Section 1 Project Overview I. Project Background Henan Sifangda Superhard Materials Co., Ltd. (hereinafter referred to as “Company†or “Sifangdaâ€) was established in 1997, located in Zhengzhou Economic and Technological Development Zone, Henan Province, Central Plains Economic Zone. It is engaged in the research, production and sales of composite superhard materials and products. It is the largest professional manufacturer of composite superhard materials in China with the largest product range and specifications. The product quality is certified by Moody International ISO9001:2008, and the products are exported to Europe. More than 40 countries and regions in the Americas and Asia. The company's four main products of composite superhard materials are high-grade PCD drawing die blanks, PCD/PCBN tooling composite sheets, PCD composite sheets for oil/gas drilling and coalfield/mine mining PCD composite sheets. Composite superhard material products include polycrystalline diamond compact (PDC) picks, polycrystalline diamond compact (PDC) down-the-hole drills, polycrystalline diamond/polycrystalline cubic boron nitride cutters, and high-grade PCD drawing molds. The company is the first listed company in the composite super-hard materials industry, an innovative enterprise and high-tech enterprise in Henan Province. It is committed to promoting and guiding the replacement of composite super-hard materials and the replacement of hard alloys, aiming to be the leader of composite super-hard materials. "And "blazers" will build on the platform of listed companies to expand and strengthen composite superhard materials, the industry chain will gradually extend to the downstream composite superhard material products industry, and become a complete industrial chain, complete varieties, world-class composite super Manufacturer of hard materials and products. II. Project Profile (I) Main Contents of Investment Project The company intends to acquire 80% of Zhengzhou Huayuan Superhard Materials Co., Ltd. (hereinafter referred to as “Zhengzhou Huayuanâ€) held by Natural People Gaofu with RMB125 million (the initial estimated total amount). The equity of the first phase of the equity transfer is paid by the company, and the second phase of the equity transfer is paid by the company's own funds. The first phase of equity transfer of this transaction was RMB 71 million. Among them, the use of the original "composite superhard materials and products R & D center project" raised funds of 20.68 million yuan and over-raised funds of 50.32 million yuan. (II) Main contents of the equity transfer agreement The “Equity Transfer Agreement†signed between the company and the original shareholders of Zhengzhou Huayuan is as follows: 1. Parties to the transaction: Sifangda, Zhengzhou Huayuan original shareholder 2, investment method company intends to use RMB 12,500 Ten thousand yuan (that is, the initial estimated total amount) acquired an 80% stake in Zhengzhou Huayuan, a natural person. 3. Payment method of equity transfer price (1) Within 7 days from the completion date of the industrial and commercial registration and change formalities of this transaction, the company will pay 56.8% of the initial estimated total amount, or 71 million yuan, to the designated account with high wealth (individual). The income tax is withheld and paid according to the actual situation). (2) The second phase of equity transfer is calculated on the basis of the total amount of the final transaction determined by the equity compensation agreement, and the calculation formula is: the second phase of the equity transfer payment = (determined according to the equity transfer agreement profit compensation clause) The total amount of the final transaction - the first transfer payment) × (1 + 3.50% × 3) (3.50% is the annual interest rate and is simple). The second phase of the equity transfer shall be paid by the Quartet in cash to the high wealth within 20 working days after the accounting firm with the securities business qualification issued the Zhengzhou Huayuan 2015 annual audit report. If due to the reasons of Sifangda, the second-period payment cannot be paid on time, according to the amount owed and the number of days of default, the liquidated payment will be paid to Gaofu at a daily interest rate of 0.1‰. 4. Performance Commitment Zhengzhou Huayuan's original shareholder's total profit after deducting non-recurring gains and losses (hereinafter referred to as “deductionâ€) after the completion of the transaction (total profit refers to profit before tax), annual profit growth rate and each year shall be The receivables turnover rate has the following commitments: (1) Zhengzhou Huayuan's total profit after deduction in 2013 is not less than RMB 18.04 million; in 2014, the total profit after deduction is not less than RMB 21.65 million; The total amount is not less than RMB 25.98 million, and the total profit growth rate of three years is not less than 18%; (2) Zhengzhou Huayuan's annual turnover of accounts receivable during the profit commitment period (ie 2013 to 2015) is not Less than 1.8. 