Yongjin shares announced yesterday that the company plans to acquire Fujian Qingtuo Group Co., Ltd. held by Shanghai Krupp Stainless Steel Co., Ltd. through its holding subsidiary Fujian Yongjin Metal Technology Co., Ltd. (hereinafter referred to as "Fujian Yongjin"). Ke Stainless Steel Co., Ltd. (hereinafter referred to as the "target company") 100% equity, the parties reached a preliminary agreement on the intention to acquire shares and signed the "Fujian Yongjin Metal Technology Co., Ltd. and Qingtuo Group Co., Ltd. on September 8, 2020. , Shanghai Krupp Stainless Steel Co., Ltd.'s Intention Agreement on the Acquisition of Equity in Fujian Qingtuo Shangke Stainless Steel Co., Ltd. (hereinafter referred to as the "Intention Agreement to Acquire Equity").
According to the preliminary negotiation between the parties, the consideration for 100% equity of the target company is based on the evaluation value of an asset evaluation agency qualified for securities and futures business, and is determined through negotiation between the acquirer and each equity transferor.
Qingtuo Group Co., Ltd., one of the equity transferors in this transaction, is an important subsidiary of Tsingshan Holding Group Co., Ltd. This transaction constitutes a connected transaction and does not constitute a major asset reorganization as required by the "Management Measures for Major Asset Restructuring of Listed Companies".
This time it is planned to acquire 100% of the equity of the target company in cash, including 60% of the equity of the target company held by Qingtuo Group Co., Ltd., and 40% of the equity of the target company held by Shanghai Krupp Stainless Steel Co., Ltd.
After the completion of the acquisition, the target company, as a secondary subsidiary of the listed company, shall standardize corporate governance in accordance with the requirements of the listed company. The target company has a board of directors consisting of 3 directors, all appointed by Party A, and the financial officer of the target company is appointed by Party A.
Yongjin shares stated that before the formal agreement was signed, the signing of this agreement of intent would not have a significant impact on the company's operations and performance in 2020. The target company is mainly engaged in the R&D, production and sales of cold-rolled stainless steel. If the acquisition can be successfully completed, it will have a positive impact on the company, will further expand the company’s existing production scale, and help increase the company’s cold-rolled stainless steel market share. Enhance the company's future sustainable development capabilities and profitability.
The intention agreement signed this time is only the preliminary intention reached by the parties through friendly negotiation. The specific matters involved and the final transaction amount need to be negotiated and determined by the parties. Whether the subsequent formal "Equity Purchase Agreement" can be signed depends on the due diligence, further negotiation and negotiation based on the audit and evaluation results, and the implementation of necessary decision-making and approval procedures. The company will perform its information disclosure obligations in a timely manner in accordance with the implementation of this agreement and subsequent cooperation progress in accordance with the "Shanghai Stock Exchange Stock Listing Rules" and other regulations. Investors are kindly requested to pay attention to investment risks.
