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Luoyang longhua heat transfer and energy saving co., LTD. About the acquisition of luoyang high-tech four feng electronic material co., LTD. 100% stake in a public announcement

Number of visits: Date:2016-08-30 14:24

Stock code: 300263 securities, longhua energy-saving announcement number: 2014-105
Luoyang longhua heat transfer and energy saving co., LTD
About the acquisition of luoyang high-tech Sifon electronic material co., LTD. 100% stake in a public announcement
The company and the board members to ensure that the information disclosure content true, accurate and complete, no false records, misleading statements or major omissions.
In order to solve the luoyang longhua heat transfer and energy saving co., LTD. (hereinafter referred to as "company" or "party a") to the influence of macro economic performance volatile the shortfalls, increase the company's comprehensive competitiveness, the future layout, power company continued steady and fast development, the company plans to use its own funds 9300 yuan to buy 9300.00 luoyang high-tech Sifon electronic material co., LTD. (hereinafter referred to as "Sifon electronics") for a 100% stake. Details are as follows:
A profile, transaction
Recently, the company and natural person Zhao Shigang, Zhao Wenpu, lee li, nwill sign "pay cash to buy assets agreement" (hereinafter referred to as "agreement"). Agreed to a company's own money RMB 9300.00 9300 yuan to buy Sifon electronic 100% stake. After the acquisition is complete, Sifon electronics will become a wholly owned subsidiary of the company.
This investment matters not constitutes affiliate transaction and also does not constitute a "measures for the administration of material assets reorganization of listed companies
Regulation of material assets reorganization.
According to the company law, "the shenzhen stock exchange stock listing rules", the company's articles of association, company rules of procedure of the board of directors "and" foreign investment management system "regulation, the foreign investment items do not need to submit company shareholders' meeting for consideration.
Second, the dealing party basic situation
1, Zhao Shigang
Zhao Shigang: male, born in 1965, the Chinese nationality, no foreign residency, the luoyang high-tech four general manager feng electronic material co., LTD.
2, Zhao Wenpu
Zhao Wenpu: male, born in 1968, the Chinese nationality, no foreign residency. The luoyang high-tech Sifon electronic material co., LTD., chairman of the board of directors and legal representative.
3, nwill
Nwill: male, born in 1989, the Chinese nationality, no foreign residency. Now to do business.
4: lee li
Lee li: male, born in 1989, the Chinese nationality, no foreign residency. Now to do business.
Besides Zhao Shigang and brothers Zhao Wenpu department, between the staff and the company with the personnel relationship does not exist.
Third, basic information acquisition targets
1, the basic information of the target company
Acquisition target name: luoyang high-tech Sifon electronic material co., LTD
Business license registration number: 110103003676709
Set up time: on June 15, 2001
Legal representative: Zhao Wenpu
Registered address: luoyang high-tech development zone, east ditch ma industrial park
Enterprise type: limited liability company (natural investment or holding)
Registered capital: 30 million yuan
Paid-in registered capital: 30 million yuan
Scope of business: building materials, electronic materials, metal materials (excluding precious metals) production, marketing, mechanical processing, computer software development, network design, installation, sales of electronic components, instruments and meters, engaged in the import and export of goods.
2, by the appraisal base date, the underlying company equity structure in the following table:
Serial number name of shareholder capital contribution (yuan) stake (%)
1 Zhao Wenpu 14700000 49
2 Zhao Shigang 12300000 41
3 nwill 1500000 5
Lee li 1500000 4 5
5 amounted to 30000000 30000000
3, mark the company's major financial data
Company hired with the securities and futures business qualification of Beijing xinghua certified public accountants (special ordinary partnership) trade mark for the audit, and issue the "luoyang high-tech Sifon electronic material co., LTD., the audit report (xinghua whose word [2014] no. 2014).