5. The profit compensation company and Zhengzhou Huayuan original shareholders agreed: (1) After the end of the 2015 fiscal year, the purchaser hired an accounting firm with securities business qualifications to audit Zhengzhou Huayuan, and both parties agreed to follow the audit results according to the following agreement. Determine the total amount of the final transaction of this investment. (2) If the total accumulated non-post-profit after the audit in 2013-2015 is higher than RMB 65.67 million (including RMB 65.67 million), the investment price will not need to be adjusted, and the total amount of the final transaction will be executed according to the agreed amount of RMB 125 million. . (3) If the total accumulated non-post-profit after the audit in 2013-2015 is less than RMB 65.67 million and higher than RMB 62.39 million (including RMB 62.39 million), the investment price needs no adjustment, and the final price is RMB 125 million. The total amount of the transaction is executed. (4) If the total accumulated non-post-profit after the audit in 2013-2015 is less than RMB 62.39 million (excluding RMB 62.39 million), the investment price (ie the total amount of the final transaction) is adjusted to: RMB 125 million × deduction Non-post-profit total achievement rate. (5) Notwithstanding the foregoing (2)-(4), if the audited balance of accounts receivable for 2015 is greater than the balance of accounts receivable calculated based on the receivables turnover rate of 1.8, the difference is partially The amount shall be deducted from the total amount of the final transaction, ie the total amount of the final transaction is equal to the difference between the amount calculated under (2)--(4) minus the amount deductible under this section. (6) In spite of the foregoing agreement, if the total profit after deduction of Zhengzhou Huayuan's 2013 audit is less than RMB 10.82 million, or the total accumulated non-post profit from 2013 to 2014 is less than 2,381 (excluding RMB 2,381), or From 2013 to 2015, the accumulated total non-post-profit profit is less than 3,940 (excluding 3,940) yuan, then: A: Sifangda has the right to decide whether to adjust all directors, supervisors and management personnel of Zhengzhou Huayuan Company; and B: Quartet Dashang will no longer pay the second equity transfer price to Gao Fu. (7) If the audited three-year accumulated deductible total profit is greater than RMB 65.67 million and the accounts receivable turnover rate is not less than 1.8, more than 30% of the deducted corporate income tax will be used to reward the Zhengzhou Huayuan management team. The specific reward details (including the list and the amount of the award) shall be executed by the Zhengzhou Huayuan management team after being submitted to the board of directors for approval. The Sifangda shall file the record. Zhengzhou Huayuan shall pay the above rewards to the employees who intend to reward the company within 20 days after the issuance of the relevant audit report. 6. Disposal of undistributed profits (1) The audited undistributed profit of Zhengzhou Huayuan on the base date is shared by Zhengzhou Huayuan new and old shareholders according to the shareholding ratio after the transaction. (2) Changes in net profit and loss after the base date to the delivery date are jointly assumed by Zhengzhou Huayuan New and Old Shareholders in accordance with the equity ratio after the transaction. 7. Corporate Governance, Service Period and Non-Competition Promise (1) Within seven days after the entry into force of this Agreement, Zhengzhou Huayuan will engrave a new seal and destroy all original seals, including but not limited to the company's official seal, the legal representative's personal seal, Financial seal, contract special seal, etc.; within seven days after the entry into force of this agreement, Zhengzhou Huayuan will re-establish the board of directors and the board of supervisors, re-appointing senior managers and other senior management personnel and heads of various business departments. (2) The board of directors consists of 5 directors and is elected by the shareholders' meeting. Among them, Sifangda nominated three directors, and Zhengzhou Huayuan's original shareholders jointly nominated two directors. (3) The Board of Supervisors consists of 3 supervisors and is elected by the shareholders' meeting. Among them, Sifangda nominated two supervisors, and Zhengzhou Huayuan's original shareholders jointly nominated one supervisor. (4) The general manager shall be elected and appointed by the board of directors, and the general manager shall be nominated by the original shareholders of Zhengzhou Huayuan. (5) The chief financial officer is nominated by Sifangda and appointed by the board of directors. The finance manager is nominated by Sifangda and appointed by the chief financial officer. (6) The new seal of the company shall be kept by the designated personnel of the new board of directors. Before the new board of directors