Abstract Sifangda (300179) announced on the evening of September 12 that the company signed a "Memorandum of Cooperation on Shareholdings" with Wu Ying, the controlling shareholder of Yangling Meichang. The company intends to acquire a 100% stake in Yang Ling Mei Chang, and Wu Ying agrees to hold the target company. Transfer of shares to the company, and coordinate the ditch...
Sifangda (300179) announced on the evening of September 12 that the company signed a "Memorandum of Cooperation on Shareholdings" with Wu Ying, the controlling shareholder of Yangling Meichang. The company intends to acquire a 100% stake in Yang Ling Mei Chang, and Wu Ying agrees to hold the shares of the target company. Transfer to the company, and coordinate the transfer of shares held by the remaining shareholders of the target company to the company. Yang Ling Mei Chang's overall estimate is 1.95 billion yuan. The payment method is the combination of Party A's stock and cash. The specific transaction amount and payment method have not yet been finalized.
Wu Ying and other shareholders of the target company will make a commitment to the net profit of the target company in the next three years (2017, 2018, 2019). The specific amount will be negotiated and determined after Party B and relevant intermediaries have completed the on-site adjustment.
According to the performance commitment period, if the target company has exceeded the promised net profit, Wu Ying, other shareholders and management of the target company will be over-rewarded; if the target company's accumulated actual net profit at the end of the current period is lower than the cumulative commitment at the end of the current period Profit, Wu Ying and other performance promisers should use Party A's stock and cash obtained in this transaction to compensate Party A.
According to the company, the Memorandum of Equity Cooperation signed this time is only a cooperation agreement reached between the two parties through friendly negotiation. The specific cooperation matters involved need to be signed separately. The transaction involved in this memorandum still needs to fulfill the necessary approval procedures. With uncertainty, investors are advised to pay attention to investment risks.
Previously, the company disclosed in the progress of the restructuring, Yang Ling Mei Chang is the downstream of the company, mainly engaged in the research and development, production and sales of diamond tools and products, with a registered capital of RMB 110 million.
Sifangda is mainly engaged in the research and development, production and sales of polycrystalline diamond (PCD) and related products. The products mainly include polycrystalline diamond composite sheets for oil/natural gas drilling, diamond composite sheets for coal fields and mines, and diamond composite sheets for cutting tools. Wait. In the first half of the year, the company achieved operating income of RMB 64 million; the net profit attributable to the parent company was RMB 0.09 billion.
About "Yang Ling Mei Chang"
Yangling Meichang New Materials Co., Ltd. is an advanced technology enterprise mainly engaged in the R&D, production and sales of diamond tools and their products. The company was established in July 2015 with a registered capital of 110 million yuan. The company's address is located in the country's only agricultural demonstration. District - Fuhai Industrial Park, Yangling Demonstration Zone. The company's products are positioned in the middle and high-end diamond tools with leading technology. The main products include cutting of photovoltaic crystal silicon, sapphire, processing sawing diamond wire, grinding wheel and metal bond grinding block, scraper and knife for stone and ceramic processing. First class.
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