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昊华科技: 昊华科技关于全资子公司吸收合并暨变更部分募集资金投资项目实施主体的公告
Zheng Quan Zhi Xing· 2025-08-29 18:14
Core Viewpoint - The company is undergoing a restructuring process by merging its wholly-owned subsidiaries to enhance operational efficiency and optimize its fluorochemical business structure [2][7]. Group 1: Merger Details - The company’s wholly-owned subsidiary, Hunan Zhonglan New Materials Technology Co., Ltd., will absorb another wholly-owned subsidiary, Chenzhou Zhonghua Fluorine Source New Materials Co., Ltd. [2][7] - After the merger, Hunan Zhonglan will inherit all assets, debts, and rights of Chenzhou Fluorine Source, which will be deregistered [2][3]. Group 2: Fundraising and Investment Projects - The company raised a total of RMB 4,499,999,977.60 through the issuance of 181,451,612 shares at RMB 24.80 per share, with a net amount of RMB 4,496,949,561.34 after deducting issuance costs [3][4]. - The fundraising will be used for projects including the expansion of a 3,000 tons/year CTFE and 10,000 tons/year R113a co-production project, with the implementation subject changing from Chenzhou Fluorine Source to Hunan Zhonglan [6][7]. Group 3: Approval Process - The board of directors and the supervisory board approved the merger and the change of the investment project implementation subject during meetings held on August 28, 2025 [8][10]. - The independent financial advisor, CITIC Securities, confirmed that the merger and project changes complied with relevant regulations and did not alter the intended use of the raised funds [9][10].
昊华科技: 中信证券股份有限公司关于昊华化工科技集团股份有限公司全资子公司吸收合并暨变更部分募集资金投资项目实施主体的核查意见
Zheng Quan Zhi Xing· 2025-08-29 18:14
Core Viewpoint - The company is undergoing a restructuring process by merging its wholly-owned subsidiaries to enhance operational efficiency and optimize its corporate structure, specifically in the fluorochemical business sector [1][5]. Group 1: Merger Details - The company’s wholly-owned subsidiary, Hunan Zhonglan New Materials Technology Co., Ltd., will absorb another subsidiary, Chenzhou Zhonghua Fluorine Source New Materials Co., Ltd., with the latter's legal entity being dissolved post-merger [1][5]. - The merger is aimed at improving the management efficiency and operational focus of the company, aligning with national and local reforms for state-owned enterprises [5][6]. Group 2: Fundraising and Investment Projects - The company raised approximately RMB 4.5 billion through the issuance of 181,451,612 shares at a price of RMB 24.80 per share, with net proceeds amounting to RMB 4,496,949,561.34 after deducting issuance costs [2][4]. - The investment project "Expansion of 3,000 tons/year CTFE and 10,000 tons/year R113a co-production project" will now be implemented by Hunan Zhonglan New Materials following the merger [5][6]. Group 3: Approval Process - The board of directors and the supervisory board approved the merger and the change of the investment project’s implementation entity during meetings held on August 28, 2025 [6][8]. - The independent financial advisor, CITIC Securities, confirmed that the merger and the change of the investment project’s implementation entity comply with relevant regulations and do not alter the intended use of the raised funds [7][8].