Securities code: Shandong Shida Shenghua Chemical Group Company Limite(603026) securities abbreviation: Shandong Shida Shenghua Chemical Group Company Limite(603026) Announcement No.: pro 2021039 Shandong Shida Shenghua Chemical Group Company Limite(603026)
Announcement on the company's purchase of equity of participating companies and the introduction of ESOP platform by participating companies
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 content tips:
Name of investment object: Shandong Shida Fuhua New Material Technology Co., Ltd
The company purchased 31.25% shares of Shida Fuhua held by Fuhai group and 15% shares of Shida Fuhua held by jindayuan group with its own funds.
In order to support the development of Shida Fuhua and enhance the cohesion of Shida Fuhua company, the company gave up some preemptive rights and introduced the employee stock ownership platform Dongying Xintai Heyi industrial investment partnership (limited partnership). Dongying Xintai one industrial investment partnership (limited partnership) purchased 10% shares of Shida Fuhua held by jindayuan group with its own funds.
After the equity transfer is completed, the shareholders of Shida Fuhua are changed to: the company accounts for 90% of the shares, and Dongying Xintai Heyi industrial investment partnership (limited partnership) accounts for 10% of the shares.
After the completion of this equity transfer, Shida Fuhua changed from a participating subsidiary to a holding subsidiary within the scope of the company's consolidated statements.
This transaction does not constitute a major asset restructuring, and there are no major legal obstacles to its implementation.
This matter is within the approval authority of the board of directors of the company and does not need to be submitted to the general meeting of shareholders for deliberation. 1、 Transaction overview
(I) basic information of the transaction
1. Fuhai Group New Energy Holding Co., Ltd. (hereinafter referred to as Fuhai group) holds 31.25% of the shares of Shandong Shida Fuhua New Material Technology Co., Ltd. (hereinafter referred to as Shida Fuhua), and Shandong jindayuan group no longer holds the shares of Shida Fuhua after the transfer.
2. The company purchased 31.25% shares of Shida Fuhua held by Fuhai group and 15% shares of Shida Fuhua held by jindayuan group with its own funds.
3. In order to support the development of Shida Fuhua and enhance the cohesion of Shida Fuhua company, the company gave up some preemptive rights and introduced the employee stock ownership platform Dongying Xintai Heyi industrial investment partnership (limited partnership).
4. Dongying Xintai Heyi industrial investment partnership (limited partnership) purchases 10% shares of Shida Fuhua held by jindayuan group with its own funds.
5. After the equity transfer is completed, the shareholders of Shida Fuhua are changed to: the company accounts for 90% of the shares, and Dongying Xintai Heyi industrial investment partnership (limited partnership) accounts for 10% of the shares. Shida Fuhua has become a holding subsidiary within the scope of the company's consolidated statements.
(II) deliberations of the board of directors
On May 3, 2022, the company held the 17th meeting of the seventh board of directors to consider the proposal on the company's purchase of equity of participating companies and the introduction of employee stock ownership platform by participating companies. The proposal was adopted by 9 votes in favor, 0 votes against, 0 abstentions and 0 votes avoided.
(III) according to the Listing Rules of Shanghai Stock Exchange and the articles of association and other relevant provisions, this matter is within the approval authority of the board of directors of the company and does not need to be submitted to the general meeting of shareholders for deliberation.
(IV) this foreign investment does not constitute a connected transaction, does not constitute a major asset reorganization specified in the administrative measures for major asset reorganization of listed companies, and there are no major legal obstacles to its implementation. 2、 Basic information of ESOP platform
ESOP platform:
1. Shareholding platform: Dongying Xintai Heyi industrial investment partnership (limited partnership) (subject to the name approved by the Department of industry and Commerce)
2. Enterprise type: limited partnership
3. Executive partner: Dongying Xintai Holding Co., Ltd. (subject to the name approved by the industrial and commercial department)
4. Limited partners: the incentive objects participating in the plan, i.e. the important managers, core technicians and business backbones of Shida Fuhua who play an important role in business development.
