Securities code: 688669 securities abbreviation: Polyrocks Chemical Co.Ltd(688669) Announcement No.: 2022-002 Polyrocks Chemical Co.Ltd(688669)
Announcement on voluntary disclosure of capital increase of wholly-owned subsidiaries to Anhui Longhua Chemical Co., Ltd. and signing of capital increase agreement
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 legal liabilities for the authenticity, accuracy and integrity of its contents according to law.
Important content tips:
Name of investment object: Anhui Longhua Chemical Co., Ltd. (hereinafter referred to as "Longhua chemical") investment amount: the company's subsidiary Qingyuan pucefuroxime Chemical Co., Ltd. (hereinafter referred to as "pucefuroxime") plans to increase the capital of Longhua chemical by 30 million yuan.
Relevant risk tips:
1. The proposed capital increase to the holding subsidiary is in line with the company's development plan, but it is still affected by upstream raw material prices, industry development, market competition, operation and management and other factors, and there is some uncertainty whether the expected effect can be achieved.
2. The capital increase to the holding subsidiary is mainly used for the production expansion construction of its main products, which needs to cooperate with the capacity expansion of downstream key customers. If the production expansion plan of downstream key customers is blocked, there may be a risk that the expected income may not be achieved. Please make careful decisions and pay attention to investment risks.
1、 Overview of foreign investment
(I) basic information of foreign investment
The company was established on September 17, 2021 at Shanghai Stock Exchange (www.sse. Com. CN.) The announcement on voluntary acquisition of 59.06% equity of Anhui Longhua Chemical Co., Ltd. by a wholly-owned subsidiary was disclosed. The company acquired 59.06% of the equity of Longhua chemical with its own capital of 75.2222 million yuan, and completed the acquisition of 59.06% of the equity of Longhua chemical on January 5, 2022.
On January 7, 2022, the company held the 35th meeting of the 5th board of directors and the 21st Meeting of the 5th board of supervisors, deliberated and adopted the proposal on capital increase of wholly-owned subsidiary to Anhui Longhua Chemical Co., Ltd., and agreed that the wholly-owned subsidiary PSF would increase the capital of Longhua chemical by 30 million yuan, It is mainly used for the construction of new capacity with an annual output of 5000 tons of phosphorus pentoxide and 20000 tons of polyphosphate. On January 7, 2022, pushefu, a wholly-owned subsidiary of the company, signed the capital increase agreement between Qingyuan pushefu Phosphorus Chemical Co., Ltd., Jin Xiumin and Jin Fei on Anhui Longhua Chemical Co., Ltd. (hereinafter referred to as the "capital increase agreement") with Longhua chemical. After negotiation, pushefu subscribed for 7537688 additional shares issued by Longhua chemical, The price per share is subscribed at the price of 3.98 yuan at the early stage of the acquisition of Longhua chemical by PSF, and the corresponding total subscription capital is 30 million yuan. Upon the completion of this capital increase, the proportion of equity held by PSF in Longhua chemical will be changed from 59.06% to 66.87%.
(II) decision making and approval procedures for foreign investment
In accordance with the Listing Rules of Shanghai Stock Exchange's science and innovation board, the articles of association, foreign investment management system and other relevant provisions, the company held the 35th meeting of the Fifth Board of directors and the 21st Meeting of the Fifth Board of supervisors on January 7, 2022, and deliberated and adopted the proposal on capital increase of wholly-owned subsidiaries to Anhui Longhua Chemical Co., Ltd, This transaction does not need to be submitted to the general meeting of shareholders for deliberation.
The capital increase comes from the company's own or self raised funds, which does not constitute a related party transaction or a major asset reorganization as stipulated in the administrative measures for major capital reorganization of listed companies.
2、 Basic information of investment object
The basic information of the target company is as follows:
1. Company Name: Anhui Longhua Chemical Co., Ltd
2. Registered capital: RMB 32 million
Date of establishment: 02 / 03 / 2007
4. Registered address: Economic Development Zone, Dongzhi County, Chizhou City, Anhui Province
5. Legal representative: Jin Xiumin
6. Business scope: production and sales of polyphosphate, phosphorus pentoxide and chlorhexidine gluconate. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
7. Main financial data of the subject company
Unit: RMB 10000
Project September 30, 2021 December 31, 2020
Total assets 15734.27 11602.23
Total liabilities 8491.28 4121.48
Net assets 7242.99 7480.75
Project: January September 2021 January December 2020
Operating income 16716.99 18125.66
Total profit 1280.49 840.97
Net profit 1273.80 774.37
Audit status unaudited
Note: the above financial data for 2020 have been audited by Lixin Zhonglian Certified Public Accountants (special general partnership).
8. Equity structure of the subject company
Equity structure before capital increase:
No. name of shareholder number of shares (shares) shareholding ratio (%) mode of contribution
1 jin Xiumin 8200000 25.63 currency
2 Jinfei 4900000 15.31 currency
3 persevus 18900000 59.06
Total 32000000 100.00/
Equity structure after capital increase:
No. name of shareholder number of shares (shares) shareholding ratio (%) mode of contribution
1 pushefu 26437688 66.87 coins
2 jin Xiumin 8200000 20.74 currency
3 Jinfei 4900000 12.39 currency
Total 39537688 100.00/
3、 Main contents of the capital increase agreement
On January 7, 2022, the wholly-owned subsidiary of the company, pusefur, and Anhui Longhua chemical signed the capital increase agreement between Qingyuan pusefur Phosphorus Chemical Co., Ltd., Jin Xiumin and Jin Fei on Anhui Longhua Chemical Co., Ltd., the main contents are as follows: (I) the parties to the agreement
Party A (capital increase party): Qingyuan pusefuran Chemical Co., Ltd. Party B: Jin Xiumin Party C: Jin Feiding Party: Anhui Longhua Chemical Co., Ltd. (II) capital increase plan
1. All parties agree that Longhua chemical will increase its capital by issuing 7537688 shares, with a new registered capital of 7537688 yuan and a price of 3.98 yuan per share.
