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Announcement of Henan Sifangda Superhard Materials Co., Ltd. on Foreign Investment and Related Transactions
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and there are no false records, misleading statements or major omissions.
Special Note:
This foreign investment is a related party transaction. The funds come from the company's own funds and do not constitute a major asset restructuring.
The foreign investment and related party transactions must be submitted to the company's shareholders meeting for consideration.
I. Overview of related party transactions
1. Henan Sifangda Superhard Materials Co., Ltd. (hereinafter referred to as “Company†or “Sifangdaâ€) intends to cooperate with Mr. Fang Haijiang, the controlling shareholder of the company, and Ningbo Chenhui Chuangding Investment Management Partnership (limited partnership) (hereinafter referred to as “Ningbo†"Chunhui" and other limited partners jointly invested in the establishment of Ningbo Chenhui New Economic Industry Investment M&A Fund (Limited Partnership) (tentatively named, ultimately with the name of the industrial and commercial nuclear name) (hereinafter referred to as "Chenhui New Economic M&A Fund") .
2. The target size of Chenhui New Economic M&A Fund is 1 billion yuan. Among them, Ningbo Chenhui, as the general partner of the fund, subscribes for 1% of the fund size, and Sifangda subscribes the fund share as RMB 70 million. As a limited partner, Mr. Haijiang subscribed for a fund share of RMB 20 million, and other limited partners subscribed the remaining portion. The fund manager is Beijing Chenhui Innovation Investment Management Co., Ltd. (hereinafter referred to as “Beijing Chenhuiâ€).
3. Mr. Fang Haijiang is the controlling shareholder of the company; the director Mr. Xiao Xiaoping is the actual controller of Ningbo Chenhui and serves as the CEO of Beijing Chenhui, according to the “Shenzhen Stock Exchange GEM Listing Rules†and relevant laws and regulations. Mr. Haijiang, Ningbo Chenhui and Beijing Chenhui are related persons of the company. Therefore, the company's foreign investment constitutes a connected transaction.
4. The company held the 6th meeting of the third board of directors on May 14, 2015 to deliberate and approve the “Proposal on the Company's Foreign Investment and Related Transactionsâ€, and related directors Fang Haijiang, Ms. Fu Yuxia, Yang Guodong, Ms. Fang Chunfeng, Fu Xiaocheng Mr. and Mr. Xiao Xiaoping evaded the voting. Non-related directors voted with 3 votes, 0 votes against, and 0 abstentions. The independent directors of the company pre-approved the related party transactions and issued independent opinions of consent. The company's fifth meeting of the third board of supervisors held on May 14, 2015 reviewed and approved the proposal on the company's foreign investment and related party transactions. ", with 3 votes in favor, 0 votes against, 0 votes abstained.
5. According to the “Shenzhen Stock Exchange GEM Stock Listing Rules†and other regulations, this foreign investment and related party transactions still need to be reviewed and approved by the company's shareholders meeting.
6. This foreign investment does not constitute a major asset restructuring as stipulated in the Measures for the Administration of Major Asset Restructuring of Listed Companies.
Second, the basic situation of related parties
1. Basic situation of Fanghaijiang
Mr. Fang Haijiang, born in August 1968, Communist Party member, Chinese nationality, has no permanent overseas residency in any country or region, Master of Engineering from Central South University, EMBA of Cheung Kong Graduate School of Business, Senior Economist, Member of Zhengzhou City CPPCC, Zhengzhou City The vice chairman of the company has been engaged in research and development of superhard materials and products for a long time, and is committed to promoting the application of the superhard materials industry in industrial upgrading. It has a number of national patents. Mr. Fang Haijiang is the main founder of the company. He has been the chairman and general manager of the company since 1997 and is one of the controlling shareholders and actual controllers of the company.
2. Basic situation of Ningbo Chenhui
Company Name: Ningbo Chenhui Chuangding Investment Management Partnership (Limited Partnership)
Established: May 5, 2015
Executive Partner: Ningbo Chenhui Chuangtai Investment Management Co., Ltd. (delegated representative: Xiao Xiaoping) Registered address: Room 209, Office Building, No. 10, Meishan Avenue Business Center, Beilun District
Business scope: investment management, investment consulting, financial advisory, project investment. (Projects subject to approval according to law may be subject to business activities after approval by relevant departments).
Shareholder structure: Ningbo Chenhui Chuangtai Investment Management Co., Ltd. holds 1% shares, Shikui holds 54.45% shares, and Korea Shen holds 44.55% shares.
3. Basic situation of Beijing Chenhui
Company Name: Beijing Chenhui Innovation Investment Management Co., Ltd.
Established: February 27, 2015
Legal representative: Shi Kui
Registered capital: 1 million yuan
Registered Address: 2245, 2nd Floor, Building 1, No. 2, Cuiwei Road, Haidian District, Beijing
Business scope: investment management; asset management; project investment; investment consulting. (Projects subject to approval according to law shall be subject to the approval of relevant departments to carry out business activities in accordance with the approved content.)
Shareholder structure: Shi Kui holds 100% of the shares.
Third, the basic situation of investment targets
Partnership Name: Ningbo Chenhui New Economic Industry Investment M&A Fund (Limited Partnership)
Registered address: Business Center, Meishan Avenue, Beilun District, Ningbo
Business scope: industrial investment, investment management, investment consulting.
Note: The above information is ultimately subject to the registration of the administrative department for industry and commerce.