elects and confirms the specific custodial personnel, the designated personnel of Sifangda shall be responsible for the custody. (7) The original shareholder of Zhengzhou Huayuan promised that any disputes and liabilities arising from the contracts, agreements and documents signed by Zhengzhou Huayuan's original seal shall be settled and assumed by the original shareholders of Zhengzhou Huayuan, and therefore shall be caused to Zhengzhou Huayuan. If the loss is lost, the original shareholders of Zhengzhou Huayuan shall be responsible for compensation. The original shareholders of Zhengzhou Huayuan shall bear joint and several liability for each other in the matters agreed in the preceding paragraph. (8) Zhengzhou Huayuan original shareholder service period commitment: In order to ensure the company's sustainable development and sustainable competitive advantage, Zhengzhou Huayuan original shareholders promised to continue before December 31, 2017 (“committed service periodâ€) after the completion of this investment. Serving Zhengzhou Huayuan and holding technical or management positions in Zhengzhou Huayuan. In the event of any departure or departure of any of the original shareholders before December 31, 2017, the defaulting party must compensate the Sifangda in accordance with 20% of the initial estimated total amount of the transaction, or give Zhengzhou Hua in accordance with the above-mentioned resignation. The economic losses brought by the source are compensated by the Quartet, and the higher is calculated. However, if Liu Jianzheng or Han Degong violates the promise, he will first compensate with the Zhengzhou Huayuan equity held by him (the equity value is based on the Zhengzhou Huayuan book in the month of separation). Net asset value calculation), insufficient cash compensation. At the same time, the original shareholder of Zhengzhou Huayuan may not transfer the equity without the written consent of Sifangda, and may not conduct equity pledge. (9) Zhengzhou Huayuan's original shareholder's non-competition commitment: from the effective date of this agreement to December 31, 2020, whether or not it is in Zhengzhou Huayuan Service, it may not be self-employed or without the written consent of Sifangda. Cooperate with others to engage in the same or similar business as Zhengzhou Huayuan's business, whether directly or indirectly, paid or unpaid, part-time or full-time. Within five years after leaving the company, you may not engage in direct or indirect manner outside of Zhengzhou Huayuan or cooperate with others to engage in the same or similar business as Zhengzhou Huayuan, whether directly or indirectly, paid or unpaid, part-time or full-time. Without the written consent of Sifangda, as long as the original shareholders still provide services for Zhengzhou Huayuan, the original shareholders may not apply for resignation, leaving the country, studying abroad and going to school. Zhengzhou Huayuan original shareholder confidentiality commitment: has a permanent confidentiality obligation to the known business secrets of Zhengzhou Huayuan or Sifangda (including but not limited to technical information and business information), and may not be externally approved without the written consent of Zhengzhou Huayuan or Sifangda. Disclosure, notification, publication, publication, publication, transfer, transfer or any other means to make any third party aware of it, and may not use these trade secrets for business or other activities. If the original shareholder of Zhengzhou Huayuan violates the previous non-competition or confidentiality commitments and obtains the proceeds, all the income thus earned shall be owned by Zhengzhou Huayuan, and the loss shall be compensated to Zhengzhou Huayuan according to the income. . If the original shareholder of Zhengzhou Huayuan violates the previous non-competition or confidentiality commitments but fails to obtain proceeds, it shall compensate for all losses caused by its actions to Zhengzhou Huayuan. (III) Explanation of the transaction price of this investment and pricing basis The transaction price is based on the asset evaluation results issued by Beijing Guorong Xinghua Assets Appraisal Co., Ltd., an evaluation agency with securities business qualifications, and the parties to the transaction negotiated and determined. The total equity transaction price of Zhengzhou Huayuan was finally determined to be RMB 165.25 million. The transaction price of Zhengzhou Huayuan 80% equity of this transaction was RMB 125 million. Beijing Guorong Xinghua Assets Appraisal Co., Ltd. adopted the asset-based and income-based methods to evaluate 100% equity of Zhengzhou Huayuan on March 31, 2013, and finally selected the income method as the final result. evaluation result. According to the evaluation report of Guorong Xinghua Appraisal [2013] No. 2-054 issued by Beijing Guorong Xinghua Assets Appraisal Co., Ltd., Zhengzhou Huayuan's evaluation result based on the income method on the base date is 159,022,800 yuan. The net asset value of the book increased by