5. Subscribed capital contribution: 40 million yuan in total
6. Source of funds: self owned or self raised funds. 3、 Basic information of the target company
Company name: Shandong Shida Fuhua New Material Technology Co., Ltd. (hereinafter referred to as Shida Fuhua)
Registered address: No. 198, Tongxing Road, Kenli District, Dongying City, Shandong Province
Unified social credit Code: 91370500ma3qx7fk4a
Date of establishment: November 6, 2019
Enterprise type: other limited liability companies
Legal representative: Guo Jianjun
Registered capital: 40 million yuan
Main business: chemical products (excluding dangerous goods and perishable products); Investing with its own assets; New material technology development, technology transfer, technical consultation and technical services; Self operated or acting as an agent for the import and export business of various commodities and technologies (except those restricted or prohibited by the state). (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Operation: as of December 31, 2021, the total assets were 2241702 million yuan and the liabilities were 9.7505 million yuan; In 2021, the accumulated operating income was 4684489 million yuan and the net profit was 5.276 million yuan (Unaudited)
As of March 31, 2022, the total assets were 2509189 million yuan and the total liabilities were 380653 million yuan; In the first quarter of 2022, the accumulated operating revenue was 896000 yuan and the net profit was 1058000 yuan. (audited) IV. basic information of share transferor
Equity transferor 1:
Company name: Fuhai Group New Energy Holding Co., Ltd
Registered address: 500M north and west of the intersection of Haisheng road and Heyan Road, Hekou District, Dongying City, Shandong Province unified social credit Code: 91370503ma3r34l169
Date of establishment: November 27, 2019
Enterprise type: other limited liability companies
Legal representative: Li Tao
Registered capital: 140 million yuan
Main business: new energy technology promotion services; Sales of mechanical equipment, hardware products and electronic products, chemical products (excluding dangerous goods), plastic products and coal; Mariculture; Tree planting; Manufacturing of bamboo, rattan, palm and grass products; Earthwork works; Operating lease of mechanical equipment; Garment manufacturing; Information technology consulting services; Professional intermediary services; Self support and agency of import and export business of various commodities and technologies (except those restricted and prohibited by the state). (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Operation: as of December 31, 2021, the total assets were 2 Shenzhen Longli Technology Co.Ltd(300752) 4400 yuan and the total liabilities were 1116170700 yuan; In 2021, the accumulated operating income was 58024885300 yuan and the net profit was 1969902800 yuan.
(audited)
As of March 31, 2022, the total assets are 226863303 million yuan and the total liabilities are 104507026 million yuan; In the first quarter of 2022, the accumulated operating revenue was 14106087700 yuan and the net profit was 378415000 yuan. (Unaudited)
Equity transferor 2:
Company name: Shandong jindayuan Group Co., Ltd
Registered address: No. 726, Beiyi Road, Dongying District, Dongying City, Shandong Province
Unified social credit Code: 91370500 Beijing Fjr Optoelectronic Technology Co.Ltd(688272) 9947
Date of establishment: April 29, 2009
Enterprise type: limited liability company (invested or controlled by natural person)
Legal representative: Li Xiuju
Registered capital: 120 million yuan
Main business: the enterprise invests in commerce, industry, service industry, agriculture, construction and manufacturing with its own funds (it shall not operate finance, securities, futures, financial management, fund-raising, financing and other related businesses); Enterprise management consulting; Rental of office equipment; Sales of electronic equipment, building materials, computer accessories and consumables, instruments and meters, labor protection products, clothing, shoes and hats, daily necessities; Technology development and service of science and technology projects; Oil and gas well engineering technology development and service. (for projects subject to approval according to law, business activities can only be carried out with the approval of relevant departments) operation: as of December 31, 2021, the total assets were 581532300 yuan and the total liabilities were 349372800 yuan; In 2021, the accumulated operating income was 5.1448 million yuan and the net profit was - 303048 million yuan. (Unaudited)
As of March 31, 2022, the total assets are 580389100 yuan and the total liabilities are 351224200 yuan; In the first quarter of 2022, the accumulated operating income was RMB 10000 and the net profit was -2994600. (Unaudited) v. comparison before and after this equity transfer
1. Before the completion of this equity purchase, the equity structure of the subject company of the transaction is as follows:
Sequence name or name of shareholder holding registered capital shareholding ratio No. / 10000 yuan example /%
1 Shandong Shida Shenghua Chemical Group Company Limite(603026) 17,500 43.75
2 Fuhai Group New Energy Holding Co., Ltd. 1250031.25
3 Shandong jindayuan Group Co., Ltd. 1 Shenzhen Tellus Holding Co.Ltd(000025) .00
2. After the completion of this equity purchase, the equity structure of the subject company of the transaction is as follows:
Name or name of the shareholder holding the registered capital shareholding ratio No. / 10000 yuan /%
1 Shandong Shida Shenghua Chemical Group Company Limite(603026) 36,000 90.0
2 Dongying Xintai Heyi industrial investment partnership (limited partnership) 400010.0
6、 Pricing method
1. According to the asset appraisal report (Dongxin pingbao Zi (2022) No. 16) issued by Dongying Xinda Asset Appraisal Office, as of the benchmark date of March 31, 2022, the book value of the net assets of Shandong Shida Fuhua New Material Technology Co., Ltd. on the benchmark date of appraisal is 212853600 yuan, and the appraisal value is 212254500 yuan. This appraisal mainly adopts the asset-based method.
