Securities code: 300328 securities referred to: Eontec
Bulletin No. 2016-089
Eontec
Notice on the Capital Increase of Dongguan Yi Hao Metal Material Technology Co., Ltd
The Company and all members of the Board of Directors ensure that the information disclosed is true, accurate and complete, and there are no false records, misleading statements or material omissions.
1. An overview of foreign investment
(I)
(Hereinafter referred to as "Yi Hao Metal" or "Party A") was established in November 13, 2014, registered capital of 23.7 million yuan. (1) Dongguan Yi Hao Metal Materials Technology Co., Ltd.
(Hereinafter referred to as "Zirconium Technology" or "Party C") was established in March 26, 2014, registered capital of 10 million yuan, holding 100% stake in Yi Hao Metal.
(Hereinafter referred to as "Eontec" or "Company" or "Party B"), in order to improve the product layout and promote the rapid development of the liquid metal products business and to continuously enhance its profitability, Eontec signed a "capital increase share agreement," agreed to Eontec to its own cash subscription of 35.55 million yuan. Yi Hao metal added 35.55 million yuan of registered capital. After the completion of the investment, Eontec holds a registered capital of RMB 35.55 million and holds 60% of the total shares. Zirconium Technology holds a registered capital of RMB 23.7 million and its shareholding ratio is 40%.
(II) The capital increase was examined and approved at the 33rd meeting of the second session of the Board of Directors. Pursuant to the Articles of Association, the capital increase can be examined and approved by the board of directors without being submitted to the shareholders' general meeting for deliberation.
(III) The capital increase does not involve related transactions and does not constitute a major asset reorganization under the Measures for the Administration of Significant Assets Reorganization of Listed Companies.
2. Basic situation of trading counter parties
(I) Name: Shenzhen City Zirconium Material Science and Technology Co., Ltd.
(II) the establishment date: March 26, 2014
(III) Address: Longgang District, Shenzhen Longgang streets Pingnan Community Shenghui Road 860 Peng Moore City 1204-2 units
(IV) the legal representative: Song Jia
(V) Registered capital: RMB 10 million
(VI) Type: Limited liability company
Mechanical and electrical equipment and electronic components of the research and development and sales; metal materials, molds, machinery and equipment, hardware products, security equipment, electronic products, computer equipment and software, mechanical and electrical equipment and electronic components research and development and sales;
(VII) Business: automation equipment, powder metallurgy products research and development and sales; Technical consulting; business information consulting; domestic trade; import and export business (laws and administrative regulations, the State Council decided to prohibit the project except for the project); domestic and foreign trade, import and export business (including import and export of goods, , Restrictions on the project to obtain permission to operate before).
The aforesaid transaction counter party does not have any connection with Eontec.
3. Capital increase related to the situation
(I) The basic situation of the subject matter of capital increase
1, Name: Dongguan Yi Hao Metal Materials Technology Co., Ltd
2, the establishment date: November 13, 2014
3, residence: Fenggang Town, Dongguan City, Zhu Tang Village Baptist Tong Fumin Road 43, the first floor of A and B
4, the legal representative: Song Jia
5, the registered capital: 23.7 million yuan
6, Type: limited liability company
7, Production and sales: powder metallurgy products; information technology, electronic products, biotechnology, electronic products, electrical and mechanical equipment and electronic components research and development production and sales, mold design; Machinery and equipment, technology development, technical advice, technical services, technology transfer; business information consultation, import and export of goods, technology import and export. (The projects subject to approval according to law shall be approved for operation only after approved by the relevant departments
8, shareholders: Shenzhen Zircon Material Science and Technology Co., Ltd. (shareholding ratio of 100%)
(II) The main financial data of the target of capital increase
1, Audit situation
The auditor's report is [CAC Zheng Zixi [2016] No. 0540], the main financial data are as follows:
1, The financial statements of the Company are as follows: :
project December 31, 2015 (million) September 30, 2016 (million)
Total assets 3,482.46 5,517.28
Total liabilities 2,032.34 3,176.20
Net assets 1,450.12 2,341.08
project 2015 (million) 2016 January to September (million)
Operating income 845.92 1,646.62
Net profit -44.67 -290.04
2, Assess the situation
Beijing Zhongfeng Assets Appraisal Co., Ltd. evaluated the total equity value of the shareholders of Eontec, in relation to the capital increase project of Dongguan Yi Hao Metal Material Technology Co., Ltd., and issued the asset appraisal report [ 2016), the assessment conclusion: As of the assessment date of September 30, 2016, Yi Hao metal into the scope of the valuation of all the shareholders of the book value of 23.4180 million yuan, while continuing to maintain the existing use of the premise net Assets of the assessed value of 2,484.48 million, value-added amounted to 1,434,000 yuan, the rate of 6.13%.
