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江化微(603078.SH):拟以3.38亿元收购镇江江化微25.71%的股权 取得其完全控制权

Jiangyin Jianghua Micro-electronic Materials (603078.SH): Intends to acquire 25.71% equity of Zhenjiang Jianghua Micro-electronic for 0.338 billion yuan to obtain full control.

Gelonghui Finance ·  Nov 22, 2024 17:11

On November 22, Glonghui reported that Jiangyin Jianghua Micro-Electronic Materials (603078.SH) announced that in March 2022, the company and its subsidiary, Zhenjiang Jianghua Micro, signed a "Capital Increase Agreement" and a "Shareholder Agreement" with the Jinshi Manufacturing Transformation and Upgrade New Materials Fund (Limited Partnership) (hereinafter referred to as "Jinshi Fund"), introducing Jinshi Fund as a strategic investor through capital increase. The Jinshi Fund invested 0.28 billion yuan in cash, subscribing to 0.2 billion yuan of registered capital in Zhenjiang Jianghua Micro. Currently, the Jinshi Fund holds 25.71% of the shares in Zhenjiang Jianghua Micro.

Given that Zhenjiang Jianghua Micro's net income for January to September 2024 is negative, it is now expected that Zhenjiang Jianghua Micro will be unable to meet the net income target stipulated in the "Shareholder Agreement" for the year 2024. The Jinshi Fund requests the company to repurchase its 25.71% stake in Zhenjiang Jianghua Micro according to the terms of the "Shareholder Agreement." According to the pricing agreement in the "Shareholder Agreement" and referring to the asset valuation results of Zhenjiang Jianghua Micro's total shareholder equity, the company intends to conduct this acquisition for 0.338 billion yuan (including 0.203 billion yuan from banks for acquisition loans and 0.135 billion yuan from self-owned funds). Upon completion of the acquisition, the company will hold 100% equity in Zhenjiang Jianghua Micro.

Through this acquisition of minority shareholder equity, the company will gain complete control over Zhenjiang Jianghua Micro, which can effectively improve decision-making efficiency for the subsidiary and is beneficial for further standardizing management and improving operational work.

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