Changhong Hi-Tech announced on the evening of August 31 that the company planned to purchase 100% equity of Guangxi Changke New Materials Co., Ltd. (referred to as "Guangxi Changke") in cash. The audit and evaluation of the underlying assets of this transaction have not yet been completed.
Guangxi Changke is a company controlled by Tao Chunfeng, the actual controller of Changhong Hi-Tech. The counterparty of this transaction, Hengyun Energy, is also a company controlled by Tao Chunfeng. This transaction constitutes a related transaction. Guangxi Changke's unaudited total assets in 2022 exceed more than 50% of Changhong Hi-Tech's audited total assets in 2022. Therefore, this transaction is expected to constitute a major asset reorganization.
Guangxi Changke is currently the largest bulk-method ABS resin manufacturer in China, focusing on the research, development, production and sales of ABS resin, SAN resin and polystyrene products (including general-grade polystyrene GPPS and high-impact polystyrene HIPS). A high-tech enterprise whose products are mainly used in home appliances, office supplies, auto parts manufacturing and other fields.
Guangxi Changke currently has a designed production capacity of 600,000 tons/year. The first phase of the 100,000 tons/year flexible production line has been put into production and can switch to produce ABS, SAN and polystyrene products; the second phase has built 6 production lines with a total production capacity of 50 10,000 tons/year, and trial production will be carried out from July to November 2023.
As of the signing date of the plan, Hengyun Energy, Guangtou Keyuan, and Guangtou Changke held 47.15%, 46.14%, and 6.71% of the equity of Guangxi Changke respectively. Hengyun Energy is negotiating with Guangtou Changke to transfer its 6.71% stake in Guangxi Changke before the draft of this major asset purchase is submitted to the board of directors. Changhong High-tech’s final counterparty in this transaction is Hengyun Energy, Guangtou Keyuan. Listed companies paid cash to purchase 53.86% and 46.14% of the shares of Guangxi Changke held by Hengyun Energy and Guangtou Keyuan.
In addition, Hengyun Energy, as a limited partner of Guangtou Keyuan, holds 69.99% of its property share. Hengyun Energy is negotiating with the High-quality Development Fund to transfer its holdings of Guangtou Keyuan before the draft of this major asset purchase is submitted to the board of directors. Keyuan has a 29.99% asset share. After the asset share transfer is completed, Hengyun Energy holds a 99.98% asset share of Guangtou Keyuan, and the executive partner Guofu Innovation holds a 0.02% asset share.
Changhong High-tech's main business is the R&D, production and sales of thermoplastic elastomer (TPES) series products and PBAT/PBT and its by-products. It currently has the production capacity of 40,000 tons/year of low-smooth butadiene rubber (LCBR) series products. ability. Changhong Hi-Tech's products are one of the important raw materials of Guangxi Changke. The production of each ton of ABS products consumes approximately 0.11 tons of LCBR.
Through the acquisition of Guangxi Changke, Changhong Hi-Tech will add synthetic resins and plastics as one of its main businesses, which will help listed companies further expand their business to the downstream of the industrial chain, enrich product categories, expand business scope, and gradually achieve vertical integration development.
As of December 31, 2022, Changhong Hi-Tech's total assets were 3.81 billion yuan and net assets were 2.006 billion yuan. Guangxi Changke's total assets were 2.811 billion yuan and net assets were 916 million yuan (unaudited), accounting for 10% of Changhong's total assets. The proportions of Hong Hi-tech's total assets and net assets are 73.79% and 45.68%. In 2022, Changhong Hi-Tech achieved operating income of 2.372 billion yuan, and Guangxi Changke achieved operating income of 607 million yuan, accounting for 25.61% of Changhong Hi-Tech's operating income.
After the completion of this transaction, Changhong Hi-Tech's overall business scale will be greatly increased, which will help to leverage the advantages of scale effect and further enhance the company's sustainable development capabilities and market competitiveness.
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