Securities code: Fuda Alloy Material Co.Ltd(603045) securities abbreviation: Fuda Alloy Material Co.Ltd(603045) Announcement No.: 2022017 Fuda Alloy Material Co.Ltd(603045)
Announcement of the resolution of the 23rd Meeting of the 6th board of supervisors
The board of supervisors and all supervisors 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、 Meetings of the board of supervisors
Fuda Alloy Material Co.Ltd(603045) the 23rd Meeting of the 6th board of supervisors was held in the conference room of the company on March 31, 2022. The board of supervisors should have 3 supervisors, but actually 3. Mr. Huang Qingzhong, chairman of the board of supervisors and the relevant laws and regulations of the people’s Republic of China, shall preside over the meeting.
2、 Deliberation at the meeting of the board of supervisors
(I) deliberated and passed the proposal on the specific scheme of the company’s major asset replacement and issuance of shares to purchase assets and raise supporting funds and related party transactions
1. Overall plan
This major asset reorganization of the company consists of three parts: asset replacement, issuance of shares to purchase assets and supporting fund-raising and share transfer (hereinafter referred to as “this major asset reorganization” or “this transaction”). Namely:
(1) Major asset replacement: the company will replace all assets and liabilities (hereinafter referred to as “disposed assets”) as of September 30, 2021 with the equivalent part of all equity of Cayman aluminum (Sanmenxia) Co., Ltd. (hereinafter referred to as “Sanmenxia aluminum”) held by Hangzhou Jinjiang Group Co., Ltd. (hereinafter referred to as “Jinjiang Group”). (2) Issuing shares to purchase assets and raise supporting funds: the company purchased all the remaining equity of Sanmenxia aluminum held by Jinjiang Group by issuing shares, and the company purchased 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. After the issuance, the company will hold 100% equity of Sanmenxia aluminum.
At the same time, the company raised matching funds by non-public offering of shares to no more than 35 specific investors, and the total amount of this matching financing shall not exceed the transaction price of the purchase of assets by issuing shares, deducting the transaction price corresponding to Sanmenxia aluminum shareholders’ cash capital increase in Sanmenxia aluminum within six months before and during the suspension of this transaction; And the number of shares issued shall not exceed 30% of the total share capital of the listed company after the issuance of shares to purchase assets.
(3) Share transfer: Wang Dawu and Wang Zhongnan transferred 7656301 tradable shares of the company held by them to Jinjiang Group or its designated entity, and Jinjiang Group or its designated entity paid in cash. 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.
Voting result: 3 affirmative votes; No negative vote; There were no abstentions.
2. Major asset replacement
(1) Trading parties: the trading parties of asset replacement are the company, Jinjiang Group, Wang Dawu and Wang Zhongnan
Voting result: 3 affirmative votes; No negative vote; There were no abstentions.
(2) Subject matter of transaction: the disposed assets of asset replacement are all the assets and liabilities of the company as of September 30, 2021; The assets placed in the asset replacement are the equity of Sanmenxia aluminum industry with the same value held by Jinjiang Group. Voting result: 3 affirmative votes; No negative vote; There were no abstentions.
(3) Pricing principle: the valuation of assets purchased shall be based on the appraisal value confirmed in the asset appraisal report issued by the asset appraisal institution in accordance with the provisions of the Securities Law (the benchmark date of appraisal is September 30, 2021). Taking September 30, 2021 as the base date, the company adopts two methods of asset-based method and income method, and takes the appraisal results of asset-based method as the final appraisal conclusion. The appraisal value of assets under asset-based method is 1026270800 yuan, and the appraisal value of assets is 1030 million yuan after negotiation.
The valuation of the assets placed shall be based on the 100% equity evaluation value of Sanmenxia aluminum industry confirmed in the asset evaluation report issued by the evaluation institution in accordance with the provisions of the securities law, and shall be taken as the 100% equity price of Sanmenxia aluminum industry according to the price negotiated and determined by the listed company and Jinjiang Group. The 100% equity of Sanmenxia aluminum adopts two methods: asset-based method and income method, and takes the evaluation result of income method as the final evaluation conclusion. The evaluation value of 100% equity of Sanmenxia aluminum under income method is 15568 million yuan. After negotiation, the price of 100% equity of Sanmenxia aluminum is 15560 million yuan.