RMB 10,656,400 and the value-added rate was 203.15%. (IV) Basic information on investment targets (1) Zhengzhou Huayuan Profile Company Name: Zhengzhou Huayuan Superhard Material Tools Co., Ltd. Company Type: Limited Liability Company (Natural Person Investment or Holding) Company Address: 151th Street, Zhengzhou Economic and Technological Development Zone No.1 Building 4-5-6 Legal Representative: Gao Rich Registered Capital: 22.97 million yuan Business Scope: Production and sales of superhard materials, superhard tools and products, machine tools (by production license) and foreign trade import and export business . (2) Prior to the transaction shareholding structure No. Name of shareholder equity ratio 1 high full 89% 2 Liu positive 8% 3 Hand power 3% Total 100% (3) Main business conditions Zhengzhou Huayuan mainly produces laminate flooring, engineered wood flooring Special diamond tools and diamond saw blades for bamboo and wood composite wood flooring and new material composite flooring. Zhengzhou Huayuan currently has 14 offices across the country. The “Huayuan†brand PCD tools for woodworking enjoy a high reputation in China. Currently, it has a market share of about 20% in the domestic PCD tool market for wood flooring, ranking the first two in the same industry. . Zhengzhou Huayuan management team has long been engaged in research and development and sales of superhard tools. The core technical team has rich experience and strong scientific research capabilities. The company has 9 related patents. (4) Financial data Unit: RMB Items Year 2012 (audited) year from January to March 2013 (unaudited) 66,402,623.18 59,534,804.88 23,540,525.52 14,819,458.40 Total liabilities Shareholders' equity Total assets 42,862,097.66 44,715,346.48 43,109,742.85 7,197,338.66 total revenue net profit 15,866,308.31 2,102,670.16 15,219,662.17 1,994,710.08 (5) the transaction ownership structure name of shareholder equity ratio of 80% four 1 2 3 9% higher rich Liu 8% n-4 Han Degong 3% Total 100% III. Necessity, Risk, Feasibility and Impact on the Company by Using Raised Funds (I) Necessity of Project Implementation The implementation of this investment project is the downstream of the company's composite superhard material industry chain. The need for extension. The company's strategic goal is to become a manufacturer of composite superhard materials and products with complete industrial chain, complete varieties and world-class products. Zhengzhou Huayuan is a downstream customer of our company. It has long used the company's PCD composite sheet to manufacture diamond cutters and diamond saw blades. This acquisition is in line with the company's development strategy of broadening the business chain, and will further improve the company's product line in the field of composite superhard materials. It will help to improve the company's composite superhard material technology level, enhance the company's comprehensive competitiveness, gain greater market value, and create more returns for the majority of shareholders. (II) Feasibility of project implementation (1) PCD tool for woodworking has a huge growth space in China. The manufacturing cost of PCD composite sheet cutters is continuously reduced and the process is perfected, which promotes the replacement speed of PCD composite cutters for traditional carbide tools and imported PCD cutters. It is also accelerating. As a high-life, high-efficiency cutting tool, diamond tools are being adopted by more and more industries and have broad development prospects. PCD tools for woodworking are currently used to strengthen the composite wood flooring processing industry, wood-based panel industry, pneumatic tools industry, Kang Peite new building materials, furniture industry and so on. With the continuous improvement of people's living standards, more and more families have abandoned traditional radioactive large tiles and expensive solid wood flooring to choose affordable wood flooring, which is easy to care for and beautiful. The wood flooring industry will be beautiful in the future. The increase in demand will further drive the development of the diamond tool market, and the domestic wood processing industry is increasingly prosperous. The attention of enterprises to production efficiency and economic benefits will further drive the rapid growth of the diamond saw blade market. Wood flooring industry: In the Chinese market and the EU market, the two wooden flooring markets sold a total of 878 million m2 in 2010, and the world has a market capacity of approximately 2 billion m2. Press each PCD circular saw blade service life of 150 days, each blade is expected to open 10 square meters a day, then each PCD circular saw blades can be expected to open 1500 square meters, the world's conservative estimate of the annual consumption of PCD circular saw blades 1.33 million. Solid wood industry: In 2005, the world's roundwood output was 3.503 billion cubic meters. 