Securities code: Liaoning Fu-An Heavy Industry Co.Ltd(603315) securities abbreviation: Liaoning Fu-An Heavy Industry Co.Ltd(603315) Announcement No.: 2022021 Liaoning Fu-An Heavy Industry Co.Ltd(603315)
Announcement on planning suspension of major asset restructuring
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.
1、 Reasons for suspension and work arrangement
Liaoning Fu-An Heavy Industry Co.Ltd(603315) (hereinafter referred to as " Liaoning Fu-An Heavy Industry Co.Ltd(603315) " or "the company") is planning to issue shares and pay cash to purchase assets, which is expected to constitute a major asset restructuring of the listed company. Due to the uncertainty of relevant matters, in order to safeguard the interests of investors and avoid significant impact on the company's share price, according to the relevant regulations of Shanghai Stock Exchange, the company applies for, The trading of the company's shares (Securities abbreviation: Liaoning Fu-An Heavy Industry Co.Ltd(603315) , securities code: Liaoning Fu-An Heavy Industry Co.Ltd(603315) ) has been suspended since the opening of the market on May 5, 2022.
The company is expected to disclose the trading plan within no more than 10 trading days, that is, to disclose relevant information in accordance with the requirements of the standards for the contents and forms of information disclosure by companies offering securities to the public No. 26 - major asset restructuring of listed companies before May 19, 2022.
If the company fails to convene the board of directors to review and disclose the trading plan within the above period, the trading of the company's securities will be resumed and the planning of relevant matters will be terminated at the latest from the opening of the market on May 19, 2022. At the same time, the main work, progress, impact on the company and subsequent arrangements of the planning matters during the suspension period will be disclosed to fully remind the risks and uncertainties of relevant matters, And promised not to plan major asset restructuring within at least one month from the date of disclosure of relevant announcements.
2、 Basic information of this transaction 1 Name of the underlying asset: 100% equity of Tianquan Fuan carbon material technology Co., Ltd. (hereinafter referred to as "Tianquan Fuan"). The basic information of Tianquan Fuan is as follows:
Company name: Tianquan Fuan carbon material technology Co., Ltd
Legal representative: Wei Fujun
Registered capital: RMB 250 million
Address: Group 4, Maoshan village, Daping Township, Shiyang Industrial Park, Tianquan County, Ya'an City, Sichuan Province
Company type: limited liability company (invested or controlled by natural person)
Date of establishment: May 29, 2019
Operation period: May 29, 2019 to long term
Unified social credit Code: 91511825ma67wr0c0a
Production, processing and sales of graphite anode materials for lithium batteries and large-scale ultra-high power graphite electrodes; Business scope: production and sales of carburizing agents and special carbon products. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
2. Names of main counterparties: Fuan Holding Co., Ltd., Li Shijun, Li Xiaopeng, Li Xiaofei, Wei Fujun and Wei bang.
3. Transaction method: the transaction method of this reorganization is expected to be issuing shares and paying cash to buy assets and raise supporting funds. There is still uncertainty in this transaction. The specific transaction mode and transaction scheme shall be subject to the information disclosed in the subsequent announced reorganization plan or reorganization report.
3、 Intentional agreement of this reorganization
On April 29, 2022, the company signed the equity acquisition intention agreement with the counterparty, agreeing to purchase the equity of the target company held by it. The equity acquisition intention agreement is the preliminary intention reached by the trading parties on this transaction. The specific scheme and relevant terms of this transaction shall be determined by the trading parties through separate negotiation and signing formal documents.
4、 Arrangement during suspension
Since the date of suspension, the company will actively carry out various work in accordance with relevant regulations, perform necessary approval and review procedures, and submit and disclose documents that meet the requirements of relevant regulations to the exchange within the promised period.
5、 Necessary risk tips
The company plans to issue shares and pay cash to purchase assets, but there is still great uncertainty. Please pay attention to the investment risk.
6、 Documents for future reference
1. Suspension application signed by the chairman of the company;
2. Basic information of major asset restructuring plans of listed companies;
3. Equity acquisition intention agreement signed by the listed company and the counterparty;
4. Explanatory document of the counterparty on the absence of Article 13 of the guidelines for the supervision of listed companies No. 7 - supervision of abnormal trading of stocks related to major asset restructuring of listed companies
It is hereby announced.
Liaoning Fu-An Heavy Industry Co.Ltd(603315) May 5, 2022