The price of placed assets held by Jinjiang Group = 15560 million yuan × 313439% = 4877110800 yuan.
Voting result: 3 affirmative votes; No negative vote; There were no abstentions.
(4) Asset delivery: within 30 working days after China Securities Regulatory Commission (hereinafter referred to as “CSRC”) approves this transaction, Jinjiang Group shall urge Sanmenxia aluminum to submit all materials required for equity change registration to the corresponding administrative department for Industry and commerce, and the company shall sign necessary assistance and submit relevant documents for handling the above equity change registration; The company injects the disposed assets into the disposed assets carrier and delivers them to Jinjiang Group or the third party designated by Jinjiang Group. Jinjiang Group or the third party designated by Jinjiang Group shall deliver the disposed assets to the final undertaking entity of the disposed assets (hereinafter referred to as “the final undertaking entity of the disposed assets”). All parties cooperate with the final undertaking entity of the acquired assets to complete the transfer of the property right of the acquired assets in time and sign the asset handover confirmation on the same day. It is deemed that Jinjiang Group and the listed company have fulfilled the delivery obligation of the acquired assets, and all rights and obligations of the acquired assets are enjoyed and assumed by the final undertaking entity of the acquired assets. The carrier of the disposed assets and its final undertaking entity confirm that it has been fully aware of the current defects of the disposed assets (including but not limited to unclear property rights, limited rights, possible impairment, inability to transfer ownership, inability to actually deliver, etc., hereinafter referred to as “defects of the disposed assets”), and undertake not to require the listed company, Jinjiang Group and its persons acting in concert to bear any legal liability due to the defects of the disposed assets, Nor will it unilaterally refuse to sign or request to terminate, rescind or change the agreement on major asset replacement and issuance of shares to purchase assets, the agreement on issuance of shares to purchase assets, the profit forecast compensation agreement and the share transfer agreement due to the defects of the purchased assets.
Voting result: 3 affirmative votes; No negative vote; There were no abstentions.
(5) Transfer of liabilities: from the date of completion of asset delivery, the company will no longer bear all liabilities, obligations and responsibilities arising before the asset delivery date and / or due to any reason before the asset delivery date. Such liabilities, obligations and responsibilities shall be borne by the asset carrier. If the asset carrier cannot be solved, Wang Dawu and Wang Zhongnan shall be responsible for solving them.
Wang Dawu and Wang Zhongnan shall obtain or assist the listed company to obtain the consent letter issued by all creditors (including but not limited to creditors of banks and other financial institutions and guarantors) on agreeing to purchase asset carriers to undertake the debts of the listed company before the asset delivery date.
If the loss is caused to the company due to the failure to pay off the asset carrier in time as agreed, Wang Dawu and Wang Zhongnan shall compensate the company for the resulting loss. If the creditor of the company requests to provide guarantee for the debt transfer related to the asset, the asset carrier shall provide guarantee in time. If the asset carrier cannot provide guarantee, Wang Dawu and Wang Zhongnan shall be responsible for providing guarantee in time.
For the contracts related to the disposed assets that have not been fulfilled, the disposed asset carrier promises that the rights and obligations under the above contracts will be enjoyed and borne by it after the asset delivery. If the other party of the contract requires the company to perform the contract or pursue the responsibility, the asset carrier shall perform the contract or bear the corresponding responsibility within five working days after receiving the corresponding notice from the company. If it fails to bear the corresponding responsibility and causes losses to the company, Wang Dawu and Wang Zhongnan shall be responsible for compensating the losses.
Voting result: 3 affirmative votes; No negative vote; There were no abstentions.
