Securities code: 605566 securities abbreviation: Hangzhou Flariant Co.Ltd(605566) Announcement No.: 2022-001 Hangzhou Flariant Co.Ltd(605566)
Announcement on foreign investment by holding subsidiaries to establish wholly-owned subsidiaries to acquire the assets of Hangzhou Xinfu energy saving materials Co., Ltd. and Zhejiang Yuhe new materials Co., Ltd
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:
Hangzhou Hangzhou Flariant Co.Ltd(605566) new energy Co., Ltd. (hereinafter referred to as ” Hangzhou Flariant Co.Ltd(605566) ” new energy “), a wholly-owned subsidiary of Hangzhou Hangzhou Flariant Co.Ltd(605566) Industry Co., Ltd. (hereinafter referred to as” Hangzhou Flariant Co.Ltd(605566) “new energy”), a holding subsidiary of Hangzhou Flariant Co.Ltd(605566) (hereinafter referred to as “the company”), and the counterparty Hangzhou Xinfu energy saving materials Co., Ltd. (hereinafter referred to as “Xinfu energy saving”) Zhejiang Yuhe new materials Co., Ltd. (hereinafter referred to as “Yuhe new materials”) and Chen Junjian signed the asset acquisition agreement, and Hangzhou Flariant Co.Ltd(605566) new energy plans to purchase assets from Xinfu energy conservation and Yuhe new materials with a total price of 59630791.53 yuan (excluding tax).
This transaction does not constitute related party transactions and major asset restructuring
This transaction does not need to be submitted to the board of directors or the general meeting of shareholders for deliberation
There are no major legal obstacles to the implementation of this transaction
1、 Transaction overview
The company’s holding subsidiary Hangzhou Flariant Co.Ltd(605566) industry established a new wholly-owned subsidiary Hangzhou Flariant Co.Ltd(605566) new energy on January 25, 2022. On the same day, Hangzhou Flariant Co.Ltd(605566) new energy signed the asset acquisition agreement with Xinfu energy conservation and Yuhe new materials, and planned to purchase the relevant assets of Xinfu energy conservation and Yuhe new materials with a total price of 59630791.53 yuan (excluding tax). After the acquisition, Hangzhou Flariant Co.Ltd(605566) industry holds 100% equity of the target company.
The equity acquisition of the subsidiary does not constitute a connected transaction, nor does it constitute the provisions of the articles of association of major assets reorganization of listed companies. This transaction does not need to be submitted to the board of directors and the general meeting of shareholders for deliberation.
2、 Introduction to the parties to the transaction
(I) information of the acquirer
1. Company name: Hangzhou Hangzhou Flariant Co.Ltd(605566) new energy Co., Ltd
2. Registered capital: 30 million yuan
3. Legal representative: Chen Junjian
4. Business scope: general projects: Cecep Solar Energy Co.Ltd(000591) power generation technical services; Cecep Solar Energy Co.Ltd(000591) sales of thermal power generation products; Manufacturing of rubber products; Plastic products manufacturing; Sales of rubber products; Sales of plastic products; Manufacturing of high performance fiber and composite materials; Sales of high-performance fibers and composites; Research and development of new material technology; Manufacturing of photovoltaic equipment and components (except for projects subject to approval according to law, business activities shall be carried out independently according to law with business license).
5. The company holds 51% of Hangzhou Hangzhou Flariant Co.Ltd(605566) Industrial Co., Ltd., and Hangzhou Hangzhou Flariant Co.Ltd(605566) Industrial Co., Ltd. holds 100% of the equity of Hangzhou Hangzhou Flariant Co.Ltd(605566) new energy Co., Ltd.
(II) information of the transferor
Transferor 1
1. Company name: Hangzhou Xinfu energy saving material Co., Ltd
2. Registered capital: 31.5 million yuan
3. Legal representative: Chen Junjian
4. Business scope: R & D, production and sales: Rubber and plastic, rubber silicone materials, EVA Cecep Solar Energy Co.Ltd(000591) battery adhesive film. Sales: polymer materials, Cecep Solar Energy Co.Ltd(000591) film covering materials, carbon fiber materials; Technical consulting services for energy-saving materials; Import and export of goods (except for projects prohibited by laws and administrative regulations, and projects restricted by laws and administrative regulations can be operated only after obtaining permission).
