Securities code: 002129 securities abbreviation: Tianjin Zhonghuan Semiconductor Co.Ltd(002129) Announcement No.: 2022-013 Tianjin Zhonghuan Semiconductor Co.Ltd(002129)
About the holding subsidiary Zhonghuan leading semiconductor materials Co., Ltd
Announcement on capital and share increase and related party transactions
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.
1、 Transaction overview
(I) basic information
Central leading semiconductor materials Co., Ltd. (hereinafter referred to as "central leading"), a holding subsidiary of Tianjin Zhonghuan Semiconductor Co.Ltd(002129) (hereinafter referred to as "the company"), has been committed to the semiconductor materials business for many years. In order to further implement the company's long-term development strategy and industrial layout, fully mobilize the enthusiasm of the operation and management team and key employees, stimulate innovation and entrepreneurship, and effectively attract and stabilize talents, To realize that the employees holding shares share the operating risks and growth benefits with the company, central leading plans to implement employee stock ownership by increasing capital and shares. Central's leading operation and management team, key employees and leading shareholders who have made significant contributions to its operation and development plan to participate in Central's leading employee stock ownership plan directly or through the employee stock ownership platform (hereinafter referred to as "this capital increase"), with a total capital increase of RMB 1170 million, The company and other shareholders give up the preemptive right to subscribe for this capital increase.
Before the capital increase, the leading registered capital of central was RMB 9000000000, with the company holding 30.00%, Central Hong Kong Holdings Co., Ltd. (hereinafter referred to as "Central Hong Kong") holding 30.00%, and tin investment (Hong Kong) Co., Ltd. (hereinafter referred to as "tin Hong Kong") holding 16.67% Wuxi Industrial Development Group Co., Ltd. (hereinafter referred to as "Tin Group") holds 13.33% and Zhejiang Jingsheng Mechanical & Electrical Co.Ltd(300316) (hereinafter referred to as " Zhejiang Jingsheng Mechanical & Electrical Co.Ltd(300316) ") 10.00%. The total capital increase is 1170 million yuan, of which 1125 million yuan is included in the registered capital and 45 million yuan is included in the capital reserve. After the capital increase, the registered capital of central leading increased to 10125 million yuan, including 26.67% of the company, 26.67% of Central Hong Kong, 14.81% of tin products in Hong Kong, 11.85% of tin products group, Zhejiang Jingsheng Mechanical & Electrical Co.Ltd(300316) 8.89% of the shares and 11.11% of the total shares held by employees. Central leading is still within the scope of the company's consolidated statements.
The capital increase includes Tianjin Huanyu leading No. 1 enterprise management consulting partnership (limited partnership), Tianjin Huanyu leading No. 2 enterprise management consulting partnership (limited partnership) and Tianjin Huanyu leading No. 3 enterprise management consulting partnership (limited partnership) as the employee stock ownership platform. The relevant grant objects are finally determined by the central leading board of directors or its authorized subject, In view of the fact that the above ESOP platform will include some directors, supervisors and senior managers of the company, it is recognized as a related party based on the principle of substance over form and prudence. Natural persons Shen Haoping and an Yanqing are directors of the company and Wang Yanjun's position is adjusted. He is recognized as a related party less than 12 months after leaving the position of deputy general manager of the company. According to the provisions of relevant laws, regulations and regulatory rules, this capital increase constitutes a connected transaction, but does not constitute a major asset reorganization specified in the administrative measures for major asset reorganization of listed companies, and does not constitute a reorganization listing.
(II) review procedure
The capital increase and share expansion and related party transactions were deliberated and adopted at the 23rd Meeting of the sixth board of directors on January 21, 2022. The independent directors of the company submitted their prior approval opinions on the transaction and expressed their independent opinions on agreeing to the transaction. The related directors have avoided voting. This proposal shall also be approved by the first extraordinary general meeting of shareholders of the company in 2022.