(6) Personnel receiving and resettlement: according to the principle of “people go with assets”, the labor relations, organizational relations (including but not limited to Party League relations), pension, medical care, unemployment, work-related injury, employment and employment of all employees of the company (referring to all employees up to the asset delivery date, including but not limited to on-the-job employees, on-the-job employees, early retired employees, retired employees, employees without pay, seconded or borrowed employees, temporary workers, etc., the same below) Maternity and other social insurance relationships, other benefits that should be provided to employees according to law, as well as other forms of agreements, agreements, arrangements, rights and obligations between the company and employees, shall be inherited by the asset carrier and installed by the asset carrier. Wang Dawu and Wang Zhongnan shall be responsible for solving any dispute or legal liability arising from employee labor relations or resettlement that cannot be solved by setting up an asset carrier.
Relevant compensation and / or compensation matters (if any) caused by the company’s early termination of labor relations with employees shall be solved or compensated by the asset carrier. If the asset carrier cannot be solved, it shall be solved by Wang Dawu and Wang Zhongnan. All existing or potential labor disputes between the company and its employees shall be solved or compensated by the asset carrier. If the asset carrier cannot be solved, they shall be solved by Wang Dawu and Wang Zhongnan.
Voting result: 3 affirmative votes; No negative vote; There were no abstentions.
(7) Profit and loss during the period: from the base date to the asset delivery date, the profit and loss generated by the disposed assets during this period shall be enjoyed or borne by the final undertaking entity of the disposed assets; The income generated from the placed assets held by Jinjiang Group during this period belongs to the company, and the loss shall be borne by Jinjiang Group and its persons acting in concert in a separate rather than joint manner according to the proportion of the price of the placed assets held by Jinjiang Group and its persons acting in concert to the total price of the placed assets held by Jinjiang Group and its persons acting in concert.
Voting result: 3 affirmative votes; No negative vote; There were no abstentions.
3. Issue shares to purchase assets and raise supporting funds
(1) Issue shares to purchase assets
A. Type and par value of issued shares
The type of shares issued this time is domestic listed RMB ordinary shares (A shares), with a par value of RMB 1.00 per share.
Voting result: 3 affirmative votes; No negative vote; There were no abstentions.
B. Distribution method: Non-public distribution to specific objects
Voting result: 3 affirmative votes; No negative vote; There were no abstentions.
C. Issuing object and subscription method
The issuing objects of this issuance are all shareholders of Sanmenxia aluminum industry, namely Jinjiang Group, Zhengcai holding, HENGJIA holding, Hangzhou Manchester United, Yande industry, Yulin new materials, Dongxing aluminum industry, Hunan Caixin, Xiamen Xiangyuan, Henan Mingtai Al.Industrial Co.Ltd(601677) , Shenhuo Coal and electricity, Xinjiang Jingqian, Qianhai Jijin, Hangzhou Jingbing, Luoyang Qianhai, Zhongyuan Qianhai, Strait fund and Zhejiang kunheng; The issuing objects subscribe with their respective equity of Sanmenxia aluminum (deducting the part used by Jinjiang Group for asset replacement).
Voting result: 3 affirmative votes; No negative vote; There were no abstentions.
D. Pricing base date and issue price
The pricing benchmark date of this offering is the date of announcement of the resolution of the 32nd meeting of the sixth board of directors of the listed company. The average trading price of shares in the 20 trading days, 60 trading days and 120 trading days before the pricing benchmark date is shown in the table below: unit: yuan / share
The average price of stock trading is 90% of the average price of interval trading
14.72 13.26 in the first 20 trading days
13.98 12.59 in the first 60 trading days
13.32 11.99 in the first 120 trading days
Based on the comprehensive comparison of the company’s stock valuation level, the profitability and valuation level of the assets to be placed in this transaction, and considering the impact of this transaction on the company’s business transformation and other factors, the issue price is determined as 90% of the average stock trading price of 120 trading days before the pricing benchmark date, i.e. 11.99 yuan / share.
During the period from the pricing benchmark date of this issuance to the date of stock issuance, if the company has ex right and ex interest matters such as dividend distribution, share distribution and conversion of capital reserve into share capital, this issuance shall be terminated