2. The company purchased 31.25% shares of Shida Fuhua held by Fuhai group with its own capital of 6547416606 yuan and 15% shares of Shida Fuhua held by jindayuan group with its own capital of 5142759971 yuan.
3. In order to support the development of Shida Fuhua and enhance the cohesion of Shida Fuhua company, the company gave up some preemptive rights and introduced the employee stock ownership platform Dongying Xintai Heyi industrial investment partnership (limited partnership).
4. Dongying Xintai one industrial investment partnership (limited partnership) purchased 10% shares of Shida Fuhua held by jindayuan group with its own capital of 95173314 yuan.
5. After the equity transfer is completed, the shareholders of Shida Fuhua are changed to: the company accounts for 90% of the shares, and Dongying Xintai Heyi industrial investment partnership (limited partnership) accounts for 10% of the shares. Shida Fuhua has become a holding subsidiary within the scope of the company's consolidated statements.
7、 Main contents of the joint venture agreement
Party A: Shandong Shida Shenghua Chemical Group Company Limite(603026)
Party B: Dongying Xintai Heyi industrial investment partnership (limited partnership)
1. Profit distribution and loss sharing
When the joint venture distributes the after tax profits of the current year, 10% of the profits shall be withdrawn and included in the statutory reserve fund. When the cumulative amount of the statutory accumulation fund reaches more than 50% of the company's registered capital, it may not be withdrawn. If the statutory reserve fund is insufficient to cover the losses of previous years, the profits of the current year must be used to cover the losses before withdrawing the statutory reserve fund in accordance with this paragraph.
In each year, if there is any surplus after tax profit after making up the losses and withdrawing the provident fund, the joint venture shall pay dividends, the proportion of which shall not be less than 40%, and the shareholders shall distribute it according to the proportion of paid in capital contribution.
If the loss of the joint venture company needs to be shared by the shareholders, the shareholders shall share it according to the proportion of paid in capital contribution.
2. Equity transfer
(1) Shareholders may transfer all or part of their equity to each other.
The transfer of equity by a shareholder to a person other than a shareholder shall be subject to the consent of more than half of the other shareholders. Shareholders shall notify other shareholders in writing of the transfer of their equity for consent. If other shareholders fail to reply within 30 days from the date of receiving the written notice, they shall be deemed to have agreed to the transfer. If more than half of the other shareholders disagree with the transfer, the shareholders who disagree shall purchase the Transferred Equity; If it does not purchase, it shall be deemed to have agreed to the transfer.
For the equity transferred with the consent of shareholders, other shareholders have the preemptive right under the same conditions. If two or more shareholders claim to exercise the preemptive right, they shall negotiate to determine their respective purchase proportion; If the negotiation fails, the preemptive right shall be exercised according to the respective proportion of capital contribution at the time of transfer.
(2) If Party B fails to pay the corresponding capital contribution according to the above capital contribution time due to its partner's violation of the relevant provisions on capital contribution in the partnership agreement, and the delay is more than 30 days, Party B may transfer the subscribed but unpaid capital contribution (excluding the reserved share) to Party A, and the transfer price shall be determined at RMB 0 per share.
(3) By the end of 2027, if the audited net profit of the joint venture reaches 136 million yuan in any fiscal year, Party A shall purchase the equity of the joint venture held by Party B at the fair market price; If the joint venture fails to meet the above performance indicators before the end of 2027, Party A shall purchase the shares held by Party B in the joint venture at the beginning of 2028 according to the fixed income of Party B's initial investment amount plus the benchmark interest rate of bank loans in the same period