Unit: RMB yuan
Project on December 31, 2013, on November 30, 2014
The total assets of 68941377679 2, 68941377679.61
Fixed assets of 9610274753 5, 9610274753.58
Intangible assets 10027763049, 828032.89
Total liabilities of 40026435986 1, 40026435986.27
Net worth 28914941693, 28914941693.34
Project in November 1, 2014-2013
Business income is 23267127063 6, 582280.80
Profit total 2033009251, 2033009251.66
Net profit 1926317621, 1926317621 index
4, trade mark to assess the situation
Company hired has engaged in securities business qualification of the relevant international asset appraisal (Beijing) co., LTD., in the subject matter of the transaction were evaluated, and issue the "luoyang longhua heat transfer and energy saving co., LTD to acquire luoyang high-tech Sifon electronic material co., LTD., equity project asset appraisal report in no (2014)1201157 commentary report.
Check by assessors implement inventory, field survey, market research and confirmation and evaluation estimate assessment process, to all shareholders rights and interests of the four abundant electronic value in evaluating base date on November 30, 2014, the appraisal conclusion is as follows:
(1) asset base
Under the premise of continuous operations, to the appraisal base date on November 30, 2014, Sifon electronics into the evaluation within the scope of the total assets book value is RMB 9224.64 ten thousand, assess the value of 10141.60 ten thousand yuan, evaluation value 9.1696 million yuan, the increment rate is 9.94%; Debt book value for 6160.75 RMB ten thousand, evaluation value is 6160 RMB ten thousand.75, evaluation value rise in value 0%; All shareholders equity (net worth) book value for 3063 total of ten thousand yuan, the evaluation value of 3980.85 ten thousand yuan, the evaluation value 9.1696 million yuan, the increment rate of 29.93%. All kinds of assets and liabilities of evaluating the results are shown in the table below:
Units: ten thousand yuan
project
Book value assessment value increase or decrease in value increment rate %
ABC = B - AD = C/A by 100%
1 current assets 3709193, 822.53113.343.06
2 non-current assets 5515456, 319.07803.6214.57
3 fixed assets 3583044, 356.35773.3121.58
4 933.58933.58 of projects under construction
982.801 5 intangible assets, 013.1230.323.09
6 16.0316.03 deferred income tax assets
A total of 9224641 0, 7 assets 141.60916.969.94
8 6160756 current liabilities, and 160.75
9 non-current liabilities
Total liabilities of 6160756 10, 160.75
11 3063893, the owner's equity 980.85916.9629.93
(2) income approach
Assessment: to assess the base date, Sifon electronic of owners' equity (net worth) book value 3063 total of ten thousand yuan, evaluation value 9391 yuan 9391.24, appreciation forehead 6327.35 6327 yuan, the increment rate of 206.51%.
(3) the two evaluation methods of variance analysis
Sifon electronic shareholder rights and interests of all value asset base method and income method is used to evaluate the result of the difference is 5410.39 ten thousand yuan, the reasons of the differences as follows:
Income approach focusing on the future earnings, is on the basis of expected future earnings, and focuses on the formation of businesses of history and reality, the essence of the method for priorities, making assessment conclusion. Cost method to determine the enterprise value, from the viewpoint of static without taking into account the future development of the enterprise and the discounted cash flow, and no considering not recorded in the financial statements of other factors, such as human resources, marketing network and stable customer base, often make the enterprise value is undervalued.
Assessment of income method, not only consider the has been listed in the enterprise value of all assets and liabilities on the balance sheet, also not listed on the balance sheet has been taken into account in the enterprise human resources, marketing network and stable customer base and goodwill.
(4) the determination of evaluation results
Luoyang high-tech Sifon electronic material co., LTD is a high-tech enterprise, using the cost method is difficult to sales network, customers, patent technologies, and potential customer resource value. Earnings method is used as a result, more can reflect the luoyang high-tech Sifon electronic material co., LTD., the real enterprise value, so the evaluation as a valuable reference for income method evaluation result, namely the luoyang high-tech Sifon electronic material co., LTD., the rights and interests of all shareholders of assessment value of 9391.24 to $ten thousand.
5, trade mark other situations
The underlying shares there is no mortgage, pledge, guarantee, etc., there is no has not been settled or potential litigation, arbitration or administrative punishment, and no other rights are restricted, or other situations that may have caused the property disputes.
