Tianqi Lithium Industry: It is intended to pay 12.863 billion yuan to subscribe for three companies with 1 yuan/share
Author:Capital state Time:2022.07.19
On July 19, 2022, Tianqi Lithium Industry (002466.SZ) issued an announcement on the capital increase of wholly -owned subsidiaries.
Tianqi Lithium Industry Co., Ltd. (hereinafter referred to as "Company" or "Tianqi Lithium Industry"), the 26th Session of the Fifth Board of Directors and the Fifth Supervisory Committee of the Fifth Supervisory Committee held on July 19, 2022) The meeting reviewed and approved the "Proposal to Increase the capital of wholly -owned subsidiaries".
On January 28, 2022, the company submitted an application for the public offering of foreign -listed foreign stocks (H -shares) to the Hong Kong Stock Exchange (hereinafter referred to as "this issuance" or "H -shares issuance").
On June 30, 2022, the company disclosed the announcement of the "Announcement on the Published on the Publication of H -Shares, H -Shares' Issuance Price Interval, and H -share Hong Kong Public Offering," in the legal information media. The total number of H -shares this time the company's global sale is 164,122,200 shares (before exercising the excess shares), according to the HK $ 82 per shares, after deducting the relevant underwriting commissions and other estimated expenses of the global offering, and assume that the excess equity has not been assumed that the equity is not unable to do not have the shares of the equity. In the exercise, the company's net value of the global sale is estimated to be approximately HK $ 13.062 billion.
The number of H -share excess shares is 24,618,200 shares. It is assumed that the excess shares are sold in full, and the net fundraising funds are approximately HK $ 1.968 billion. The net fund raised this time will be given priority to repay the non -repayment balance of M & A loans for the purchase of SociedAdquímicayMineradechiles.a (hereinafter referred to as "SQM") equity. Essence
In view of the above -mentioned raised funds, the use of funds of the company's wholly -owned subsidiaries must also be implemented through the specific implementation of wholly -owned subsidiaries. Through, the company intends to adopt the capital increase method to the specific implementation of the fundraising funds to inject funds to repay loans, project construction, and supplement liquidity.
The specific fundraising and implementation subjects involved in the capital increase are as follows:
1. The mergers and acquisition loans that repay the purchase of SQM equity to complete the purchase of SQM23.77%of the equity (hereinafter referred to as "this transaction"), the eighteenth session of the company's fourth board of directors and the third interim shareholders meeting in 2018 in 2018 The company applied for a total loan of 3.5 billion US dollars for the company's foreign subsidiaries (including domestic mortgages and overseas syndicates, merged as a "synchronization" for the overseas subsidiary established by the company. Provide relevant pledge guarantees and guarantee guarantees.
For details, please refer to the "Announcement on the Application of M & A Loans for the Application of M & A Loans for the Application of M & A and Provided by the wholly -owned subsidiaries and providing guarantees for wholly -owned subsidiaries" and on December 11, 2020 and December 29, 2020, respectively. The "Announcement on the Progress of the Related Matters of M & A Loans" disclosed on November 30, 2021. The main body of the loan of mergers and acquisitions is the special destination company of Tianqi Xinlong Technology (Chengdu) Co., Ltd. (hereinafter referred to as "Tianqixinlong"), a wholly -owned subsidiary of the company. TLAI1 ").
As of now, TLAI2's loan as the loan subject has been settled, and the loan balance of TLAI1 as the main body of the loan is about $ 1.129 billion. The capital increase plan intends to fund the company to subscribe to Tianqixinlong's new registered capital at a price of 1 yuan/share, and then increase the capital to TLAI1 from Tian Qixinlong to TLAI1. After the capital increase is completed, the company still holds 100%equity of Tianqi Xinlong.
2. On September 7, 2018, the company held the 22nd meeting of the fourth board of directors to review and approve the "Establishment of Tianqi Lithium Industry Suining District 20,000 tons of lithium carbonate factory project" The Proposal Agreement to the company in Suining Anju District launched the construction of 20,000 tons of battery -level lithium carbonate factories in Suining.
The main body of the project is Suining Tianqi Lithium Co., Ltd. (hereinafter referred to as "Suining Tianqi"), a wholly -owned subsidiary of the company. The Andong Avenue Chemical Industry Park of the Industrial Concentration Zone of Suining City; the project construction goal is to achieve the target production capacity of Suining Tianqi 20,000 tons of battery -grade lithium carbonate; the total investment of the project is expected to be RMB 14.11 million.
