Securities code: 688560 securities abbreviation: Crown Advanced Material Co.Ltd(688560) Announcement No.: 2022-015 Crown Advanced Material Co.Ltd(688560)
Announcement on the purchase of land use rights and houses and buildings by wholly-owned subsidiaries
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 legal responsibility for the authenticity, accuracy and integrity of its contents according to law.
Important content tips:
Crown Advanced Material Co.Ltd(688560) (hereinafter referred to as “the company”) plans to use its own funds to purchase Yichun Guoyong (2006) No. 11010007 from Jiangxi Haijia Electric Appliance Co., Ltd. (hereinafter referred to as “Jiangxi Haijia”) located at No. 666 Chunchao Road, Yichun economic and Technological Development Zone, Jiangxi Province through its wholly-owned subsidiary Jiangxi mingguan lithium film technology Co., Ltd. (hereinafter referred to as “mingguan lithium film”) Part of the state-owned land use rights under the ownership certificate (including the land purchase red line area of mingguan lithium film of 146885.56 square meters), the houses and buildings under the other 14 ownership certificates owned by Jiangxi Haijia, a house without ownership certificate (68449.43 square meters), as well as enclosure, roads and other ancillary infrastructure. The total transaction amount is 81180700.00 yuan (including tax).
The company plans to use its own funds to purchase from Jiangxi Haijia through its wholly-owned subsidiary Jiangxi Jiaming film materials Co., Ltd. (hereinafter referred to as “Jiaming film”) its “Yichun Guoyong (2006) No. 11010007” (in which the red line area of land purchase of Jiaming film is 155032.60 square meters) and “Yichun Guoyong (2007)” located at No. 666 Chunchao Road, Yichun economic and Technological Development Zone, Jiangxi Province Part of the state-owned land use rights under the ownership certificate of “No. 11010048” (in which the red line area of land purchase of Jiaming film is 5883.82 square meters), houses and buildings under the other eight ownership certificates owned by Jiangxi Haijia, a house without ownership certificate (36810.89 square meters) and ancillary infrastructure such as fences and roads. The total transaction amount is 53819300.00 yuan (including tax).
The proposed purchase of assets does not constitute a connected transaction, nor does it constitute a major asset reorganization. This transaction does not need to be submitted to the general meeting of shareholders for approval.
Relevant risk tips:
1. Up to now, the relevant asset acquisition agreement has not been signed. Mingguan lithium film and Jiaming film will purchase the state-owned land use right and houses and buildings of the area agreed in the agreement according to their asset acquisition agreement, and re handle the corresponding real estate property right certificate. There is a risk of uncertain registration results in handling the real estate property right registration.
2. The land use right to be purchased and subsequent investment and construction are based on the needs of the company’s strategic development and the judgment of the market prospect of the industry. In the process of long-term planning and implementation in the future, it may face uncertain factors such as macro-economy and market environment, and there is a risk that the future development will not meet the expectations. Please pay attention to investment risks.
1、 Transaction overview
In order to ensure the implementation of the company’s medium and long-term strategic planning and industrial layout, the company effectively expands production capacity. The company plans to sign the asset acquisition agreement with Jiangxi Haijia through mingguan lithium film, a wholly-owned subsidiary of the company, Use its own funds to purchase some state-owned land use rights from Jiangxi Haijia under the ownership certificate of “Yichun Guoyong (2006) No. 11010007”, No. 666, Chunchao Road, Yichun economic and Technological Development Zone, Jiangxi Province (among which, the red line area of mingguan lithium film land purchase is 146885.56 square meters) And the other 14 houses and buildings under the ownership certificate owned by Jiangxi Haijia, a house without the ownership certificate (68449.43 square meters), as well as enclosure, roads and other ancillary infrastructure. The total transaction amount is 81180700.00 yuan (including tax).
Meanwhile, the company plans to sign the asset acquisition agreement with Jiangxi Haijia through its wholly-owned subsidiary Jiaming film, Use its own funds to purchase from Jiangxi Haijia “Yichun Guoyong (2006) No. 11010007” (in which the land purchase red line area of Jiaming film is 155032.60 square meters) and “Yichun Guoyong (2007) No. 11010048” (in which the land purchase red line area of Jiaming film is 5883.82 square meters), which are located at No. 666, Chunchao Road, Yichun economic and Technological Development Zone, Jiangxi Province Part of the state-owned land use rights under the ownership certificate, the houses and buildings under the other eight ownership certificates owned by Jiangxi Haijia, a house without the ownership certificate (36810.89 square meters) and ancillary infrastructure such as walls and roads. The total transaction amount is 53819300.00 yuan (including tax).
The state-owned land use right purchased above and the built industrial plant will be used as the reserve land for the company’s future capacity expansion; The above plots are adjacent to the company.
The company held the 22nd Meeting of the third board of directors and the 16th meeting of the third board of supervisors on January 25, 2022, deliberated and adopted the proposal on the purchase of land use rights and houses and buildings by wholly-owned subsidiaries, and the independent directors expressed their consent to the matter. This transaction does not need to be submitted to the general meeting of shareholders for approval.
This matter does not involve related party transactions, nor does it constitute a major asset reorganization as stipulated in the measures for the administration of major asset reorganization of listed companies and the special provisions on major asset reorganization of listed companies on the science and innovation board.