All 7537688 shares issued to the public this time are subscribed by Party A in cash, with a total subscription capital of 30 million yuan (in words: 30 million yuan only). After the capital increase, the equity structure of Longhua chemical is as follows:
Serial number shareholder's name or number of shares (shares) in the total number of shares
1 pusefur 26437688 66.87%
2 jin Xiumin 82000000 20.74%
3 Jinfei 4900000 12.39%
Total 39537688 100.00%
2. Party B and Party C agree to waive the subscription right for the directional issuance of shares.
3. Longhua chemical shall revise the articles of association and change the register of shareholders for this capital increase within 5 working days after the effectiveness of this agreement, and deliver the changed articles of association and register of shareholders to Party A; Meanwhile, Longhua chemical shall complete the industrial and commercial change registration and filing procedures involved in this capital increase as soon as possible (including but not limited to the change of registered capital involved in this capital increase and the filing of articles of association). All shareholders shall actively cooperate and assist in the above matters.
4. Relevant expenses arising from this capital increase, including but not limited to possible taxes, registration fees, fees charged by administrative organs or other third-party institutions, shall be borne by each party in accordance with relevant national regulations. (III) subscription for capital increase
1. Payment method
Party A agrees to remit the subscription fund of 30 million yuan to the designated bank account of Longhua chemical in full at one time within 15 working days after the effectiveness of this agreement.
2. Arrangement of accumulated undistributed profits
All parties agree to facilitate Longhua chemical to carry out equity distribution in 2021 after the completion of financial audit in 2021. Each shareholder of Longhua chemical will obtain equity distribution in 2021 according to their respective shareholding ratio of Longhua chemical as of December 31, 2021 (i.e. Party A 54.0625%, Party B 30.625% and Party C 15.3125%); After the implementation of equity distribution in 2021, the accumulated undistributed profits of Longhua chemical shall be enjoyed by all shareholders of Longhua chemical according to the shareholding ratio after the capital increase.
3. Purpose of subscription funds
The subscription funds paid by Party A in this capital increase shall be used for purposes related to the operation of Longhua chemical's main business, and shall not be used for entrusted loans, stock trading or other purposes not related to Longhua chemical's business. If Party A finds that Longhua chemical has used funds in violation of the above agreement, Party A has the right to require Longhua chemical to immediately correct the use of funds in breach of contract and compensate all losses suffered by Party A. (IV) liability for breach of contract
1. Any party to this agreement has false and untrue statements and / or violates its statements, commitments and guarantees, fails to perform or timely and improperly perform any of its responsibilities and obligations under this agreement, or conducts insider trading, which constitutes a breach of contract. The breaching party shall continue to perform its obligations, take remedial measures or compensate all losses suffered by the other party at the request of the other party.
2. If the breaching party fails to correct within 30 days after receiving the written correction request sent by the other parties, the other parties have the right to terminate this agreement by written notice. Meanwhile, the breaching party shall be liable for compensation and restitution for all direct or indirect economic losses suffered by other non breaching parties due to its breach of contract or the termination of the contract. The scope of compensation includes but is not limited to all payments, costs or expenses incurred or related to the settlement of any claim or the execution of the judgment, ruling or arbitral award of such claim. (V) effectiveness of the agreement and others
1. Conditions for the effectiveness of the agreement: the parties agree that the agreement will take effect when the following conditions are met: (1) the board of directors and the general meeting of shareholders of Longhua chemical consider and approve the capital increase; (2) The board of directors of Party A's parent company Polyrocks Chemical Co.Ltd(688669) deliberated and approved the capital increase.
2. This Agreement and its annexes constitute all the consensus reached by the parties on this capital increase and the arrangements under this agreement, and will replace and exclude any negotiation and agreement between the parties on the capital increase under this agreement before signing this agreement.
3. This Agreement shall be established after being signed by legal representatives or authorized representatives of all parties and stamped with official seals (if the signatory is a legal person) and signed by natural persons (if the signatory is a natural person), and shall come into force after all the conditions for effectiveness agreed in this Agreement are met.
4、 Impact of this capital increase on Listed Companies
The capital increase is based on the increase of potential downstream orders of Longhua chemical. In order to meet the capital demand for the expansion of its production and operation scale, Longhua chemical's phosphorus pentoxide expansion plan has passed the EIA reply, and the polyphosphate expansion plan is being publicized for the second time. The capital increase is mainly used for the purchase of production equipment of phosphorus pentoxide and polyphosphate Purchase of environmental protection equipment and construction of supporting buildings. This capital increase will help Longhua chemical improve its revenue and profit, enhance its market share, and enhance long-term strategic cooperation with downstream major customers.
After the capital increase, the proportion of equity held by the company in Longhua chemical industry has changed from 59.06% to 66.87%, and it is still a holding subsidiary of the company. The scope of consolidated statements will not be changed. The capital increase will not have a significant impact on the company's performance this year and future financial status and operating results.
5、 Risks of this capital increase
1. The proposed capital increase to the holding subsidiary is in line with the company's development plan, but it is still subject to the upstream raw material price, industry development and market competition