For details, please refer to the company on September 8, 2018 in the "Securities Times", "Securities Daily", "China Securities News", "Shanghai Securities News" and the "Tianqi Lithium Industry Suining District Year of Suining Anju District Announcement of 20,000 tons of lithium carbonate factory projects ".
The main body of the Anju project is Suining Tianqi Lithium Co., Ltd. (hereinafter referred to as "Suining Tianqi"). company.
The company plans to pay 1 yuan/share price to subscribe to Chengdu Tianqi's new registered capital, and then increase capital from Chengdu Tianqi to Suining Tianqi at the same price as a construction fund for the settlement project. After the capital increase was completed, the company's shareholding ratio of Chengdu Tianqi and Chengdu Tianqi against Suining Tianqi remain unchanged. Chengdu Tianqi and Suining Tianqi are still the company's wholly -owned subsidiaries. 3. Repair some of the domestic bank borrowings intend to use H -shares to raise funds to repay the domestic bank borrowing subjects: Tianqi Lithium Industry (Shijiahong) Co., Ltd. (hereinafter referred to as "shooting Hong Tianqi"), Tianqi Xinlong, Chengdu Tianqi and His wholly -owned subsidiary. The company plans to inject the funds raised in the above borrowing subject or parent company in an increase in capital to repay some bank borrowings.
4. Supplementary liquidity. Because the company is mainly lithium concentrates that the main raw material production of lithium compounds purchased and paid for lithium compounds through the wholly -owned subsidiary Chengdu Tianqi, it is intended to increase the remaining fundraising funds to Chengdu Tianqi to meet the purchase of lithium concentrates, etc. Lobricity needs.
Based on the arrangement of the use of funds raised above, the company plans to subscribe to Tianqixinlong's new registered capital of RMB 633.74 million at a price of 1 yuan/share; RMB 620 million.
This capital increase is not a related transaction, nor does it constitute a major asset reorganization stipulated in the "Administrative Measures for the Reorganization of the Major Assets of Listed Companies".
According to the "Shenzhen Stock Exchange Stock Listing Rules" and "Guidelines for Self -discipline Supervision of the Shenzhen Stock Exchange Listed Companies No. 1 -Motherboard Listed Companies Regulatory Operation" and "Company Articles of Association", this capital increase is in the scope of the board authority without submission. Shareholders' meeting review.
Tianqi Lithium said that the capital increase was inject funds into the wholly -owned subsidiaries in accordance with the use of funds issued by H shares to ensure that compliance distribution and the use of the raised funds for H -shares issued this time are conducive to the benefit Reduce the company's overall asset -liability ratio, relieve the debt pressure of subsidiaries, accelerate the construction progress of projects under construction, enhance the liquidity of wholly -owned subsidiaries, and ensure the normal progress of the company's production and operation.
After the capital increase, the company's shareholding ratio of subsidiaries will not change, which will not cause the company's merger statement to change, will not harm the interests of the company and shareholders, nor will it have a significant adverse effect on the company's future financial conditions and operating results. This capital increase is a decision made by combining the use of funds raised by H -shares. The overall risk is controllable.
In the actual business process, the risks caused by market and policy changes may be faced. The company will strengthen risk management and management and operate management, and actively prevent and cope with relevant risks. Investors are requested to invest rationally and pay attention to investment risks.
The board of directors believes that this capital increase is based on the use of funds raised by the company's H -shares. The use of legal compliance to allocate the funds raised to the main body of the project to use it. The company's overall asset -liability ratio returns to a reasonable level, while promoting the construction and production process of the company's project construction to meet the company's business development needs, and in line with the company's overall development strategy and the long -term interests of shareholders.
Injecting funds to the company's wholly -owned subsidiaries will not lead to changes in the company's wholly -owned subsidiaries in this way of increasing capital or step -by -step capital increase. And business structure, further enhance the company's core competitiveness. The source of capital increase funds for the issue of H -shares issued by the company will not have a significant adverse effect on the company's financial and operating conditions, and there will be no situation of harm the interests of the company and shareholders, especially small and medium shareholders, especially small and medium shareholders.
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