China Tungsten and High-tech Materials (000657.SZ) issued a report on the issuance of shares and the payment of cash to purchase assets, as well as the raising of matching funds and related transactions (draft). The listed company intends to purchase all the shares of Hunan Shizhuyuan Nonferrous Metals Co., Ltd. (Shizhuyuan Company), held by Minmetals Tungsten Group Co., Ltd. (Minmetals Tungsten Group) and Hunan Woxixi Mining Investment Co., Ltd. (Woxixi Mining), through the issuance of shares and payment of cash. The listed company plans to issue shares to no more than 35 specific investors who meet the conditions to raise matching funds through inquiry, and the number of shares issued shall not exceed 30% of the total share capital of the listed company after the completion of this issuance and purchase of assets. The total amount of matching funds raised shall not exceed 100% of the transaction price of the assets purchased in this transaction by issuing shares.
It is reported that the main business of the target company Shizhuyuan Company in this transaction is the selection of tungsten, molybdenum and bismuth polymetallic ores, comprehensive recycling of fluorite, smelting and processing of tungsten concentrates and R&D of bismuth-based new materials. This transaction will help China Tungsten and High-tech Materials form a complete tungsten industry chain integrating tungsten mines, smelting, hard alloys and deep processing, integrate resources, promote industrial transformation and upgrading, and enhance the listed company's ability to resist operational risks.
The planned scale of matching funds raised in this transaction is 1.8 billion yuan, which will be used for cash consideration for this transaction, the construction of the target company's projects, and supplementing the listed company's liquidity after deducting intermediary expenses. The use of funds raised is divided as follows: 1. The construction of a 10,000 t/d selection and renovation project for the target company, with a fundraising scale of 800 million yuan; 2. Cash consideration for this transaction, with a fundraising scale of 400 million yuan; 3. Supplementary liquidity for the listed company, with a fundraising scale of 600 million yuan.