Four, the equity transfer pricing basis and source of funds
This transaction funding their own money to the company. Market pricing basis: the international asset appraisal (Beijing) co., LTD in the subject matter of the transaction were evaluated, and issue the "luoyang longhua heat transfer and energy saving co., LTD to acquire luoyang high-tech Sifon electronic material co., LTD., equity project asset appraisal report in no (2014)1201157 commentary report. The two sides on the basis of the above assessment, through friendly consultation eventually determine the transfer price is 9300.00 ten thousand yuan. The equity transfer price fair and reasonable.
Fifth, the main content of the equity transfer agreement
(a) mark stake in consideration
According to international asset appraisal (Beijing) co., LTD in assessment of target corporation of the assessment report, issued by party a and b (party b: Zhao Wenpu, Zhao Shigang, nwill, lee li, similarly hereinafter) both parties confirm that target equity trading on price according to the review before the negotiation between the valuation of 9300.00 RMB 9300 yuan.
(2) the rights and interests of belonging
1, the parties agree and confirm, since the base date (not including the day) to the equity for delivery date (including the day), Sifon electronic during this period produce benefits enjoyed by the listed company; Sifon electronic during this period the loss by party b according to the transaction before the respective Sifon electronic shareholding, party b shall be in according to the provisions in this agreement within 10 working days as of the date of the audit report will loss amount in cash compensation to the listed company.
2, the parties agree and confirm that the underlying equity after delivery, approved jointly by the parties with the securities and futures business qualification of the auditors to Sifon electronic audit, determine the base date to mark the profits and losses of the equity generated during the equity delivery day. If equity delivery day for the month (including 15) before 15th, gains and losses during the period of audit base date for the end of last month; If equity delivery day for the month after 15th, gains and losses during the period of audit base date as the end of the month.
(3) a profit commitment and reward of consideration
1, party b promises to party a Sifon electronics in 2015, 2016, 2017, 2016 annual commitment to net income, net profit after deducting non-recurring gains and losses shall prevail, hereinafter referred to as the "net profit") not less than 11 million yuan and 19 million yuan respectively, 28 million yuan, 36 million yuan.
2, both parties agree, listed companies should be hired within the commitment period approved by party b with the securities and futures business qualification of certified public accountants of the Sifon electronics in 2016, 2017, 2016 and 2015, the annual net profit of actual implementation of the special audit report issued, to determine in the above commitment period of the year Sifon electronic net profit of actual implementation, and in 2018 issued by the special audit report to determine whether party b within 10 working days after complete performance pledge.
3, if the commitment period Sifon electronic actual implementation of the total net income equal to or higher than the commitment period commitment to total net income, the other party a to party b pay award of 27 million yuan, otherwise it will not be paid.
4, with the above mentioned reward consideration in Sifon electronic 2018 the special audit report within 10 working days after disclosure, listed companies by one-time pay to party b in cash.
(4) the underlying equity after the delivery and integration
1, the parties agree that the Sifon electronic equity of delivery should be completed as soon as possible target, target of delivery should be within three months from the date of the board of directors of the listed company through the finish. Since the target equity transfer ownership to the listed company of industry and commerce alteration registration procedures to handle, as of the date of completion of equity based on the target of all the rights and obligations shall be borne by the listed company and enjoy.
Sifon electronic target equity related formalities be handled by party b is responsible for the delivery, the listed company shall provide necessary assistance to deal with the underlying equity delivery.
2, equity delivery solstice Sifon electronics in 2018, the special audit report issued by the date of Sifon electronic governance structure are arranged as following:
2.1 Sifon electronics, executive director of the 1, nominated by the party a personage as;
2.2 Sifon electronic set 1 supervisor, be held by a representative of the employee, by Sifon electronic worker through congresses of workers and staff, staff meeting or other form of democratically elected;
2.3 Sifon electronic general manager, deputy general manager and financial officers appointed by party a after the reorganization, party a promises to engage Zhao Shigang, Zhao Wenpu as Sifon electronic executives at least three years.
3, the underlying equity after delivery, Sifon electronics is a wholly owned subsidiary of listed companies, Sifon electronics shall be in accordance with the requirements of the listed company to the listed company to provide all the documents for the inspection.
