye Group Co., Ltd. (hereinafter referred to as "Sanmenxia") were replaced with all assets held by Jinjiang Group (hereinafter referred to as "Sanmenxia").
2. Issuing shares to purchase assets: the company purchases all the remaining equity of Sanmenxia aluminum held by Jinjiang Group by issuing shares, and the company purchases Hangzhou Zhengcai Holding Group Co., Ltd. (hereinafter referred to as "Zhengcai holding") and Zhejiang HENGJIA Holding Co., Ltd. (hereinafter referred to as "HENGJIA holding") by issuing shares Manchester United (Hangzhou) enterprise management partnership (limited partnership) (hereinafter referred to as "Hangzhou Manchester United"), Hangzhou Yande Industrial Co., Ltd. (hereinafter referred to as "Yande industry") (collectively referred to as the "concerted actors of Jinjiang Group"), Shaanxi nonferrous Yulin New Material Group Co., Ltd. (hereinafter referred to as "Yulin new material"), Gansu Dongxing Aluminum Co., Ltd. (hereinafter referred to as "Dongxing aluminum") Hunan Caixin Jingzhi equity investment partnership (limited partnership) (hereinafter referred to as "Hunan Caixin"), Xiamen Xiangyuan supply chain Co., Ltd. (hereinafter referred to as "Xiamen Xiangyuan"), Henan Mingtai Al.Industrial Co.Ltd(601677) (hereinafter referred to as " Henan Mingtai Al.Industrial Co.Ltd(601677) "), Xinjiang Shenhuo Coal Power Co., Ltd. (hereinafter referred to as "Shenhuo Coal Power"), Xinjiang JingQian Equity Investment Co., Ltd. (hereinafter referred to as "Xinjiang Jingqian") Qianhai equity investment fund (limited partnership) (hereinafter referred to as "Qianhai fund"), Hangzhou Jingbing enterprise management partnership (limited partnership) (hereinafter referred to as "Hangzhou Jingbing"), Luoyang Qianhai science and Innovation Development Fund (limited partnership) (hereinafter referred to as "Luoyang Qianhai"), Zhongyuan Qianhai equity Investment Fund (limited partnership) (hereinafter referred to as "Zhongyuan Qianhai") Fuzhou Gulou District Strait Herong venture capital partnership (limited partnership) (hereinafter referred to as "Strait fund") Zhejiang kunheng Trading Co., Ltd. (hereinafter referred to as "Zhejiang kunheng") (the above-mentioned Yulin new materials, Dongxing aluminum, Hunan Caixin, Xiamen Xiangyuan, Henan Mingtai Al.Industrial Co.Ltd(601677) , Shenhuo Coal and electricity, Xinjiang Jingqian, Qianhai fund, Hangzhou Jingbing, Luoyang Qianhai, Zhongyuan Qianhai, Strait fund and Zhejiang kunheng are collectively referred to as "financial investor shareholders participating in this transaction") holds all the equity of Sanmenxia aluminum.
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. The issue price is 11.99 yuan / share, which is agreed by all parties. 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.
3. Wang Dawu and Wang Zhongnan plan to transfer their 7249741 shares and 406560 shares of listed companies with unlimited sales conditions respectively, with a total of 7656301 shares to Hangzhou Kechuang Nonferrous Metals Research Co., Ltd. (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 Nonferrous Metals Research Co., Ltd. pays the consideration of the transferred target shares in cash.
4. Supporting funds raised: 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 this transaction.
The above-mentioned three transactions of major asset replacement, issuance of shares, purchase of assets and share transfer take effect at the same time and are preconditions for each other. Any one or more items cannot be implemented without the approval of government departments or regulatory agencies, and other items will not be implemented. The raising of supporting funds is based on the successful implementation of major asset replacement, issuance of shares to purchase assets and share transfer. The major asset replacement, issuance of shares to purchase assets and share transfer are not based on the successful implementation of raising supporting funds. Finally, the success of raising supporting funds does not affect the implementation of major asset replacement, issuance of shares to purchase assets and share transfer.
See the website of Shanghai Stock Exchange on the same day for details（ http://sse.com.cn. ）And the report on Fuda Alloy Material Co.Ltd(603045) major asset replacement and issuance of shares to purchase assets and raise supporting funds and related party transactions (Draft) and abstract issued by the information disclosure media designated by the company.
