The third extraordinary general meeting of shareholders in 2021
Conference materials
January 28, 2022
Topics of the third extraordinary general meeting of shareholders in 2021
1、 Deliberating the proposal on introducing investors into wholly-owned subsidiaries by means of capital increase
Agenda:
Shenma Industry Co.Ltd(600810)
Proposal on introducing investors into wholly-owned subsidiaries by means of capital increase
(January 28, 2002)
Dear shareholders and representatives
1、 Transaction overview
Henan Shenma nylon Chemical Co., Ltd. (hereinafter referred to as "nylon chemical"), a wholly-owned subsidiary of the company, plans to introduce investors in the form of non-public agreement capital increase. The capital increase party is Jinshi manufacturing transformation and upgrading new material Fund (limited partnership) (hereinafter referred to as "Jinshi fund"), and the capital increase amount is RMB 1.2 billion, After the capital increase, the proportion of equity of the target company held by Jinshi fund was 20.22%.
This capital increase transaction does not constitute a connected transaction, nor does it constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies and relevant documents. The company agrees to waive the preemptive right for this capital increase transaction. According to the audit report (xksbz [2022] No. zb10004) issued by Lixin Certified Public Accountants (special general partnership) Henan Branch, as of October 31, 2021, the owner's equity of Henan Shenma nylon Chemical Co., Ltd. was 3944.8762 million yuan. According to Zhonglian pingbao Zi [2022] No. 8 appraisal report on the value of all equity assets of shareholders of Henan Shenma nylon Chemical Co., Ltd. involved in the proposed capital increase and share expansion of Henan Shenma nylon Chemical Co., Ltd. (hereinafter referred to as the "appraisal report") issued by Zhonglian asset appraisal group Co., Ltd., taking October 31, 2021 as the benchmark date, The assessed value of all shareholders' equity of Henan Shenma nylon Chemical Co., Ltd. is 4734955500 yuan. Compared with the book value of 3944876200 yuan, the assessed value-added is 790079300 yuan, with a value-added rate of 20.03%.
According to the capital increase agreement of Henan Shenma nylon Chemical Co., Ltd. signed by the company, Henan Shenma nylon Chemical Co., Ltd. and Jinshi manufacturing transformation and upgrading new material Fund (limited partnership), Henan Shenma nylon Chemical Co., Ltd. increased capital and shares, On the basis of its existing registered capital of 2708711000 yuan (in words: two billion seven hundred and eight million seven hundred and eleven thousand yuan only), According to the appraisal results assessed by an independent appraisal institution with securities and futures qualification and filed by the competent authority (i.e. the appraisal report issued by Zhonglian pingbao Zi [2022] No. 8 issued by Zhonglian asset appraisal group Co., Ltd. with October 31, 2021 as the appraisal base date) The assessed value of all shareholders' equity of Henan Shenma nylon Chemical Co., Ltd. (4734955500 yuan) in China will increase the corresponding amount of registered capital (hereinafter referred to as "new registered capital"), which will be subscribed by Jinshi manufacturing transformation and upgrading new material Fund (limited partnership). The actual total investment of Jinshi manufacturing transformation and upgrading new material Fund (limited partnership) is RMB 120 million (in words: RMB 1.2 billion), of which the part equal to the newly increased registered capital is included in the registered capital of Henan Shenma nylon Chemical Co., Ltd. after this capital increase and share expansion, The remaining part is included in the company's capital reserve (hereinafter referred to as "capital increase and share expansion"). The newly increased registered capital is 686480200 yuan = 120000 * 270871.1/4734955500 yuan. After the capital increase, the registered capital of nylon chemical industry is changed from 2708711000 yuan to 3395191200 yuan. The shareholding ratio of Jinshi manufacturing transformation and upgrading new material Fund (limited partnership) in Henan Shenma nylon Chemical Co., Ltd. is 20.22% = 120000 / (120000 + 473495.55), The shareholding ratio of the company in Henan Shenma nylon Chemical Co., Ltd. is 79.78%.
2、 Basic information of the counterparty
(I) overview
Company name: Jinshi manufacturing transformation and upgrading new material Fund (limited partnership)
Registered address: 12 / F, No. 228, Renmin West Road, Zhangdian District, Zibo City, Shandong Province
Executive partner: Jinshi Investment Co., Ltd
Registered capital: 3.25 million yuan
Date of establishment: May 15, 2020
Unified social credit Code: 91370303ma3t284w91
Company type: limited partnership
Business scope: engaging in equity investment in non listed companies, investment in non-public offering of shares of listed companies and related consulting services (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments) (II) equity structure
As of the date of this announcement, the shareholders and shareholding of Jinshi manufacturing transformation and upgrading new materials Fund (limited partnership) are as follows:
Name of shareholder subscribed capital contribution (10000 yuan) shareholding ratio (%)
National manufacturing transformation and upgrading fund Co., Ltd. 24500075.3846
Jinshi new materials industry master Fund (Zibo) partnership 790000 24.3077 (limited partnership)
Jinshi Investment Co., Ltd. 10000 0.3077
Total 3250000 100.00
(III) relationship
After investigation, Jinshi fund has no relationship with the controlling shareholder, actual controller, directors, supervisors and senior managers of the company, and other relationships that may or have caused the company to tilt its interests. Jinshi fund has no relationship with the company and its top ten shareholders in terms of property rights, business, assets, creditor's rights and debts, personnel and other relationships that may or have caused the listed company to favor its interests.