Transferor 2
1. Company name: Zhejiang Yuhe New Material Co., Ltd
2. Registered capital: 50 million yuan
3. Legal representative: Hu Hairong
4. Business scope: general items: rubber products manufacturing; Sales of high-performance fibers and composites; Sales of rubber products; Sales of plastic products; Plastic products manufacturing; Manufacturing of high-performance fiber and composite materials (except for projects subject to approval according to law, business activities shall be carried out independently according to law with business license). Licensed items: import and export of goods (items that must be approved according to law can only be carried out after being approved by relevant departments. Specific business items
(III) guarantor
1. Name: Chen Junjian
2, ID number: 3301241970******37
3. Address: No. 9, Zhulin new village, Jinbei street, Lin’an City, Zhejiang Province
4. Related relationship: Mr. Chen Junjian is the chairman of Hangzhou Xinfu energy saving materials Co., Ltd. and the actual controller of Hangzhou Xinfu energy saving materials Co., Ltd. and Zhejiang Yuhe new materials Co., Ltd. He is currently the general manager of Hangzhou Hangzhou Flariant Co.Ltd(605566) Industrial Co., Ltd. and the general manager and legal representative of Hangzhou Hangzhou Flariant Co.Ltd(605566) new energy Co., Ltd. Mr. Chen Junjian has no relationship with the company, its controlling shareholder, actual controller, directors, supervisors and senior managers.
3、 Basic information of transaction object
(I) subject matter of transaction
The subject assets of this acquisition are assets related to the transferor’s Poe and EVA Cecep Solar Energy Co.Ltd(000591) battery packaging adhesive film business, specifically:
Fixed assets: mainly refer to the fixed assets necessary for business operation, mainly including machinery and equipment (mainly 10 production lines (7 built and 3 not built) and their accessories, office equipment, etc.
Inventory: mainly refers to the raw materials belonging to the transferor and the finished and semi-finished products of the transferor.
Intangible assets: mainly refer to patents and proprietary technologies related to Poe and EVA Cecep Solar Energy Co.Ltd(000591) battery packaging adhesive film. (II) evaluation of trading object
According to the appraisal report zthpz (2022) No. 05 issued by Zhejiang Tianhui Assets Appraisal Co., Ltd., as of the benchmark date of December 31, 2021, the total appraisal value of the assets transferred by Xinfu energy conservation is 54435585.01 yuan (excluding tax), of which the appraisal value of fixed assets is 8160870.73 yuan and the appraisal value of inventory is 45498882.13 yuan, The assessed value of intangible assets is 775832.15 yuan.
According to the appraisal report zthpz (2022) No. 06 issued by Zhejiang Tianhui Assets Appraisal Co., Ltd., as of the benchmark date of December 31, 2021, the total appraisal value of the assets transferred by Yuhe new material is 5195206.52 yuan (excluding tax), of which the appraisal value of fixed assets is 1923008.27 yuan and the appraisal value of inventory is 3272198.25 yuan, No intangible assets.
All parties agree that taking the above appraisal value of Zhejiang Tianhui Assets Appraisal Co., Ltd. as the acquisition consideration, the total consideration for this acquisition is 59630791.53 yuan (excluding tax).
4、 Main contents of the transaction agreement
Party A: Hangzhou Hangzhou Flariant Co.Ltd(605566) new energy Co., Ltd
Party B: Hangzhou Xinfu energy saving materials Co., Ltd. (transferor 1)
Party C: Zhejiang Yuhe New Material Co., Ltd. (transferor 2)
Party D: Chen Junjian
Party A acquires assets related to Poe and EVA Cecep Solar Energy Co.Ltd(000591) battery packaging film business owned by Party B and Party C. Party D shall provide joint and several liability guarantee for the relevant assets of Party B and Party C.
(I) parties
Acquirer: Hangzhou Hangzhou Flariant Co.Ltd(605566) new energy Co., Ltd., a limited liability company established and governed by Chinese law, whose domicile is located at No. 158, Dakang Road, Qingshanhu street, Lin’an District, Hangzhou, Zhejiang Province (floors 1 and 2, building 2).
Transferor
Transferor 1: Hangzhou Xinfu energy saving materials Co., Ltd., a limited liability company established and governed by Chinese law, whose domicile is located at No. 158, Dakang Road, Qingshanhu street, Lin’an District, Hangzhou, Zhejiang Province.
Transferor 2: Zhejiang Yuhe New Material Co., Ltd., a limited liability company established and governed by Chinese law, whose domicile is located at No. 158, Dakang Road, Qingshanhu street, Lin’an District, Hangzhou City, Zhejiang Province.
Transferor 1 and transferor 2 are collectively referred to as “Transferor”.
Guarantor: Chen Junjian, a natural person with full civil capacity, is the actual controller of Party B and Party C.
(II) acquisition of target assets
The parties agree that the subject assets of this acquisition are the assets related to the transferor’s Poe and EVA Cecep Solar Energy Co.Ltd(000591) battery packaging adhesive film business, specifically:
Fixed assets: mainly refer to the fixed assets necessary for business operation, mainly including machinery and equipment (mainly 10 production lines (7 built and 3 not built) and their accessories, office equipment, etc.
Inventory: mainly refers to the raw materials belonging to the transferor and the finished and semi-finished products of the transferor.
