On the evening of February 7, the listed company Mona Lisa Group Co., Ltd. (hereinafter referred to as "Mona Lisa") issued the "Notice on Acquiring the Equity Interests of Gao'an Zhimei Shande New Materials Co., Ltd. and increasing its capital." Announcement" (hereinafter referred to as the "Announcement").
On December 31 last year (2020), Mona Lisa signed the "Equity Acquisition Framework Agreement" with Jiangxi Putin Ceramics Co., Ltd. (hereinafter referred to as "Putin Ceramics") and the natural person Xian Weitai, and planned to pay cash. Let Putin Ceramics hold the equity of Gaoan Zhimei Shande New Materials Co., Ltd. (hereinafter referred to as "Zhimei Shande") and become its controlling shareholder.
Mona Lisa stated in the announcement that on February 7, it signed the "Equity Purchase Agreement Regarding Gao'an Zhimei Shande New Materials Co., Ltd." with Putin Ceramics, natural person Xian Weitai and the target company Zhimei Shande ( (hereinafter referred to as the "Acquisition Agreement"), Putin Ceramics will acquire 58.9706% of the equity of Zhimei Shande held by Putin Ceramics for RMB 401 million in cash, and subscribe to Zhimei Shande's new registered capital of RMB 44,117,647 in cash for RMB 250 million. After the completion of the above-mentioned transaction plan, Mona Lisa will hold 70% of the equity of Zhimei Shande.
The announcement shows that the acquisition agreement is signed by four parties. Party A is Mona Lisa Group Co., Ltd., Party B is Jiangxi Putin Ceramics Co., Ltd., Party C is the natural person Xian Weitai, and Party D is Gaoan Zhimei Shande New Materials. Ltd.
It can also be seen from the announcement that after the completion of the delivery of the target equity, in order to ensure the normal subsequent production and operation of Zhimeishande, Mona Lisa subscribed to Zhimeishande for a new investment of 250 million yuan in cash (the "capital increase"). The registered capital is RMB 44.117647 million. Among the capital increase, RMB 44,117,647 was used as the newly registered capital of Zhimei Shande, and RMB 205,882,353 was used as a premium to enter Zhimei Shande’s capital reserve fund. Within five working days from the date on which the market regulatory changes are completed for the target equity transfer,Zhimei Shande should complete the corresponding market regulatory change registration procedures for the capital increase in the acquisition agreement. After the capital increase is completed and the market supervision change registration is completed, the equity structure of Zhimei Shande is (see the figure below):
The announcement also explains the corporate governance of Zhimeishande after the equity change: First, all parties agreed that Zhimeishande should establish a board of directors composed of 5 people, of which Mona Lisa has the right to nominate 4 directors. Putin Ceramics has the right to nominate 1 director, and the chairman shall be nominated by Mona Lisa. All parties agree and guarantee to vote for the election of such persons at the relevant shareholders’ meeting/board of directors; second, all parties agree unanimously that the general manager of Zhimei Shande and the financial director are nominated and appointed by Mona Lisa. Putin Ceramics and the natural person Xian Weitai agree and guarantee that the directors appointed by Putin Ceramics will vote in favor of the appointment of the above-mentioned personnel on the board of directors of Zhimei Shande.
Regarding the purpose of this acquisition, Mona Lisa clearly stated in the announcement that it currently has three major production bases in Foshan, Guangdong, Qingyuan, Guangdong, and Tengxian, Guangxi. Gao'an City is located in the northwest of central Jiangxi Province and the west of Nanchang City. It belongs to the plains of the middle and lower reaches of the Yangtze River. It is a major automobile transportation city in China with an extensive transportation network. It has rich ceramic raw materials and ceramic industry supporting clusters. It has now become a mature architectural ceramics industry in China. One of the bases. The acquisition of Zhimei Shande's equity is an important move based on its deep accumulation in the ceramic industry over the years and its "big ceramic tile strategy" layout, which is conducive to optimizing the regional layout of the company's ceramic production base; after the acquisition is completed, it can effectively enrich the company's architectural ceramic product categories. Realize the complementary advantages of the product structure to meet the company's strategic development plan and the market demand brought about by the continuous expansion of product application fields.
In addition, considering that East China is one of its important product sales markets, Mona Lisa hopes to further expand its production and supply capabilities in East China through this equity acquisition, promote the continuous optimization of production capacity distribution, and The lower warehousing and logistics costs radiate to the East China region and even the national market, thereby further meeting the market demand in East China, enhancing the competitiveness in the East China market and the pan-East China regional market, and laying a solid foundation for further expanding the main ceramic tile business and sustainable and stable development. Base.