2、 Basic information of capital increasing party
(I) Tianjin Huanyu leading No. 1 enterprise management consulting partnership (limited partnership) (hereinafter referred to as "Huanyu leading No. 1")
1. Basic information: established in January 2022, the enterprise type is limited partnership, the business scope is enterprise management consulting, and the executive partner is Tianjin Huanyu leading No. 1 Management Consulting Co., Ltd.
2. Main investors and related relationships: the limited partners are the leading operation and management team and key employees of central and the leading shareholders of central who have made significant contributions to their operation and development. They will include some directors, supervisors and senior managers of the company, and form a related relationship with the company based on the principle of substance over form and prudence.
3. Historical evolution and financial data: Huanyu leading No. 1 was established in January 2022, and there is no financial data of the latest year.
4. After inquiry, Huanyu leading No. 1 is not a dishonest executee.
(II) Tianjin Huanyu leading No. 2 enterprise management consulting partnership (limited partnership) (hereinafter referred to as "Huanyu leading No. 2")
1. Basic information: established in January 2022, the enterprise type is limited partnership, the business scope is enterprise management consulting, and the executive partner is Tianjin Huanyu leading No. 2 Management Consulting Co., Ltd.
2. Main investors and related relationships: the limited partners are the leading operation and management team and key employees of central and the leading shareholders of central who have made significant contributions to their operation and development. They will include some directors, supervisors and senior managers of the company, and form a related relationship with the company based on the principle of substance over form and prudence.
3. Historical evolution and financial data: Huanyu leading No. 2 was established in January 2022, and there is no financial data of the latest year.
4. After inquiry, Huanyu leading No. 2 is not a dishonest executee.
(III) Tianjin Huanyu leading No. 3 enterprise management consulting partnership (limited partnership) (hereinafter referred to as "Huanyu leading No. 3")
1. Basic information: established in January 2022, the enterprise type is limited partnership, the business scope is enterprise management consulting, and the executive partner is Tianjin Huanyu leading No. 3 Management Consulting Co., Ltd.
2. Main investors and related relationships: the limited partners are the leading operation and management team and key employees of central and the leading shareholders of central who have made significant contributions to their operation and development. They will include some directors, supervisors and senior managers of the company, and form a related relationship with the company based on the principle of substance over form and prudence.
3. Historical evolution and financial data: Huanyu leading No. 3 was established in January 2022, and there is no financial data of the latest year.
4. After inquiry, Huanyu leading No. 3 is not a dishonest executee.
(IV) 13 natural persons
1. Natural person: Shen Haoping
(1) Title: Vice Chairman and general manager of the company, leading chairman of Central
(2) Contact address: No. 12, Haitai East Road, Huayuan Industrial Zone (outside the ring), Tianjin New Technology Industrial Park
(3) Affiliated relationship: it constitutes an affiliated natural person due to holding the position of director and senior manager in the company
2. Natural person: an Yanqing
(1) Position: Director of the company, leading director of Central
(2) Contact address: No. 12, Haitai East Road, Huayuan Industrial Zone (outside the ring), Tianjin New Technology Industrial Park
(3) Affiliated relationship: as a result of holding the position of director in the company, it constitutes an affiliated natural person
3. Natural person: Wang Yanjun
(1) Title: central leading vice chairman and general manager
(2) Contact address: Dongyi Avenue, Yixing Economic and Technological Development Zone
(3) Related relationship: due to job adjustment, the former senior management of the company has left office for less than 12 months and constitutes a related natural person
4. Other 10 natural persons
(1) Title: leading management team and key employee of Central
(2) Contact address: Dongyi Avenue, Yixing Economic and Technological Development Zone
(3) Related relationship: non related natural person
After inquiry, 13 natural persons such as Shen Haoping, an Yanqing and Wang Yanjun are not dishonest Executees.
