Oriental Zirconium terminated a fixed increase of no more than 700 million yuan, which has been sponsored by Huajin Securities

Source: China Economic Net

China Economic Net, Beijing, January 29 - Oriental Zirconium (002167. SZ) issued an announcement last night on the termination of the non-public issuance of A shares in 2022. Guangdong Oriental Zirconium Technology Co., Ltd. (hereinafter referred to as "Oriental Zirconium") deliberated and passed the "Proposal on Terminating the Company's Non-public Offering of A Shares in 2022" at the 9th meeting of the 8th Board of Directors and the 9th meeting of the 8th Board of Supervisors held on January 28, 2024, and agreed to terminate the Company's non-public issuance of A shares in 2022.

Regarding the reasons for the termination of the non-public issuance of shares, Oriental Zirconium said that based on factors such as changes in the internal and external environment, combined with the company's overall planning, comprehensive consideration of the relevant system rules for the full implementation of the stock issuance registration system and the actual situation of the company, after full communication and prudent analysis with relevant parties, the company decided to terminate the issuance of shares to specific objects.

Regarding the impact of the termination of the non-public issuance of shares on the company, Oriental Zirconium said that the company's current production and operation activities are carried out normally, and the termination of the non-public issuance of shares is a decision made by full communication and prudent analysis of relevant parties, and will not have a significant adverse impact on the company's normal operation and sustainable and stable development, and there is no harm to the company and all shareholders, especially the interests of small and medium-sized shareholders.

On the same day, Oriental Zirconium issued an announcement on the termination agreement and related party transaction of the conditional share subscription agreement signed by the company with specific objects. On April 19, 2022, the company held the 31st meeting of the 7th board of directors and the 28th meeting of the 7th board of supervisors respectively, deliberated the "Proposal on the Company and Specific Objects to Sign a Conditional Share Subscription Contract", and agreed that the company and Longbai Group Co., Ltd. (hereinafter referred to as "Longbai Group") signed the "Conditional Effective Non-public Share Subscription Agreement".

On January 28, 2024, the company held the 9th meeting of the 8th board of directors and the 9th meeting of the 8th board of supervisors, and deliberated and approved the "Proposal on the Termination Agreement and Related Party Transaction of the Conditional Share Subscription Agreement Signed by the Company and Specific Objects", and agreed that the company and Longbai Group signed the "Termination Agreement of the Non-public Share Subscription Agreement with Conditional Effect".

Regarding the impact of the "Termination Agreement" on the company, Oriental Zirconium said that in view of the company's intention to terminate the non-public issuance of A shares in 2022, the company and the specific target Longbai Group reached a consensus, and the two parties agreed to sign the "Termination Agreement". At present, the company's daily production and operation are normal, and the termination of the non-public issuance of A shares in 2022 will not have a significant adverse impact on the company's daily production and operation and sustainable and stable development, and there is no harm to the interests of the company and all shareholders, especially small and medium-sized shareholders.

Oriental Zirconium announced on the evening of November 21, 2022 that the Issuance Review Committee of the China Securities Regulatory Commission reviewed the company's application for non-public issuance of A-shares. According to the results of the meeting, the company's application for non-public issuance of A shares was approved.

On July 22, 2022, the 2022 non-public issuance plan (revised draft) released by Oriental Zirconium Industry shows that the total amount of funds raised in this non-public offering does not exceed 70,000.00 yuan (including this number), and the net funds raised after deducting the issuance expenses are intended to be used for the construction project of the fused zirconia industrial base with an annual output of 30,000 tons, the construction project of the R&D center, and the replenishment of working capital.

The non-public issuance of shares for the issuance of no more than 35 specific objects, including Longbai Group, of which, the total number of shares to be subscribed by Longbai Group is not less than 23.51% of the total number of shares (including the number of shares) of the non-public offering, and the proportion of shares held after the completion of the non-public offering does not exceed 29.99% of the company's total share capital. In addition to Longbai Group, other issuance targets include legal persons, natural persons or other legal investment organizations that comply with laws and regulations. Securities investment fund management companies, securities companies, qualified foreign institutional investors and renminbi qualified foreign institutional investors shall be regarded as one issuance target if they subscribe for two or more products under their management. If the trust and investment company is the object of issuance, it can only subscribe with its own funds.

One of the targets of this non-public offering, Longbai Group, is the controlling shareholder of the company. In addition to Longbai Group, there is no definite issuance object for this non-public issuance of shares, so it is impossible to determine the relationship between the remaining issuance objects and the company. The Company will disclose the relationship between the issuer and the Company in the issuance status report to be announced after the completion of the offering.

The pricing benchmark date of the company's non-public offering is the first day of the issuance period. The issue price of the non-public offering of shares shall not be less than 80% of the average trading price of the shares in the 20 trading days before the pricing benchmark date.

The number of shares issued by the non-public offering is the total amount of funds raised divided by the issue price of the non-public offering of shares, and does not exceed 30% of the total share capital of the company before the issuance, as of the date of the announcement of this plan, the company's total share capital of 775,134,000 shares, that is, the number of shares issued by the non-public offering does not exceed 232,540,200 shares (including the number of shares).

The shares subscribed by the controlling shareholder Longbai Group shall not be transferred within 18 months from the date of the end of the issuance, and the shares subscribed by other issuers of the non-public offering of shares shall not be transferred within 6 months from the date of the end of the issuance.

As of the date of issuance of the plan, Longbai Group is the controlling shareholder of the company, and Longbai Group's subscription of this non-public offering of shares constitutes a connected transaction.

As of the date of the announcement of the plan, the total share capital of Oriental Zirconium was 775,134,000 shares, and Longbai Group held a total of 182,210,818 shares of the company, accounting for 23.51% of the company's total share capital, and was the controlling shareholder of the company. Xu Gang, the controlling shareholder and actual controller of Longbai Group, is the actual controller of the company.

According to the calculation of the upper limit of the number of shares issued to specific objects of 232,540,200 shares, after the completion of the issuance, the company's total share capital will be changed to 1,007,674,200 shares, because the proportion of Longbai Group to subscribe is not less than 23.51% of the total number of shares (including the number of shares) of the non-public offering, after the completion of the issuance, Longbai Group is still the controlling shareholder of Oriental Zirconium, and Xu Gang is still the actual controller of Oriental Zirconium, so the issuance will not lead to a change in the control of the listed company.

According to the reply report of the issuer and the sponsor on the "Letter on Preparing for the Meeting of the Issuance Examination Committee for the Non-public Offering of Shares of Guangdong Oriental Zirconium Technology" disclosed by Oriental Zirconium on November 15, 2022, the sponsor of the company's non-public offering is Huajin Securities Co., Ltd., and the sponsor representatives are Xu Yin and Hu Fuzhen.