Securities code: 603398 securities abbreviation: mubang high tech Announcement No.: 2022-005 Jiangxi mubang High Tech Co., Ltd
Suggestive announcement on planning to acquire assets
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.
Important risk tips:
Jiangxi mubang High Tech Co., Ltd. (hereinafter referred to as "the company") intends to acquire 100% equity of Inner Mongolia haoan Energy Technology Co., Ltd. (hereinafter referred to as "Inner Mongolia haoan" or "target company") in cash (hereinafter referred to as "this transaction"). The company signed the acquisition intention agreement with Zhang Zhongan and Yu Jumei (hereinafter referred to as the "counterparty");
This transaction is expected to constitute a major asset restructuring as stipulated in the administrative measures for major asset restructuring of listed companies; The final purchase price will be determined through further negotiation based on the assessed value; The capital of this transaction will be raised by the company in a reasonable manner including but not limited to its own funds, bank loans, raised funds and so on according to the finally confirmed transaction price; The specific transaction plan is still under discussion, and there is uncertainty in this transaction;
This transaction needs to be submitted to the competent decision-making body for deliberation in accordance with the articles of association, and there is uncertainty whether the resolution can be passed or when the resolution can be adopted.
1、 Overview of this transaction
The company signed the acquisition intention agreement with the counterparty, which stipulates that the company plans to acquire all the equity of Inner Mongolia hao'an held by the counterparty in cash, in order to broaden the main business scope of the company and cultivate new profit growth points. The parties to the agreement will submit it to the relevant decision-making body for approval according to the negotiation and project progress. There is still uncertainty whether they can sign the formal transaction documents and finally conclude the transaction.
Both parties will actively promote the audit, evaluation and other related work of the target company. The final purchase price will be determined through further negotiation based on the assessed value. This transaction does not involve related party transactions. This transaction is expected to constitute a major asset restructuring stipulated in the administrative measures for major asset restructuring of listed companies. The company will conduct examination and approval in accordance with the securities law, the Listing Rules of Shanghai Stock Exchange, the articles of association and other relevant systems, and perform the obligation of information disclosure in a timely manner.
2、 Basic information of transaction object
1. Name: Inner Mongolia haoan Energy Technology Co., Ltd
2. Address: No. 1, photovoltaic industrial park, new industrial park, tumed Right Banner, Baotou City, Inner Mongolia Autonomous Region
3. Legal representative: Zhang Zhongan
4. Unified social credit Code: 91150221ma0q4pwc2e
5. Registered capital: 50 million yuan
6. Enterprise type: limited liability company
7. Business scope: production and sales of monocrystalline silicon rod, monocrystalline silicon wafer, polycrystalline silicon ingot, polycrystalline silicon wafer, battery wafer, Cecep Solar Energy Co.Ltd(000591) components and their series products; Sales of head and tail materials, Cecep Solar Energy Co.Ltd(000591) street lamps and their leftover materials and photovoltaic materials; Cecep Solar Energy Co.Ltd(000591) photovoltaic power generation (operate within the validity period with the license); Cecep Solar Energy Co.Ltd(000591) development, consultation, design, construction and maintenance of photovoltaic projects; Sales and leasing of mechanical equipment and accessories; Self support and agency of import and export business of various commodities and technologies (operating with license).
8. Main business
Inner Mongolia haoan is a high-tech enterprise mainly engaged in the R & D, production and sales of photovoltaic silicon wafers. Its main products are Cecep Solar Energy Co.Ltd(000591) monocrystalline silicon wafers, silicon rods, etc. The main business site covers an area of about 150000 square meters and has about 400 employees. It was officially put into operation in July 2019. At present, 1.5gw monocrystalline silicon rod project has been completed, and the production capacity is expected to increase to 3gw in February 2022. The main specifications of silicon wafer products are 166mm, 182mm and 210mm. The main customers are Shunfeng optoelectronics, Hunan Red Sun optoelectronics, Runyang optoelectronics, Lu'an Cecep Solar Energy Co.Ltd(000591) , Jinzhai Jiayue, a new energy, etc.
9. Ownership structure
No. shareholding ratio of shareholders
1 Zhang Zhongan 90%
More than 2 Jumei 10%
Total 100%
10. Financial situation
Unit: 10000 yuan
December 31, 2021 December 31, 2020
Total assets 45830.17 35775.42
Net assets 16910.16 6511.23
Project 2021 2020
Operating income 82598.26 34147.58
Net profit 10398.94 2263.36
The above financial data have not been audited.
11. Does this transaction involve related party transactions
The company has no relationship with the subject matter of the transaction and the counterparty. Therefore, this transaction does not involve related party transactions with the company.
3、 Basic information of the counterparty
Counterparty 1: Zhang Zhongan, male, born in May 1976, Chinese nationality, without overseas residence right, domicile: Qingyunpu District, Nanchang City, Jiangxi Province, currently holds 90% equity of the target company, including the chairman of Inner Mongolia haoan Energy Technology Co., Ltd., the chairman of Jiangxi haoan Energy Technology Co., Ltd., and the chairman and general manager of Jiangxi Jierui Electromechanical Equipment Co., Ltd, There is no relationship with the listed company.
Counterparty 2: Yu Jumei, female, born in October 1973, Chinese nationality, without overseas residence right, domicile: Qingyunpu District, Nanchang City, Jiangxi Province, currently the deputy general manager of Jiangxi Jierui Electromechanical Equipment Co., Ltd., holds 10% equity of the target company, and has no relationship with the listed company.
Counterparty 1 and counterparty 2 are husband and wife.
4、 Impact of this transaction on Listed Companies
If this transaction is successfully implemented, it will help the company to develop new main business, from the current development, production and sales of educational toys to the development situation of "educational toy industry + photovoltaic industry", which is conducive to enhancing the profitability of the company.
This transaction is still in the planning stage, and will not have a significant impact on the company's normal production, operation and performance until the company has completed the legal procedures and the transaction has not been formally implemented.
5、 Transaction price and capital source
The transaction price will be based on the appraisal value confirmed in the appraisal report issued by the appraisal institution hired by the company in accordance with the provisions of the securities law, and the transaction price will be determined by the trading parties through negotiation.
The capital of this transaction will be raised by the company in a reasonable manner including but not limited to its own funds, bank loans, raised funds and so on according to the finally confirmed transaction price.
6、 The estimated time for disclosure of major asset purchase plan or major asset purchase report (Draft)
In accordance with the measures for the administration of major asset restructuring of listed companies and other relevant provisions of the CSRC, the company will hire an intermediary to conduct due diligence on the subject matter of the transaction. It is expected to disclose the major asset purchase plan or major asset purchase report (Draft) within three months from the disclosure date of this suggestive announcement.
7、 Risk tips
The acquisition intention agreement only indicates the intention of this transaction. The parties to the agreement will submit it to the relevant decision-making body for consideration according to the negotiation and project progress. The specific transaction scheme is still under discussion and there is still uncertainty. Please invest rationally and pay attention to investment risks.
It is hereby announced.
Board of directors of Jiangxi mubang High Tech Co., Ltd. January 10, 2002
