Lubei Chemical plans to acquire Jinhai Titanium Industry, Xianghai Titanium Industry initially raised 549 million yuan

Shandong Lubei Chemical Co., Ltd(Lubei Chemical.600727.SH) disclosed the third revision of the issue of shares and the payment of cash to purchase assets and raise supporting funds and related transactions report (draft), and on the same day issued a revised statement of the announcementAccording to the announcement, Lubei Chemical intends to issue shares and pay cash to Lubei Group to acquire 66% of its shares in The Titanium Industry, and to issue shares and pay cash to Jinjiang Group to acquire 34% of its shares in Jinhai TitaniumAfter the completion of the acquisition, Jinhai Titanium became a wholly owned subsidiary of the listed companyAt the same time, the listed company intends to pay Lubei Group cash to acquire its 100% stake in Xianghai TitaniumAfter the completion of the acquisition, Xianghai Titanium became a wholly owned subsidiary of the listed companyAccording to the transaction price confirmed by the parties to the transaction, Lubei Group holds 66% of Jinhai Titanium With a corresponding value of 911 million yuan, and Jinjiang Group holds 34% of Jinhai Titanium With a corresponding value of 469 million yuanLubei Chemical intends to pay 50% of the shares and 50% cash to Lubei Group, and to pay 20% of the shares and 80% cash to Jinjiang GroupIn addition, Lubei Group holds 100% of Xianghai Titanium Industry with a corresponding value of 20 million yuan, all paid in cash by listed companiesIn order to pay the cash consideration and related expenses of this transaction, Lubei Chemical intends to raise no more than 549 million yuan of supporting funds from no more than 35 specific investors through the non-public offering of shares, and the total amount of supporting funds raised shall not exceed 100% of the transaction price of the assets purchased by the issued shares in this transaction, and the number of shares issued shall not exceed 30% of the total share capital of the listed company before the transaction, i.e105 million sharesThe fund raising supporting funds are all used to pay for the consideration of this transaction and the intermediary fees related to this transaction, the fund-raising supporting funds are partly settled by listed companies with their own funds or through other financing methodsIt is worth noting that this revision of jinhai titanium industry before and after the two assessment reports of the reasons for the difference simply carried out a perfect supplementary analysisThe valuation base date for this evaluation of Jinhai Titanium industry is September 30, 2019, and the value of the valuation under the Asset Foundation Act is RMB1.38 billion, while the last evaluation benchmark date is July 31, 2016, and the valuation value under the Asset Foundation Law is RMB682 millionThe value of this assessment was $698 million higher than the previous assessmentAccording to the announcement, the reasons for the increase were the impact of shareholder capital increase and retained profitsThe impact of shareholder capital increase and retained profit is mainly reflected in the increase in the book net assets of Jinhai Titanium Industry On September 30, 2019, Jinhai Titanium had net book assets of RMB1.270 billion, and net assets at July 31, 2016 were RMB701 million, and the net assets increased by RMB569 million, accounting for 81% of the value added of the two previous evaluations In addition, in the course of this assessment, the valuation value of current assets and non-current assets increased by a certain amount compared to book value, with an increase of 130 million yuan, accounting for 19% of the value added of the two previous assessments Enterprise investigation shows that Lubei Chemical was established in 1996, the legal representative is Chen Shuchang, the largest shareholder is Shandong Lubei Enterprise Group Corporation, the shareholding ratio of 30.56%, is the world's ammonium phosphate, sulfuric acid, cement joint production enterprises, phosphorus compound fertilizer production base and gypsum sulfuric acid base Main sodium hydroxide, liquid chlorine, hydrochloric acid, sodium hypochlorite solution, diammonium phosphate, sulfuric acid, industrial bromine, phosphoric acid, cement production and sales According to Lubei Chemical's first quarter 2020 report, its operating income achieved 296 million yuan, an increase of 17.44 percent over the same period last year, and the net profit attributable to shareholders of listed companies was 26.3684 million yuan, a decrease of 32.58 percent over the same period last year.