Xingfa group late June 18 announcement, the company intends to for 1.782 billion yuan, in the form of issuing shares to yichang xingfa, golden sail brand to buy the xing rui silicon 50% of total shares held, at the same time, the proposed way to make an inquiry to no more than ten qualified non-public shares certain investors raising matching funds, raising matching funds total does not exceed 1.5 billion yuan.
After the transaction, xingfa group will hold an equity stake in xingrui silicon materials *, according to the announcement.
The net profit of xingrui silicon materials in 2017 and 2018 was 346 million yuan and 703 million yuan respectively, with year-on-year growth of 424.03% and 102.78% respectively.
Through consultation of all parties, the issue price of xingfa group's shares to purchase assets is 9.51 yuan per share.
The counterparty, fang yichang xingfa, holds 20% of the target company's shares with the transaction price of 713 million yuan, and xingfa group intends to issue 74.975 million shares to it.
Fang jinfanda, the counterparty, holds 30% of the target company's shares at a transaction price of 1.069 billion yuan, and xingfa group intends to issue 112 million shares to it.
Meanwhile, the trading parties, yichang xingfa and jinfanda, as performance commitment parties, promise that the audited after-tax net profits of xingrui silicon materials in 2019, 2020 and 2021 shall be no less than 279 million yuan, 360 million yuan and 424 million yuan respectively.
Without considering raising supporting funds, after the completion of this transaction, the proportion of shares held by yichang xingfa will change from 22.05% to 25.72%, and the controlling shareholder of the company will still be xingshan state assets administration.
Jinfanda will remain the company's second-largest shareholder, with 20.18% of its shares, up from 9.92%.
In consideration of raising supporting funds, after the completion of this transaction, the proportion of shares held by yichang xingfa will change from 22.05% to 22.2%, and it will still be the controlling shareholder of the company, and the actual controller of the company will still be xingshan state assets administration.
Jinfanda will hold 17.41 percent of the company's shares, up from 9.92 percent, remaining the company's second-largest shareholder.
In addition, the announcement shows that the transaction raised supporting funds will be used for the upgrading of organic silicon technology project construction, 100,000 tons/year special silicone rubber and silicone oil reconstruction and expansion project construction, repay the listed company bank loans and supplement the listed company working capital.
The company said that the implementation of the above fund raising and investment project is conducive to reducing the production cost of organic silicon monomer, expanding the category of organic silicon products, improving the competitiveness of products in the market, further consolidating the development foundation of the upstream and downstream integrated industrial chain of organic silicon, and promoting the company to achieve high-quality development.
Xingfa said that the acquisition of a minority stake in xingrui silicon materials will further improve the profitability of shareholders of listed companies, help actively promote the planning and implementation of listed companies' business strategies, and enhance the sustainable development ability of listed companies.
Meanwhile, the implementation of supporting funds raised this time will effectively enhance the capital strength of listed companies, optimize the capital structure of listed companies, and reduce the financial expenses and financial risks of listed companies