2、 Basic information of the counterparty:
1. Enterprise name: Jiangxi Haijia Electric Appliance Co., Ltd
2. Unified social credit Code: 91360900792840357w
3. Type: limited liability company (invested or controlled by natural person)
4. Address: No. 666, Chunchao Road, Yichun economic and Technological Development Zone, Jiangxi Province
5. Legal representative: Zhang Qianyuan
6. Registered capital: 26 million yuan
7. Date of establishment: September 28, 2006
8. Business term: September 28, 2006 to September 27, 2036
9. Business scope: production, manufacturing and sales of household appliances and sales of accessories; After sales maintenance service; Mold manufacturing and sales; House leasing. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
10. Equity structure: Shanghai Haijia Electric Appliance Co., Ltd. holds 79.6923% equity; Held by Wang Lijin
10.3077% equity; Zhang Qianyuan holds 10.0000% equity.
11. Jiangxi Haijia has no relationship with the company in terms of property rights, business, assets, creditor’s rights and debts, personnel, etc
In connection with related relationships and other relationships that may or have caused the company to tilt its interests. Upon inquiry, Jiang
Xihaijia does not belong to the dishonest executee.
3、 Basic information of the transaction object
(I) overview of underlying assets
The transaction type belongs to the purchase of assets, and the transaction object is Jiangxi Haijia Electric Appliance Co., Ltd., which is located in Jiangxi Province
No. 666, Chunchao Road, Yichun economic and Technological Development Zone (the real estate property right certificate number is “Yichun Guoyong (2006) No
Land use right and housing construction of “No. 11010007” and “Yichun Guoyong (2007) No. 11010048”)
Buildings, fences, roads and other ancillary infrastructure.
(II) specific conditions of the transaction object
1. Houses and buildings mainly include workshops, offices, dormitories, canteens, etc. located in Ma, Yuanzhou district
Wangtang (Economic Development Zone), mainly used for: office and production; Building structures include: steel-concrete and brick concrete structures,
The decoration is simple, and the daily maintenance is normal. The details are as follows:
meter
Serial Certificate No. building name (name of public building (property certificate) structure construction volume building area volume No. internal standard of the company) monthly single m2 or m3
position
1. No. 200, floor 2, building 8, building 1, yifangquan Yichun Zi No. 100, steel concrete floor 1, 2010-01 ㎡ 9906.69, No. 2-20091880
2. No. 200, floor 2, building 7, building 5, Yifang Zhengquan Yichun Zi, No. 100, No. 2-20091881, steel concrete, floor 1, 2010-01 ㎡ 9906.69
3. No. 100 steel concrete 2010-01 ㎡ 9408.49 2-20110755, floor 1, building 9, yifangquan Yichun Zi Building 9
4. No. 100 steel concrete building 1, building 13, yifangquan Yichun Zi building 13, 2010-01 ㎡ 8965.39, No. 2-20110754
5. No. 101, 1st floor, building 2, Yichun Zi, Yifang warrant No. 201, steel concrete sandwich layer, 2010-01 ㎡ 7207.14, No. 2-20091889
6. No. 101, 1st floor, building 6, yifangquan Yichun Zi, sandwiched layer steel concrete, No. 201, No. 2-20091890, No. 7207.14, 2007-01 ㎡
7. No. 100 steel concrete 2007-01 ㎡ 6733.09 2-20110752, floor 1, building 10, yifangquan Yichun Zi building 10
8 Yifang warrant Yichun Zi office building No. 200, 2nd floor, 1st floor, 100 steel concrete, 2007-01 ㎡ 1547.94, No. 2-20091887
9. No. 200, 2nd floor, building 2, Yichun Zi shift house, Yifang warrant, No. 100, 1st floor, brick concrete, No. 263.52, No. 2-20091885, 2007-01 ㎡
10 Yifang warrant Yichun Zi No. 100 brick concrete building 6, floor 1, No. 731.30 2-20091893, 2007-01 ㎡
11. Yifang warrant Yichun Zi No. 100 brick concrete No. 2-20091882, 2007-01 ㎡ on the first floor of the guard room
12 Yifang warrant Yichun Zi No. 101 brick concrete building on the first floor of toilet 2007-01 ㎡ 59.13
No. 2-20091894
13 yifangquan Yichun Zi No. 101 brick concrete No. 2-20091895, 2007-01 ㎡ on the first floor of the guard room
14 Yifang warrant Yichun Zi No.1 bungalow Building 1, No.100 brick concrete, 2007-01 ㎡ 26.41 2-20091886
15. No. 101, 1st floor, building 3, Yichun Zi, Yifang warrant, steel concrete sandwich layer, 2007-01 ㎡ 7236.52, No. 2-20091888, No. 201
16. No. 101, 1st floor, building 7, yifangquan Yichun Zi, sandwiched layer steel concrete, 2007-01 ㎡ 7207.14 2-20091891, No. 201
17 yifangquan Yichun Zi building 4, No. 100 steel concrete building 1, 2007-01 ㎡ 7178.99, No. 2-20110753
18 Yifang warrant Yichun Zi No. 100 brick concrete building 4, 1st floor, No. 2-20091883, 2007-01 ㎡ 60.26
19 Yifang warrant Yichun Zi No. 100 brick concrete building 3, floor 1, No. 88.81 2-20091884, 2007-01 ㎡
No. 100 steel concrete, floor 1, building 8, building 8, yifangquan Yichun Zi, No. 20, 2007-01 ㎡ 7624.89 2-20110756
21 Yifang warrant Yichun Zi No. 101 steel concrete 2007-01 ㎡ 564.54 2-20091892 on the first floor of power distribution room
22 Yifang warrant Yichun Zi No. 101 brick concrete building, floor 1, crushing room, 2007-01 ㎡ 199.7