(III) Capital increase
According to the above, the investment on September 30, 2016 as the base date, as of the base date, Yi Hao metal audited net assets of 23,410,757.13 yuan, the net assets of 2,484.48 million assessment. The registered capital of Yihao Metal on the base date was RMB23.7 million.
Eontec agreed to subscribe for 35.55 million yuan in cash Yi Hao added new metal 35.55 million yuan of registered capital. Yian technology subscription price of 1 yuan / 1 yuan registered capital.
The capital increase is completed, the final Yi Hao metal ownership structure into:
Name of Shareholder Before the capital increase After the capital increase
Contribution(Mil) Funded ratio(%) Contribution(Mil) Funded ratio(%)
Eontec - - 3,555 60%
Zirconium Technology 2,370 100% 2,370 40%
total 2,370 100% 5,925 100%
4. The main contents of the agreement on capital increase and share expansion
1. Investment in September 30, 2016 as the base date, as of the base date, Party A audited book net assets of 23,410,757.13 yuan to assess the net assets of 2,484.48 million. The actual registered capital of Party A at the base date is RMB 23.7 million.
2. Party B agrees to subscribe RMB 35.55 million of newly registered capital of Party A for cash of RMB 35.55 million. Party B subscription price of 1 yuan / 1 yuan registered capital.
3. After the completion of this investment, Party B holds 35.55 million yuan of registered capital of Party A, accounting for 60% of the total investment; Party C holds 23.7 million yuan of registered capital of Party A, accounting for Party A's investment The proportion of shares is 40%.
4, Yi Hao Metal Shareholders General Assembly by the investment after the completion of all the shareholders, is the highest authority. The relevant functions and powers of the Shareholders' General Meeting shall be governed by the relevant provisions of the Company Law and the Articles of Association. After the completion of this investment, Party B has the right to nominate supervisors, chief financial officer and other senior management candidates.
5, the agreement signed by the parties to the agreement and approved by the Board of Directors of B after the entry into force.
5. Purpose of external investment and the impact on the company
(I) Purpose of external investment
Liquid metal is very excellent performance, molding methods and technology is very advanced, more traditional metal materials have obvious advantages, to meet the large size, thin-walled, complex shape components and product preparation. As a new material in the direction of "Made in China" 2025, it is strategically strong and has a large market demand. It is a key material in the fields of consumer electronics, new energy vehicles, medical equipment and aerospace. In recent years, Eontec to accurately grasp the consumer electronics, new energy vehicles, liquid metal industry a good opportunity for development, continue to increase the liquid metal, magnesium alloy auto parts and other new materials product development and innovation, the company laid the follow-up development Solid foundation. To further improve the product layout, expand the scale of business to meet market demand, to promote the rapid development of liquid metal products business and continue to enhance profitability.
(II) Impact on the company
Eontec, as an early liquid metal research and development enterprise in the industry, has the largest production line of zirconium-based amorphous alloy in the world. It is composed of refining, mold making, precision machining, surface treatment and production of amorphous alloy equipment. , With a complete industrial chain. In recent years, the domestic top amorphous expert technical support, the successful development and production of large-shaped block amorphous products, is by far the world's only one can be announced with large-shaped block-shaped amorphous metal forming capacity of enterprises.
Yi Hao metal industry with a relatively complete technical research and development team and industrial chain, in the amorphous R&D and the amount of production, powder metallurgy, precision molds and other aspects of processing design has a prominent technical superiority, Eontec amorphous business development, powder metallurgy products, mold R&D and production will play a positive complementary role. Yi Hao metal customer base covers a number of well-known companies in the field of new materials, science and technology to expand business to create a favorable conditions. Yi Hao metal core management team has a large enterprise R&D, production, sales, management years of work experience, both on the Eontec management team is a useful supplement.
The capital increase holding Yi Hao metal, will Yi Hao metal as the basis, give full play to their respective advantages in the field of amorphous alloy technology to further accelerate the pace of development in the field of amorphous alloys to enhance the company in the field of amorphous alloy industry Of the industry position and anti-risk ability to enhance the company's overall competitiveness, in line with the company's development strategy.
Special announcement.
Eontec
Board of Directors
November 25, 2016