2、 Changes of controlling shareholders and actual controllers before and after the transaction
Before this transaction, the controlling shareholder and actual controller of the listed company was Wang Dawu.
After this transaction, the controlling shareholder of the listed company was changed to Jinjiang Group and the actual controller was changed to Xie Zhenggang. 3、 Shareholding of other shareholders of more than 5% before and after this equity change
Before this transaction, the total share capital of the listed company was 137620000 shares. The changes in the share capital structure of listed companies after this transaction (excluding the raised matching funds) are shown in the following table:
Before and after this transaction
Number of shares held by shareholders shareholding ratio shareholding ratio (shares) (shares)
Wang Dawu 3624870626.34% 289989652.15%
Wang Zhongnan 20328001.48% 16262400.12%
Chen Songyang, Chen Chen, Lu Xiaohe 11131000.81% 11131000.08%
Wang Dawu and those acting in concert 3939460628.63% 317383052.35% total
Other public shareholders 71.37% 982253947.28%
Hangzhou Kechuang - 76563010.57%
Hangzhou Jinjiang Group Co., Ltd. -- 32085995323.78%
Hangzhou Zhengcai Holding Group Co., Ltd. - 30140070322.33%
Zhejiang HENGJIA Holding Co., Ltd. - 1032293747.65%
Hangzhou Yande Industrial Co., Ltd. - 856513766 6.35%
Manchester United (Hangzhou) enterprise management partnership - 856513766 6.35% industry (limited partnership)
Having the relationship of concerted action with Jinjiang Group -- 67.02% of 904449083 is the total number of entities
Shaanxi nonferrous Yulin new material group -- 608319434.51% limited liability company
Gansu Dongxing Aluminum Co., Ltd. - 608319434.51%
Hunan caixinjingzhi equity investment partnership -- 486655543.61% enterprise (limited partnership)
Before and after this transaction
Number of shares held by shareholders shareholding ratio shareholding ratio (shares) (shares)
Xiamen Xiangyuan supply chain Co., Ltd. - 405546283.01% company
Henan Mingtai Al.Industrial Co.Ltd(601677) - - 32,443703 2.40%
Xinjiang Shenhuo Coal Power Co., Ltd. - 243327771.80%
Xinjiang JingQian Equity Investment Co., Ltd. - 190820881.41% enterprise
Qianhai equity investment fund (limited partnership -- 81109250.60%)
Hangzhou Jingbing enterprise management partnership -- 72998330.54% (limited partnership)
Luoyang Qianhai science and Technology Innovation Development Fund (with - 40554620.30% limited partnership)
Zhongyuan Qianhai equity investment fund (with - 40554620.30% limited partnership)
Fuzhou Gulou District Strait financial venture capital -- 40554620.30% partnership (limited partnership)
Zhejiang kunheng Trading Co., Ltd. - 7306320.05%
Total 13762 Shenzhen Ecobeauty Co.Ltd(000010) 0.00% 1349463194100.00%
4、 Other matters
According to the securities law of the people's Republic of China and the measures for the administration of the acquisition of listed companies and other relevant provisions, the information disclosure obligors related to the changes in the company's equity will perform the information disclosure obligations in accordance with the provisions. See the relevant information published in Securities Daily, securities times and cninfo (www.cn. Info. Com. CN) on the same day Report on Fuda Alloy Material Co.Ltd(603045) major asset replacement and issuance of shares to purchase assets and raise matching funds and related party transactions (Draft), summary of acquisition report of Hangzhou Jinjiang Group Co., Ltd., and Fuda Alloy Material Co.Ltd(603045) simplified equity change report.
As of the date of Fuda Alloy Material Co.Ltd(603045) major asset replacement and issuance of shares to purchase assets and raise supporting funds and related party transactions (Draft) and summary disclosure, this major asset reorganization still needs to be deliberated and approved by the general meeting of shareholders of the company and approved by the CSRC. Whether this major asset reorganization can obtain the above approval or approval and the time of final approval or approval is uncertain. Please pay attention to the investment risks.
It is hereby announced
Fuda Alloy Material Co.Ltd(603045) board of directors April 1, 2022