3、 Basic information of the target company
(I) basic information
Company name: central leading semiconductor materials Co., Ltd
Unified social credit Code: 91320282ma1uq5xr2l
Registered capital: 900 million yuan
Company domicile: Dongyi Avenue, Yixing Economic and Technological Development Zone
Company nature: limited liability company (Hong Kong, Macao and Taiwan investment, non wholly owned)
Legal representative: Shen Haoping
Date of establishment: December 14, 2017
Operation period: December 14, 2017 to December 13, 2037
Business scope: technical R & D, manufacturing and sales of semiconductor materials, special electronic materials, semiconductor devices and special equipment for semiconductor devices; Technology development and technology transfer in the fields of new materials, electronics and information, and mechatronics; Self operated and acting as an agent for the import and export of various commodities and technologies (except for the commodities and technologies limited or prohibited by the state); Foreign investment with self owned funds; Semiconductor production and testing equipment leasing. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
(II) main financial data of the latest year and the first period:
Main financial data of the latest year: as of December 31, 2020, the total assets were 8020.8711 million yuan and the total liabilities were 483.2638 million yuan; In 2020, the operating revenue was 1089261700 yuan and the net profit was 103279700 yuan (audited). As of September 30, 2021, the total assets are 8854.7274 million yuan and the total liabilities are 802.0744 million yuan; From January to September 2021, the operating revenue was 1479222300 yuan and the net profit was 58.6187 million yuan (Unaudited).
(III) changes in equity structure before and after capital increase: unit: 10000 yuan
Name of shareholder before capital increase amount of this capital increase after capital increase
Shareholding ratio of subscribed registered capital shareholding ratio of subscribed registered capital
Tianjin Zhonghuan Semiconductor Co.Ltd(002129) 270,000 30.00% 0 270,000 26.67%
Central Hong Kong Holdings Limited 270000 30.00% 0 270000 26.67%
Tin investment (Hong Kong) Limited 150000 16.67% 0 150000 14.81%
Wuxi Industrial Development Group Co., Ltd. 120000 13.33% 0 120000 11.85%
Zhejiang Jingsheng Mechanical & Electrical Co.Ltd(300316) 90,000 10.00% 0 90,000 8.89%
Tianjin Huanyu leading enterprise management consulting 21060 20250 2.00% consulting partnership (limited partnership)
Tianjin Huanyu leading No.2 enterprise management consulting 21060 20250 2.00% consulting partnership (limited partnership)
Tianjin Huanyu leading No. 3 enterprise management consulting 65000 62500 6.17%
Consulting partnership (limited partnership)
Shen Haoping, an Yanqing, Wang Yanjun and other 1398809500 0.94% natural persons
Total 900000 100.00% 117000 1012500 100.00%
4、 Pricing policy and basis of transaction
The pricing of this transaction takes May 31, 2021 as the base date The assets appraisal report on the value of all shareholders' equity of Zhonghuan leading semiconductor materials Co., Ltd. involved in the capital increase and share expansion of the company issued by guozhonglian assets appraisal Land Real Estate Appraisal Co., Ltd., an appraisal institution qualified for futures related appraisal business (guozhonglian pingbao Zi (2022) No. 3-0001). The appraisal adopts the income method, The assessed value of shareholders' equity is 8039872200 yuan, an increase of 208295400 yuan over the book value of 7831576800 yuan, and the assessed appreciation rate is 2.66%. According to the evaluation results, the capital increase price is 1.04 yuan / registered capital (corresponding to the paid in registered capital of 7.7 million yuan), with a total capital increase of 1.17 billion yuan. The capital increase price is determined according to the price of each registered capital after evaluation, and the transaction pricing is fair and reasonable.
5、 Main contents of this transaction
1. Capital increase method and price
In order to implement this capital increase, it is agreed to set up employee stock ownership platforms Huanyu leading No. 1, Huanyu leading No. 2, Huanyu leading No. 3 and other 13 relevant natural persons to participate in the capital increase of central leading. The total amount of capital increase is RMB 1170 million, of which RMB 1125 million is included in the registered capital and RMB 45 million is included in the capital reserve. The specific arrangements are as follows: the registered capital of central leading is