(5) related commitments
1, Sifon electronic core shareholders (Zhao Shigang, Zhao Wenpu, similarly hereinafter) for the purpose of this agreement signed and perform the other individual in the form of a commitment as follows:
1.1 to guarantee the sustainable development of the four abundant electronic and keep sustainable competitive advantage, the core shareholder commitment from the day of delivery of equity to December 31, 2017 shall ensure that the Sifon electronic continuously, and try to encourage Sifon electronic staff during the period of the stable;
1.2 core shareholders in Sifon electronic period, without the prior permission of the listed company shall not, in addition to the listed company, Sifon electronics is engaged in the same as the listed companies, and Sifon electronic or similar business or through direct or indirect control of other operators to engage in such business; Not in other competitive relationship with the Sifon electronic company (except Sifon electronic subsidiaries). Core shareholders in violation of this promise of income shall be owned by the Sifon electronics.
1.3 core shareholders from Sifon electronics within two years after leaving office shall not, in addition to the listed company, Sifon electronics is engaged in the same as the listed companies, and Sifon electronic or similar business or through direct or indirect control of other operators to engage in such business; Not with the listed company, or Sifon electronics companies of the same or similar business or serving as any form of consultant; Not in the name of the listed company and Sifon electronic outside for listed companies, and Sifon electronic existing customers to provide the same or similar products or services. Core shareholders in violation of the pledge of income owned by Sifon electronics, but Sifon electronic shall during the term of the non-compete according to "labor contract law of the People's Republic of China" and other relevant laws, regulations and the provisions of the regulations and normative documents core shareholders of departure to pay economic compensation.
1.4 the company after being a prerequisite for the agreement to meet, full specified amount to party b in accordance with the agreement to pay cash for price.
1.5 company purchase after Sifon electronic money for not less than 40 million yuan, and invested in half year according to need. If the promise is not in place of party a, party b promises as complete.
(6) responsibility of breach of contract
After signing this agreement, in addition to the force majeure causes, any one party fails to perform or not timely, not appropriate it under this agreement shall be subject to any obligation, or in violation of the under this agreement to make any representation, warranty or commitment, should bear the corresponding legal responsibility according to law.
As a result of any one party fails to perform or not perform, not suitable it under this agreement shall be subject to any obligation, lead to the contracting purpose of this agreement cannot be reached, observant party has the right to terminate this contract, the breaching party, thereby causing loss to the other parties, should be in full compensation for losses.
Sixth, the purpose of this purchase and the impact on the company
(1) the target material and the present situation of the application
Target material is widely used in semiconductor, magnetic recording, graphic display, solar cells, glass, electronics, automobile, mould, decoration and other fields of the core material, wide prospect of market. According to statistics, in 2011 the global capacity is about 40 billion yuan of target market, market demand for rapid growth at a speed of more than 30% a year. In high-end target material, the technology is still be in the hands of the few countries such as the United States, Japan, Germany. In recent years, the rapid development of electronic information industry in our country, integrated circuit, CD and monitor the production line has a large number of joint ventures or wholly owned enterprise, our country has gradually become the world's film one of the biggest demand of target material. So far, China (including Taiwan) has not big company specialized in the production of target material, a large number of target material is imported from abroad, especially in high technical content of the target material. At the same time, China's domestic microelectronics, solar photovoltaic and other high-tech industry rapid development, the mainland and Taiwan of target market demand will be growing.
Anyhow, sputtering target materials in the international and domestic market presents the momentum of rapid growth, scale application and industrialization era has arrived, a bright prospect in industry. In addition, the target belongs to field of new materials, has obtained the country attaches great importance to and vigorously support. In the coating market demand increase, strengthening the state supports the case, a group of target companies will quickly grow up, become the leader of the industry, target material impetus to the development of industry, create considerable economic benefits and social benefits.
(2) the advantage of the four abundant electronic analysis
The core of the four abundant electronic products for high purity molybdenum sputtering target material, high pure molybdenum sputtering target materials is emerging in molybdenum industry, high-end products, request product density, high purity, homogeneity and production process is long, with high technical content. Before have been Austria, west H.C nasdaq (Plansee), Germany (H.C him) and Heraeus (Heraeus), Japan's Hitachi metals (HitachMetal) and other international giants dominated.
