Securities code: Shanxi Taigang Stainless Steel Co.Ltd(000825) securities abbreviation: Shanxi Taigang Stainless Steel Co.Ltd(000825) Announcement No.: 2022012 Shanxi Taigang Stainless Steel Co.Ltd(000825)
Announcement on foreign investment
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Overview of foreign investment
(I) basic information of foreign investment
Shanxi Taigang Stainless Steel Co.Ltd(000825) (hereinafter referred to as "the company" or " Shanxi Taigang Stainless Steel Co.Ltd(000825) ") and Linyi Xinhai New Material Co., Ltd. (hereinafter referred to as "Xinhai new material") and Shandong Xinhai Industry Co., Ltd. (hereinafter referred to as "Xinhai industry") signed the agreement on capital increase of Shandong Xinhai Industry Co., Ltd. between Shanxi Taigang Stainless Steel Co.Ltd(000825) and Linyi Xinhai New Material Co., Ltd., and the company plans to increase capital of 392.7 million yuan to Xinhai industry. After the capital increase, the company holds 51% equity of Xinhai industry and Xinhai new material holds 49% equity of Xinhai industry.
(II) approval procedures for foreign investment
The 22nd Meeting of the 8th board of directors of the company deliberated and adopted the proposal on foreign investment and capital increase of Shandong Xinhai Industrial Co., Ltd.
According to the Listing Rules of Shenzhen Stock Exchange, the articles of association and other relevant laws and regulations, this foreign investment does not need to be submitted to the general meeting of shareholders for deliberation.
(III) this foreign investment does not constitute a connected transaction, nor does it constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies.
2、 Counterparty introduction
(I) industrial and commercial registration information of Xinhai new materials
Company name: Linyi Xinhai New Material Co., Ltd
Unified social credit Code: 9137132707968343xh
Company type: other limited liability companies
Company address: North Section of Central Avenue, Lingang Industrial Park, Junan County, Linyi City, Shandong Province
Legal representative: he Zhongyu
Registered capital: 567997216 yuan
Business scope: production and sales of nickel alloy and development, utilization and transfer of related technologies; Sales of self-produced solid waste; Commercial concrete sales; Sales of electrolytic nickel, chromium alloy, manganese alloy, silicon manganese alloy, mineral powder (stone), coal, chemical raw materials (excluding dangerous goods), Wujinjiaodian, stainless steel and its products; Import and export of goods and technology. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments).
(II) equity structure of Xinhai new materials
No. shareholder name contribution amount (10000 yuan) shareholding ratio
1 Linyi Xintai Mining Co., Ltd. 2066919 36.39%
2 Shanghai Zhuoyue enterprise management center 1417554 24.96%
3 Shandong Xinhai Technology Co., Ltd. 1377946 24.26%
4 Shanghai jielv enterprise management center 817554 14.39%
Total 5679972 100.00%
(III) Xinhai new material has no relationship with the company, its controlling shareholders, actual controllers, directors, supervisors and senior managers.
(IV) after inquiry on China execution information disclosure network, Xinhai new material is not listed as a dishonest executee.
3、 Basic information of transaction object
(I) industrial and commercial registration information of Xinhai industry
Company name: Shandong Xinhai Industrial Co., Ltd
Unified social credit Code: 91371327ma3c613g9c
Company type: limited liability company (sole proprietorship of legal person invested or controlled by non natural person)
Company domicile: Junan Lingang Industrial Park, Linyi City, Shandong Province
Legal representative: Wang Wenlong
Registered capital: 200 million yuan
Business scope: production and sales of stainless steel products; Sales of coal, chemical raw materials (excluding dangerous goods) and Wujinjiaodian; Development, transfer and promotion of smelting technology; Online trade agency, goods transportation and warehousing. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
(II) equity structure
Before this capital increase, the equity structure of Xinhai industry is as follows:
No. shareholder name contribution amount (10000 yuan) shareholding ratio
1 Xinhai new material 2 Shenzhen Ecobeauty Co.Ltd(000010) 0.00%
Total 2 Shenzhen Ecobeauty Co.Ltd(000010) 0.00%
After the capital increase, the equity structure of Xinhai industry is as follows:
No. shareholder name contribution amount (10000 yuan) shareholding ratio
1 Shanxi Taigang Stainless Steel Co.Ltd(000825) 25,500 51%
2 Xinhai new material 2450049%
Total 5 Shenzhen Ecobeauty Co.Ltd(000010) 0%
4、 Main contents of capital increase agreement
(I) capital increase plan
The new registered capital of Xinhai industry is 300 million yuan. After the capital increase, the registered capital of Xinhai industry is 500 million yuan. After the capital increase, the equity structure of Xinhai industry is changed as follows:
Serial number shareholder name subscribed registered capital (10000 yuan) shareholding ratio (%)
1 Shanxi Taigang Stainless Steel Co.Ltd(000825) 25,500 51
2 Xinhai new material 2450049
Total 5 Shenzhen Ecobeauty Co.Ltd(000010) 0
(II) capital increase price
According to the appraisal results, all parties determine that the price of this capital increase is 1.54 yuan for every 1 yuan of registered capital, and the total capital increase price payable by the investor is 462 million yuan. The details are as follows:
Unit: 10000 yuan
No. the investor's capital increase price and the subscribed registered capital are included in the capital reserve
1 Shanxi Taigang Stainless Steel Co.Ltd(000825) 39,270.00 25,500.00 13,770.00
2 Xinhai new material 69 Hwa Create Corporation(300045) 00 Hangzhou Oxygen Plant Group Co.Ltd(002430) 00
Total 462 Fawer Automotive Parts Limited Company(000030) Ping An Bank Co.Ltd(000001) 620000
(III) corporate governance
The board of directors of Xinhai industry consists of five directors and one chairman.