60% of the world's round logs, or 2.1 billion cubic meters, were cut into standard plates. The saw blade life was 150 days, and each saw was opened 10 cubic meters per day. The world is conservatively estimated that the annual consumption of PCD circular saw blades will be more than 1.4 million. Cutting of wood-based panels, composite panels and other panels: In 2005, the world produced 229 million cubic meters of wood-based panels, while artificial composite panels and particleboards were more than 10 times the output of wood-based panels, and the average daily cutting was done according to PCD circular saw blades. When the artificial board is calculated at 15 cubic meters, the world's wood-based panel cutting consumes more than 800,000 PCD circular saw blades. In the field of bamboo cutting: According to the minimum estimate of the State of the World's Forests in 2005, the annual global harvest is about 20 million tons, which is processed into daily necessities, bamboo boards and handicrafts. On average, each PCD circular saw can cut and cut 200 tons of bamboo. According to this calculation, the world consumes more than 100,000 pieces of carbide saw blades annually. Cutting non-ferrous metals, furniture, doors and windows and decorative materials: According to relevant experts and industry statistics, the annual sales of carbide saw blades in the domestic market is about 6 billion, at an average price of 100 yuan / piece, domestic hard The annual production of alloy saw blades is about 60 million pieces, while the Chinese market accounts for 60% of the global market share. The estimated global market capacity is about 100 million pieces. The average life of PCD circular saw blades is more than 100 times that of cemented carbides, and the estimated market capacity is over 1 million pieces. According to the above analysis, the market for PCD tools in the flooring industry is about 2-4 billion yuan, and the market prospect is broad. There is still room for growth in the future of PCD tools for Zhengzhou Huayuan flooring; the annual demand for PCD circular saw blades is over 4.6 million pieces, calculated at a price of 1,000 yuan per piece, with a market share of 4.6 billion. The PCD circular saw blade is the future of Zhengzhou Huayuan. Profit growth. (2) Zhengzhou Huayuan Market has obvious competitive advantages. A. Technological innovation and strong R&D capability The core management of Zhengzhou Huayuan comes from the Zhengzhou Abrasives Grinding Research Institute, which is the first in the country to develop new synthetic diamond materials. The scientific research unit has strong technical strength and scientific research level, scientific research scope and level leading domestically. The executive team is a technical team with a strong technical background. It is also a pioneer in technology development and a long-term commitment to the company's entrepreneurship and development. Since its establishment, the company has applied for more than ten scientific and technological patents. As of now, the details of the patents owned by Zhengzhou Huayuan are as follows: No. Patent Name Patent No. Patent Category Authorization Date Authorization Authority Acquisition Method 1 ZL200720092282.8 Utility Model 2008-7-23 Application for State Intellectual Property Office cut with a wire saw blade 2 enhanced ZL200920089734.6 State intellectual Property Office utility model 2010-1-13 apply for a new type of saw blade 3 ZL201220005847.5 2012-9-19 State intellectual Property Office utility model application made four one kind Wire sawing machine ZL201220440724.4 Utility model 2013-2-6 Application of State Intellectual Property Office to obtain 5 floor and its splicing structure ZL201220440474.4 Utility model 2013-2-6 Application for State Intellectual Property Office 6 A durable cutting tool ZL201220441558 .X Utility Model 2013-2-6 Application for State Intellectual Property Office 7 A kind of anti-fracture saw blade ZL201220440702.8 Utility model 2013-3-6 The State Intellectual Property Office applied for 8 kinds of anti-fracture cutting tools ZL201220440572.8 Utility Model 2013-3-6 Application for State Intellectual Property Office to obtain 9 Escape Safety Hammer ZL201220440494.1 Utility Model 2013-3-13 Application by State Intellectual Property Office Acquired B, cost control capability industry leading Zhengzhou Hua since its inception, relying on technical strength, long-term adherence to cost leadership strategy, lower cost than similar products, the company's products have a certain price space. The main factors leading to cost are: (1) independent research and development and improvement of key processing equipment, high degree of mechanized production, low cost per unit of product; (2) order-type production arrangements to maintain reasonable inventory; (3) establishment of product coding scheme, Through the combination of the unique coding of the product and the single production process, a comprehensive quality control system is implemented to effectively guarantee the product quality, and the qualified rate of the finished product is about 98%. C. Advantages of sales channels and perfect