Fourth, the main content of the limited partnership agreement
1. The investment direction of Chenhui New Economic M&A Fund is: TMT, large consumption and innovation upgrade traditional industry equity investment; mergers and acquisitions related to the upgrade and transformation of listed companies, including cooperative acquisition, leveraged buyout and equity investment.
2. The general partner announces the first delivery after the total amount of the capital contribution of the partnership reaches 300 million yuan or as deemed appropriate. All partners shall contribute capital to the partnership in RMB cash. The partner pays the capital contribution in two phases, and the actual payment ratio is 50%. When the first-time paid-in capital is used to three-quarters, the partner pays the second-phase contribution. The partnership has a partnership term of five years. The general manager may decide that the business period may be extended by one year; if it continues to be extended, it must be agreed by all partners.
3. The general partner shall have an investment decision-making committee. All major matters concerning the foreign investment, post-investment management major issues and investment withdrawal of the partnership enterprise shall be implemented after consideration and approval by the investment decision-making committee. The investment decision-making committee consists of three members, including two key individuals (Mr. Xiao Xiaoping and Mr. Han Dawei) and a member of the key person. Each member has one vote each, and each item submitted for voting shall be approved by more than two-thirds (including the number) of the members, but Mr. Xiao Xiaoping has one-vote veto.
V. Principles and basis of transaction pricing
The foreign investment enjoys the income according to the proportion of capital contribution, and the pricing is fair and reasonable. It does not adversely affect the independence of the company, and there is no harm to the interests of the company and all shareholders.
6. The purpose of foreign investment and its impact on listed companies
At present, China's M&A market continues to grow, traditional industries accelerate integration for transformation and upgrading, and emerging industry M&A transactions are also growing rapidly. At the same time, the state encourages industrial efficiency through mergers and acquisitions, optimizes resource allocation in capital markets, and improves the trading environment. The company's current investment in the Chenhui New Economy M&A Fund can participate in M&A investment and share the market benefits of M&A, which is of strategic importance to the company's development.
As a limited partner, the company subscribes to the Chenhui New Economic M&A Fund, which will not have a significant impact on the company's ongoing operations. At the same time, the company can integrate the industrial chain through M&A funds to promote the rapid development of the company.
7. The risks and control measures of this foreign investment
1. The risk of existence
(1) The partners reached a consensus on jointly establishing the M&A fund, but since the fund has not yet completed the registration, there is certain uncertainty, and investors are advised to pay attention to the investment risk.
(2) There are risks of strategic decision-making risk and wrong selection of M&A before the implementation of M&A; there are operational risks such as information asymmetry risk and capital financial risk in the process of M&A implementation; there are management risk and cultural integration risk in the integration process after M&A implementation The risk of not achieving synergy.
2. Risk control measures
In response to the above investment risks, the company will closely monitor the operation of the partnership business, and appoint management personnel to track the progress of the partnership investment project, urge the strengthening of risk control demonstration and management, warning risks, and safeguard the interests of the company and shareholders.
8. The total amount of related transactions that have occurred with the affiliates
Since January 1, 2015, the company has no associated transaction amount with Mr. Fang Haijiang, Ningbo Chenhui and Beijing Chenhui.
IX. Prior approval and independent opinions of independent directors
The independent directors approved the related transaction in advance and issued independent opinions as follows:
1. The company and the controlling shareholder Mr. Fang Haijiang and Ningbo Chenhui jointly invested to establish the Chenhui New Economic M&A Fund. The matter is in line with the “Shenzhen Stock Exchange GEM Listing Rules†and “Shenzhen Stock Exchange GEM Listed Companiesâ€. Requirements for the Standardization Operation Guidelines and the Articles of Association.
2. The foreign investment involved related party transactions. Before the sixth meeting of the third board of directors of the company, all the independent directors were approved in advance. When the board of directors deliberated the related party transaction proposal, the related directors abstained from voting, and the meeting was convened and convened. Procedures and methods are in compliance with relevant laws and regulations and the Articles of Association.
3. We believe that this connected transaction follows the principles of voluntariness, fairness, and consensus. This foreign investment will help promote the company's industrial integration, enhance the company's comprehensive competitiveness and profitability, and enhance shareholder value, in line with the company and all shareholders. Interests.
4. The transaction is not a major asset reorganization as stipulated in the Measures for the Administration of Major Asset Restructuring of Listed Companies. There is no behavior that harms the interests of the company and all shareholders, especially the minority shareholders. We agree with the proposal of the company's foreign investment and related party transactions. .
X. Sponsor's verification opinion
Guotai Junan Securities Co., Ltd., as the sponsor institution of the company, has carried out cautious verification of the related transactions of the company's foreign investment in the establishment of M&A funds. The verification is as follows:
The related party transactions involved in this foreign investment are in the interests of the company and all shareholders. There is no harm to the interests of the company and other shareholders, especially small and medium shareholders. The above related transactions are reviewed and approved by the company's board of directors and the board of supervisors, and the independent directors confirm beforehand. An independent opinion was issued; the matter still needs to be submitted to the company's shareholders meeting for consideration.
May 15, 2015
Sifangda: Announcement on Foreign Investment and Related Transactions
Abstract Stock Code: 300179 Securities Abbreviation: Sifangda Announcement No.: 2015-022 Henan Sifangda Superhard Materials Co., Ltd. Announcement on Foreign Investment and Related Transactions The Company and all members of the Board of Directors guarantee that the contents of the announcement are true, accurate and complete, and there is no deficiency. ...
Stock code: 300179 Stock abbreviation: Sifangda Announcement No.: 2015-022
Henan Sifangda Superhard Materials Co., Ltd. Board of Directors