Shanxi Taigang Stainless Steel Co.Ltd(000825) nominated 3 candidates for directors and Xinhai new material nominated 2 candidates for directors. The directors are elected by the shareholders' meeting of the company, and the chairman is nominated by Xinhai new materials and elected by the board of directors by more than half of all directors.
The board of supervisors of Xinhai industry is composed of three supervisors, Shanxi Taigang Stainless Steel Co.Ltd(000825) and Xinhai new material nominate one supervisor respectively, and another employee supervisor is democratically elected; One chairman of the board of supervisors is nominated by Xinhai new materials and elected by more than half of all supervisors.
Xinhai industry has one general manager nominated by Shanxi Taigang Stainless Steel Co.Ltd(000825) and the general manager is the legal representative of the company; One chief financial officer, nominated by Shanxi Taigang Stainless Steel Co.Ltd(000825) ; There are two deputy general managers, one nominated by Shanxi Taigang Stainless Steel Co.Ltd(000825) and one nominated by Xinhai new material.
(IV) effectiveness of the agreement
This Agreement shall be established from the date when the legal representatives or authorized representatives of all parties sign and affix their official seals, and shall come into force after all the following conditions are met:
(1) Shanxi Taigang Stainless Steel Co.Ltd(000825) and Xinhai new material have obtained the approval of the competent authority respectively for this foreign investment;
(2) The long-term agreement on power supply between Junan Liyuan Thermal Power Co., Ltd., a subsidiary of Xinhai new materials holdings, and Xinhai industry has been signed and entered into force;
(3) The long-term agreement on the supply of ferronickel (red delivery) between Xinhai new materials and Xinhai industry was signed and came into force;
(4) The supplementary agreement of Xinhai industry, Xinhai new materials and nickel base Park Investment Center on clarifying that the nickel base Park Investment Center will no longer convert debt into equity according to the convertible debt investment agreement is signed and takes effect;
(5) Xinhai industry has obtained the explanatory documents from Junan County People's government, Junan county development and Reform Commission and Linyi ecological environment bureau that there are no violations or exemptions from administrative punishment.
5、 Purpose of foreign investment and its impact on the company
The joint venture established by the company and Xinhai new materials to increase capital to Xinhai industry will build a 300 series stainless steel low-cost and efficient production base Shanxi Taigang Stainless Steel Co.Ltd(000825) and Xinhai new material belong to the stainless steel production and manufacturing industry chain and have strong capital strength. The joint venture can realize the red delivery of molten nickel and iron with the help of the established rkef of the shareholder Xinhai new material, which can greatly reduce the freight, electricity and production loss required for production, and has a strong synergistic effect. At the same time, the newly established joint venture has obvious location advantages and a wide range of market radiation, which is an important measure to optimize the northern coastal layout of Shanxi Taigang Stainless Steel Co.Ltd(000825) steel.
The establishment of a joint venture by this foreign investment is consistent with the company's vision, objectives and development ideas, which is of positive significance to enhance the company's competitive advantage and sustainable development ability; At the same time, the investment amount and investment risk are controllable as a whole, which plays a positive role in the company's future production, operation and performance growth, and will not have a significant adverse impact on the company's financial situation. This investment is based on the actual operation and strategic deployment of the company, and there is no situation that damages the interests of the listed company and the legitimate rights and interests of all shareholders.
6、 Existing risks
This investment still needs to be approved or filed by relevant government departments such as business concentration approval, which is uncertain. The company will pay close attention to the establishment and follow-up operation of the joint venture, strictly control the project access standards and implementation process risks, establish an effective control and supervision mechanism, and maintain the safety of the company's investment funds. And timely fulfill the follow-up information disclosure obligations in accordance with the requirements of the Listing Rules of Shenzhen Stock Exchange (revised in 2022) and the articles of association.
7、 Documents for future reference
1. Resolutions of the 22nd Meeting of the 8th board of directors of the company;
2. Capital increase agreement between Shanxi Taigang Stainless Steel Co.Ltd(000825) and Linyi Xinhai New Material Co., Ltd. on Shandong Xinhai Industrial Co., Ltd.
It is hereby announced.
Shanxi Taigang Stainless Steel Co.Ltd(000825) board of directors
April 16, 2002
