Shengyang shares plans to establish an investment fund to acquire lithium battery companies

On the evening of the 11th, Shengyang announced that in order to make better use of the capital market and seek strategic investment and merger targets on a larger scale, the company plans to establish an industrial M&A investment fund with the partners. The fund investment field is investment in new energy industry, investment in energy storage and related consulting services. At this stage, the proposed investment target is Lithium Ion Battery Company, Huaian, and Yanlian Yancheng. The company said that with the experience, capabilities and resources of professional investment institutions, it can reasonably reduce the risks that may exist in the company's investment integration, accelerate the pace of the company's extended development, and maximize the company's and shareholders' returns. The company's stock will resume trading on the 12th.

According to the announcement, the company plans to establish a Minsheng Tonghai-Shengyang New Energy Industry M&A Fund (Limited Partnership) in cooperation with Minsheng Tonghai Investment Fund Management (Beijing) Co., Ltd. (hereinafter referred to as Minsheng Tonghai Beijing) and Minsheng Tonghai Investment Co., Ltd. (hereinafter referred to as Minsheng Tonghai). (tentative name), registered in Hangzhou, the total size of the fund is 1 billion yuan, the company, Minsheng Tonghai Beijing, Minsheng Tonghai, other qualified investors subscribed for capital of 100 million yuan, 5 million yuan, 95 million yuan, 800 million Yuan, the proportion of capital contribution is 10%, 0.5%, 9.5%, 80%; among them, other qualified investors subscribed for the capital contribution from the fund management people's live Tonghai Beijing to other qualified investors; the fund partnership period is 5 years, It can be extended by one year after consultation by all partners.

According to the data, Minsheng Tonghai Beijing was established in September 2016 with a registered capital of 10 million yuan. The business scope is investment management and consulting for non-securities business. Minsheng Tonghai was established in March 2012 with a registered capital of 1 billion yuan. The scope of business is to use its own funds or set up a direct investment fund to invest in equity or debt, or invest in other investments related to equity investment and debt investment. Wait. In the equity relationship, Minsheng Securities holds 100% equity of Minsheng Tonghai, and Minsheng Tonghai holds 100% equity of Minsheng Tonghai Beijing. Lu Zhiqiang is the actual controller of the above two companies.

At this stage, the fund intends to co-operate with the company's actual controller and controlling shareholder Song Bin on the real association Changyi Huai'an Technology Co., Ltd. (hereinafter referred to as Shilian Huai'an) and Shilian Changyi (Yancheng) Technology Co., Ltd. (hereinafter referred to as Shilian Yancheng) Make an investment. On September 30, Song Bin signed the "Equity Investment Framework Agreement" with Shilian Changyi China Holdings Co., Ltd. (the original shareholder of the target company, hereinafter referred to as the director of the company), Shilian Huaian, and Yanlian Yancheng. Song Bin And/or other non-coherent actions recommended by the shareholding platform, fund, and/or Song Bin written in this investment, and unrelated third parties intend to invest in Huaian and Shilian Yancheng. After consensus by all parties, the underlying company's overall valuation was 835 million yuan, and its original shareholders promised that the target company's committed net profit from 2017 to 2020 (subject to the depreciation before and after deducting non-recurring gains and losses) shall not be less than 160 million respectively. Yuan, 200 million yuan, 300 million yuan, and 380 million yuan. The follow-up transaction arrangement is that after the completion of the equity transfer and capital increase, the securitization of the underlying company's equity will be completed as soon as possible. Song Bin and others promise that after the listed company makes an offer, it will hold part of the equity in a fair and legal manner. Transfer to a listed company.

According to the data, the main business of Hualian and Shilian Yancheng are lithium-ion battery R&D, production, sales and PACK production and sales; the registered capital is US$68 million and US$33 million respectively; their revenue for January-July is 2.06 billion yuan, 75 million yuan, net profit of -0.33 billion yuan, -0.02 million yuan; as of July 31, its total assets were 960 million yuan, 293 million yuan, net assets of 200 million yuan, 1.93 100 million yuan.

It is worth noting that under the supervision of the establishment of M&A investment funds by listed companies, the company has carried out detailed information disclosure on the focus of supervision. The company said that the company's controlling shareholder, actual controller, shareholders holding more than 5% of shares, directors, supervisors, and senior management personnel do not participate in the subscription of industrial mergers and acquisitions funds, and does not constitute horizontal competition with listed companies. In addition, in order to avoid potential horizontal competition and fulfill the commitment not to engage in or participate in any business or project of the same, similar or similar business with the listed company, Song Bin and other companies promised to hold the target company’s shareholding The non-property rights of directors' recommendation, supervision and right to know are all entrusted to the company for management, and the company enjoys and exercises relevant rights. In addition, the company promised to implement the participation in the establishment of industrial M&A funds after the termination of the use of idle raised funds to temporarily supplement the working capital, and promised to temporarily supplement the working capital without using idle raised funds within 12 months after the establishment of the industrial merger and acquisition fund. Previously, the board of directors of the company reviewed and approved on March 29, and agreed that the company will continue to use the idle raised funds of no more than 50 million yuan to temporarily replenish the working capital for a period of not more than 12 months from the date of approval by the board of directors.

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