Sifon electronics now has yearly produces 120 tons of large molybdenum target material production line, of which 700 mm * 3000 mm planar target material and the length of 2300 mm tubular target material is the largest size at present domestic molybdenum sputtering target materials, products have got the American TOSOH, South Korea COMAT (LG), wanda ADV (auo Taiwan representative), Japan (Taiwan chimei representative), Japan love hair, boe, philips and huaxing photoelectric (TCL) certification of enterprises, such as Taiwan group in certification, 80% for export.
Sifon electronics research and development center has a research and development personnel 12 people, research and development center has been awarded as "tungsten molybdenum processing engineering laboratory in henan province", "luoyang tungsten molybdenum target material engineering technology research center", "luoyang tungsten molybdenum materials processing research and development center" and "luoyang tungsten molybdenum processing engineering research center", such as research and development platform. The company has 5 invention patents, utility model patents. Sifon electronic took many scientific research project and the city of luoyang in henan province tungsten molybdenum target material, mainly include:
The company developed the large size of high purity high-density tungsten molybdenum target material development and industrialization (special fund project in henan province development and reform commission); Large size high purity high density molybdenum planar sputtering target materials (henan province science and technology of small and medium-sized enterprise innovation fund project); Suitable for solar energy industry's flat panel display molybdenum rotating tube type development of target material (henan province department of technical research project); Solar silicon molybdenum, graphic display rotary tube type of sputtering target materials (luoyang) of science and technology plan projects; High pure molybdenum high-density rotating tube type super long target material (luoyang high-tech zone technological innovation fund project)
(3) Sifon electronics will as longhua longhua energy-saving target of energy saving operation platform existing main business for the heat transfer and energy saving and environmental protection water treatment business, main business are greatly influenced by macroeconomic fluctuations. In order to reduce the effects of macroeconomic fluctuations for the company's performance, in accordance with the relevant, the principle of limited diversified development, the current main business are done on the basis of the company decided to do something in emerging industries. The acquisition of four abundant electronic conform to company strategic layout. Sifon electronic trapped before m&a in the limitation of capital, talent, etc, while r&d and produce the high-end tungsten molybdenum sputtering target material, but the company's production capacity and scale development encountered bottleneck, this is the company merger is successful, will break through the bottleneck, make a further expanding the scale, meet the needs of the user's more, the market share will be further promoted.
After Sifon electrons are mergers and acquisitions, the company will increase resource inputs such as capital, talent, management, with the help of Sifon electronics is approved by a great number of users of the advantage, continuous research and development of other varieties of high-end target material, and positively related to business, and constantly extend industrial chain, the Sifon electronics into one of China's leading high-end target material research and development, production base.
Seven, risk warning
The equity takeover is company after careful evaluation, demonstration and decision analysis, not harmful to the company's financial and operating conditions, there is no damage to the company and the interests of all shareholders, but due to the influence of uncontrollable factors such as market environment, the company special remind investors pay attention to the risks.
1, the risk of investment income uncertainty
Mark the company's profit level is affected by many factors, the realization of the income of the main affected by domestic and foreign market development efforts, etc, has certain uncertainty, may lead to the desired operating situation is different with the company.
2, the risk of project integration
The transaction after the merger integration can smooth implementation and integration effect whether m&a desired has certain uncertainty, may even to mark an adverse effect on the normal operation of the company's business of the original.
Please investors rational investment, pay attention to the investment risk.
Eight, reference documents
1, 19 of the second session of the board of directors meeting resolution;
2, pay cash to buy assets agreement;
3, Beijing xinghua certified public accountants (ordinary partnership) issued by the luoyang high-tech Sifon electronic material co., LTD., the audit report
4, c&s issued by the international asset appraisal (Beijing) co., LTD. Luoyang longhua heat transfer and energy saving co., LTD to acquire luoyang high-tech Sifon electronic material co., LTD., equity project assets evaluation report
Notice is hereby given that the.


Luoyang longhua heat transfer and energy saving co., LTD
The board of directors
On December 26, 2014

TypeInfo: Company News

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