Intangible assets: mainly refer to patents and proprietary technologies related to Poe and EVA Cecep Solar Energy Co.Ltd(000591) battery packaging adhesive film. (III) purchase price
Acquisition pricing
According to the appraisal report zthpz (2022) No. 05 issued by Zhejiang Tianhui Assets Appraisal Co., Ltd., as of the benchmark date of December 31, 2021, the total appraisal value of the assets transferred by Party B is 54435585.01 yuan (excluding tax), of which the appraisal value of fixed assets is 8160870.73 yuan and the appraisal value of inventory is 45498882.13 yuan, The assessed value of intangible assets is 775832.15 yuan.
According to the appraisal report zthpz (2022) No. 06 issued by Zhejiang Tianhui Assets Appraisal Co., Ltd., as of the benchmark date of December 31, 2021, the total appraisal value of the assets transferred by Party C is 5195206.52 yuan (excluding tax), of which the appraisal value of fixed assets is 1923008.27 yuan, the appraisal value of inventory is 3272198.25 yuan, and there are no intangible assets.
All parties agree that taking the above appraisal value of Zhejiang Tianhui Assets Appraisal Co., Ltd. as the acquisition consideration, the total consideration for this acquisition is 59630791.53 yuan (excluding tax).
(IV) delivery of underlying assets
Delivery of fixed assets
In principle, the transferor shall transfer all the fixed assets and intangible assets to be transferred in to the acquirer before the delivery date (January 31, 2022), and the transferor shall issue invoices to the acquirer and deliver the corresponding fixed assets and intangible assets to the acquirer for use; The acquirer shall count and confirm the transferred in fixed assets according to the details of fixed assets listed in the appraisal report; Taxes arising from the transfer of fixed assets shall be borne by each party.
Delivery of inventory
In principle, the transferor shall transfer all the inventory to the Purchaser before the delivery date (January 31, 2022), and the transferor shall issue an invoice to the purchaser; Before the inventory is transferred in, the financial personnel of all parties shall jointly count and confirm it, hand it over to the acquirer and put it under the control of the acquirer; The taxes and fees arising from inventory transfer shall be borne by each party.
(V) treatment of creditor’s rights and debts before the delivery date
In principle, all creditor’s rights and debts incurred before the delivery date (January 31, 2022) are not included in the scope of transferred assets agreed in this Agreement and shall be disposed of by the transferor. In case of litigation and disputes arising therefrom, the transferor shall deal with them, and Party D shall provide joint and several liability guarantee.
(VI) terms and methods of payment
Payment of fixed assets
After the transferor completes the delivery of fixed assets and intangible assets in accordance with the regulations, the acquirer shall pay the price of fixed assets and intangible assets to the transferor within 30 days from the delivery date (January 31, 2022).
Payment of inventory price
Party A shall pay 30 million yuan within 10 days after the signing of this agreement. After the transferor completes the delivery of inventory, the purchaser shall pay the remaining inventory price to the transferor within 30 days from the delivery date (January 31, 2022). The taxes incurred during the delivery of the underlying assets shall be borne by each Party accordingly.
(VII) representations and warranties
Party B, Party C and Party D represent and guarantee:
Ensure that the information about the underlying assets listed in the details of the underlying assets is true;
Ensure that the ownership of the subject assets is undisputed, unsecured and not sealed up, and that the transferor has all the property rights of the subject assets. In case of any dispute arising from the property rights of the purchased assets, the transferor shall be responsible for handling and bearing the losses of the purchaser caused thereby, and Party D shall provide joint and several liability guarantee;
The transferor is qualified to sign this agreement. With regard to the transfer of the subject assets, the transferor has performed the internal approval procedures in accordance with the requirements of laws, regulations, normative documents and articles of association.
Representations and warranties of the purchaser:
The acquirer confirms that it is qualified to sign this Agreement and performs necessary internal approval procedures in accordance with laws, regulations, normative documents and articles of Association;
The acquirer will perform the obligation to pay the price of the subject assets in accordance with the agreement, and ensure that the source of funds for the acquirer to pay the transferee’s subject assets is legal.
5、 The impact of foreign investment on Listed Companies
This investment meets the company’s overall development needs and business development needs, and there is no case that damages the interests of listed companies and shareholders. If this investment is finally successfully implemented, it will help to further expand the company’s sustainable development space and enhance the company’s comprehensive competitiveness.
6、 Risk analysis of foreign investment
After this transaction, the company may have risks affected by macroeconomic, market competition, management and other factors in the business process, and there is certain uncertainty in the future operation. The company will pay close attention to the development of the market and industry, actively prevent and resolve various risks according to the planned and orderly implementation plan, and strive to obtain a good return on investment.
It is hereby announced.
Hangzhou Flariant Co.Ltd(605566) board of directors January 26, 2022