(IV) other situations
Founded on May 15, 2020, Jinshi fund is managed by Jinshi Investment Co., Ltd., with an overall scale of 32.5 billion yuan. It mainly invests in six fields: special metal functional materials, high-end metal structural materials, advanced polymer materials, high-performance composites, new inorganic non-metallic materials and cutting-edge new materials. With the core purpose of serving the upgrading of national manufacturing industry, Jinshi fund mainly supports the rapid development of new material enterprises with core technology advantages through equity investment.
3、 Information of the target company
(I) Company Profile
Company name: Henan Shenma nylon Chemical Co., Ltd
Address: in the development zone of the east section of Jianshe Road, Pingdingshan, Henan
Legal representative: Zhao Duo
Registered capital: 2708711000 yuan only
Date of establishment: December 26, 1996
Company type: limited liability company (sole proprietorship of legal person invested or controlled by non natural person)
Business License Registration No.: 914100017000791g
(II) main business
Business scope: licensed items: production of hazardous chemicals; Operation of hazardous chemicals; Special equipment inspection and testing services; Import and export of goods; Technology import and export; Power supply business (for projects that must be approved according to law, business activities can be carried out only with the approval of relevant departments, and the specific business projects shall be subject to the approval documents or licenses of relevant departments) general projects: chemical product production (excluding licensed chemicals); Sales of chemical products (excluding licensed chemicals); Manufacturing of high performance fiber and composite materials; Manufacturing of basic chemical raw materials; Manufacturing of special chemicals, etc
(III) equity structure
As of the date of this announcement, the equity structure of the subject company is as follows:
No. name of shareholder contribution amount (10000 yuan) contribution proportion (%)
1 Shenma Industry Co.Ltd(600810) 270,871.10 100%
Total 270871.10 100%
The company agrees to waive the preemptive right for this capital increase transaction and will not participate in this capital increase.
(IV) main financial data of the last year and the first period
According to the audit report (xksbz [2022] No. zb10004) issued by Henan Branch of Lixin Certified Public Accountants (special general partnership), the main financial data of the subject company in 2020 and January October 2021 are as follows (the data is the caliber of the consolidated statements of the subject company):
Unit: Yuan
Project October 31, 2021 December 31, 2020
Total assets 6549624710.78 7509444100.03
Total liabilities 2687367753.65 2421688260.70
Total owner's equity attributable to the parent company 3862256957.13 5087755839.33
Total owner's equity 3862256957.13 5087755839.33
Project from January to October 2021 to 2020
Operating income 5400816853.16 4414906761.43
Total profit 1196078297.88 266039498.81
Net profit 1066973489.28 235561445.88
(V) assessment
Zhonglian assets appraisal group Co., Ltd. appraised the equity of Henan Shenma nylon Chemical Co., Ltd. on the benchmark date of October 31, 2021. The asset-based method and income method are used to evaluate the value of all shareholders' equity of the target company, and the income method is selected as the final evaluation conclusion. A. Asset based appraisal conclusion
The book value of the assets is 6514899100 yuan, the assessed value is 7111584500 yuan, the assessed value-added is 596685400 yuan, and the appreciation rate is 9.16%.
The book value of liabilities is 257022900 yuan, the assessed value is 2555.2888 million yuan, the assessed impairment is 14734100 yuan, and the impairment rate is 0.57%.
The book value of net assets is 3944.8762 million yuan, the assessed value is 4556.2957 million yuan, and the assessed value-added is 611419500 yuan, with a value-added rate of 15.50%. See the following table for details:
Summary of assets appraisal results
Monetary unit: RMB 10000
Increase / decrease rate of project book value evaluation value% B C D = C-B e = D / b × 100%
1 current assets 390046.08 390844.32 798.24 0.20
2. Non current assets 261443.83 320314.13 58870.30 22.52
3 of which: long-term equity investment 44054.52 40387.19 -3667.33 -8.32
4 investment real estate ---
5 fixed assets 174312.82 190204.82 15892.00 9.12
6 construction in progress 14700.34 14807.63 107.29 0.73
7 right to use assets 3610.48 --
8. Intangible assets 20340.13 66881.13 46541