after-sales service Zhengzhou Huayuan has set up an office in a floor base with relatively concentrated customer base. It adopts a “door-to-door service†business strategy that is close to the market and close to customers, so that the company can keep abreast of market dynamics and market information. Master the actual and potential needs of your customers. It has won time for the company to develop new diamond tool new products and large-area sales promotion in the market in a timely manner, and also raised the industry competition threshold. At present, Zhengzhou Huayuan has 14 offices across the country. The company uses the office to carry out after-sales services such as grinding and grinding, providing customers with 24-hour technical support. At the same time, the company can fully understand and evaluate the customer's credit rating, "let the customer zero-risk cooperation" while maximizing the company's interests and forming long-term good strategic partnership with customers. (III) Analysis of project investment income Through the comprehensive analysis of Zhengzhou Huayuan's future market environment, core competitiveness and business development capabilities, Zhengzhou Huayuan's operating performance forecast indicators for the next three years are as follows: 2013-2015 Zhengzhou Huayuan operating results forecast projects 2013 2014 2015 total profit after deduction of non (million) 1,804 2,165 2,598 total non-deduction after the profit growth rate 15% 20% 20% Based on the above prediction, this investment is feasible in terms of earnings . (IV) Possible risks and countermeasures of the project (1) Acquisition and integration risks and countermeasures After the completion of the acquisition, Zhengzhou Huayuan became the holding subsidiary of the company, and the production and operation were handled by the original operation team. How to ensure the listed company through integration Its control power maintains the original competitive advantage of Zhengzhou Huayuan and gives full play to the synergy effect of this transaction, which is uncertain. The company will select relevant personnel to serve as members of Zhengzhou Huayuan Board of Directors to grasp and guide its business plan and business direction; maintain the stability of Zhengzhou Huayuan management team, maintain the current business model, organization and daily management system of Zhengzhou Huayuan, and avoid it. The business was affected by this transaction; the customer management, financial management and business management of Zhengzhou Huayuan were incorporated into the company's unified management system to ensure the company's mastery of its business resources and business conditions. (2) Performance realization risks and countermeasures Although the import substitution of PCD woodworking tools and the replacement of hard alloys in the future market space is huge, Zhengzhou Huayuan has a large share in the domestic segment, in terms of technological innovation, cost control and sales services. There is a clear competitive advantage, but the competition in the woodworking tool market is fierce. There is still some uncertainty in the future Zhengzhou Huayuan's commitment to achieve its business performance. The company will adopt a number of positive measures such as management improvement, business training and guidance, financial supervision, and resource sharing to maintain and enhance the core competitiveness of Zhengzhou Huayuan, maintain the stability of the management team and core employees, improve the production skills of Zhengzhou Huayuan employees, and actively implement this The synergy effect of the acquisition to ensure the realization of this investment objective. (V) Impact on the company The acquisition of 80% equity of Zhengzhou Huayuan Superhard Material Tools Co., Ltd. will help to improve and enrich the industrial chain of composite superhard materials products, in line with the strategic plan of the company's industrial chain extending downstream, effective Expanding the scale of the company's operation, and at the same time, through the closer integration with Zhengzhou Huayuan in technology, it will further enhance the technical strength of the company's composite super-hard materials, and help to provide customers with products and services that better meet market needs. The company's comprehensive competitive strength, gain greater market value and contribute more returns to shareholders. This acquisition has important strategic significance for the company. After the completion of the acquisition project, it is expected that it will achieve better business performance by strengthening operational management and business integration, which will have a positive effect on improving the overall performance level of listed companies. In summary, the project has good economic benefits expectations, investment risks are controllable, in line with the fundamental interests of the company and investors, project investment is feasible.
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