Securities code: Weihai Guangwei Composites Co.Ltd(300699) securities abbreviation: Weihai Guangwei Composites Co.Ltd(300699) Announcement No.: 2022038 Weihai Guangwei Composites Co.Ltd(300699)
Announcement on the establishment of wholly-owned subsidiaries by foreign investment of the company
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. Dong
1、 Overview of foreign investment
Weihai Guangwei Composites Co.Ltd(300699) (hereinafter referred to as “the company”) held the 11th meeting of the third board of directors on May 20, 2022, deliberated and approved the proposal on the establishment of wholly-owned subsidiaries by the company’s foreign investment, and agreed that the company would establish a wholly-owned subsidiary “Weihai Guangwei Composite Technology Co., Ltd.” with its own capital of 100 million yuan (subject to the final approval of the administrative department for Industry and Commerce).
With the continuous expansion of carbon fiber application and the continuous enhancement of domestic carbon fiber capacity, the carbon fiber composite business has increasingly become an important direction of industry development. According to the company’s development strategy, development planning and overall industrial layout, in order to promote the rapid development of the company’s composite business, the company plans to separate the composite sector carrying out advanced composite business from the parent company of the listed company and establish a wholly-owned subsidiary.
According to the Shenzhen Stock Exchange GEM Listing Rules and other relevant laws and regulations and the articles of association, this foreign investment is within the approval authority of the board of directors and does not need to be submitted to the general meeting of shareholders for deliberation. This foreign investment does not constitute a connected transaction, nor does it constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies.
2、 Basic information of the proposed company
Company name: Weihai Guangwei composite material technology Co., Ltd. (subject to the final approval of the administrative department for Industry and Commerce)
Company type: limited liability company
Address: North Zhejiang Road, East Jiangsu Middle Road, Weihai Lingang Economic and Technological Development Zone
Registered capital: 100 million yuan
Legal representative: Lu Zhaojun
Business scope: general projects: research and development of new materials and technologies; Manufacturing of high performance fiber and composite materials; Sales of high-performance fibers and composites; Manufacturing of graphite and carbon products; Sales of graphite and carbon products; Manufacturing of synthetic materials (excluding hazardous chemicals); Sales of synthetic materials; Mold manufacturing; Mold sales; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Import and export of goods; Technology import and export. (except for the items that must be approved according to law, the company shall independently carry out business activities according to law with its business license)
Contribution method: Currency
Shareholding ratio of the company: 100%
3、 Purpose of this foreign investment and its impact on the company
1. The decline of carbon fiber production and application cost promotes the rapid development of carbon fiber and its composite industry, and drives the application field of carbon fiber to gradually extend from aerospace and sports leisure to other fields. The company’s composite material sector is separated from the parent company and established separately, which is conducive to promoting the business capacity-building and talent team construction of the sector, accelerating the development process of advanced technology and products under different application scenarios, and cultivating new business growth points for the company.
2. The composite material sector of the company has many years of experience in processing and manufacturing resin matrix composites, which can form a good synergy with the upstream and downstream businesses of the company. Through the construction of phase I and phase II of the advanced composite material R & D center in the early stage, the company now has more than 30 sets of processing and testing equipment, such as automatic blanking machine, laser projector, automatic wire laying machine, hot pressing tank, ultrasonic C-scan detection and X-ray detection, And a production and assembly plant of nearly 30000 square meters, which can carry out customized product development according to customer needs, undertake the production, assembly and delivery of various advanced composite structural parts, and set up a company for operation and development separately, which can better improve the operation efficiency and give full play to the comprehensive competitive advantage of the company’s whole production chain layout.
3. As the advanced composite business is a technology intensive, capital intensive, labor-intensive and management intensive industry, after the establishment of the new company, it may bring the risk that the investment or operation development effect does not meet the expectations due to long R & D cycle, high market threshold, high industrial technical barriers, large capital investment and other reasons.
4. The establishment of a wholly-owned subsidiary with its own funds will not have a significant adverse impact on the company’s financial situation and operating performance, which is in line with the company’s development strategy and the interests of all shareholders.
1、 Documents for future reference
1. Weihai Guangwei Composites Co.Ltd(300699) the resolution of the 11th meeting of the third board of directors;
2. Weihai Guangwei Composites Co.Ltd(300699) independent directors’ independent opinions on relevant proposals of the 11th meeting of the third board of directors.
It is hereby announced.
Weihai Guangwei Composites Co.Ltd(300699) board of directors may 20, 2022
