Cyclone of the Yellow River: Issues for the purchase of shares to purchase assets, etc.

Abstract Henan Yellow River Cyclone Co., Ltd. issued shares to buy assets and non-public issuance of A shares to dilute the spot return of the filling measures Henan Yellow River Cyclone Co., Ltd. (hereinafter referred to as "Yellow River Cyclone" or "listed company" or "company") The way to issue shares, buy Chen...
Henan Huanghe Cyclone Co., Ltd. issued shares to purchase assets and non-public offering of A shares to dilute the immediate return of the measures

Henan Huanghe Cyclone Co., Ltd. (hereinafter referred to as “Huanghe Cyclone” or “Listed Company” or “Company”) intends to purchase Chen Jun, Jiang Yuanyuan, Shen Shanjun, Yang Qinhua and Henan Huanghe Industrial Group Co., Ltd. in total by way of issuing shares. Shanghai Mingshi Intelligent System Co., Ltd. (hereinafter referred to as “Mingzhi Intelligent”) 100% equity, and plans to issue shares to Qiao Qiusheng, Chen Jun, Liu Jianshe, Du Changhong, Xu Yongjie, Zhang Yongjian and Wang Yuchang in a non-public offering manner. Funds (hereinafter referred to as “this fundraising matching fund”). The second extraordinary meeting of the 6th Board of Directors of the Yellow River Cyclone in 2015 reviewed and approved the relevant proposals for the issuance of shares to purchase assets and the raising of matching funds and related transactions. According to the "Opinions of the General Office of the State Council on Further Strengthening the Protection of the Legal Rights and Interests of Small and Medium-sized Investors in the Capital Market" (Guo Ban Fa [2013] No. 110, hereinafter referred to as "Opinions"), in order to protect the interests of small and medium investors, the company The impact of the current transaction on the dilution of the current report was carefully analyzed, and the impact of the diluted short-term return on the company's main financial indicators and the measures taken by the company were announced as follows:

I. Diluted current earnings per share for the current transaction

Before the transaction, the basic earnings per share realized by the listed company in 2014 was 0.42 yuan/share. According to the "Review Report" issued by Ruihua (Ruihua Reading [2015] 0205001, according to the assumption that the company has completed the preparation of the transaction in the beginning of 2013, the preparation of the consolidated income statement and the calculation of the company's total share capital after the completion of the issuance Without considering the impact of the fund-raising funds, the basic earnings per share realized by the listed company in 2014 will be 0.40 yuan/share, which will dilute the current earnings per share of the listed company. If considering the impact of the fund-raising funds, the listed company The basic earnings per share realized in 2014 was 0.37 yuan/share, which will also dilute the current earnings per share of listed companies. The earnings per share of this transaction decreased by 0.05 yuan, a decrease of 11.90%.

Second, the company should take measures to reduce the immediate return of the issue

The company intends to reduce the impact of the immediate return of the dilutive company by strengthening the management of raised funds, improving the efficiency of the use of raised funds, promoting the development of existing businesses, strengthening internal management and cost control, and strictly implementing the company's dividend policy. The specific instructions are as follows:

1. Maintain stable and rapid development of the main business

The funds raised in this transaction will be used to develop the main business of the gem-grade large single crystal diamond industrialization project of the listed company and to supplement the liquidity of the listed company, as well as to use Mingjian intelligent supplementary working capital, which can not only improve the integration of this restructuring project. Performance, and can enhance the ability of listed companies to continue to operate after restructuring.

The company's total assets and net assets increased, and the company's capital strength was further enhanced. After the funds are raised, the company will improve the efficiency of capital use and protect the long-term interests of shareholders.

After the completion of this reorganization, with the gradual promotion of the concept of Industry 4.0, the company will also take advantage of the opportunity of mergers and acquisitions to introduce intelligent production equipment and systems, in its own diamond manufacturing production line and related information construction, cost control, process reengineering, etc. Optimize existing production processes and processes, improve production efficiency, strengthen product quality control, and form intelligent production systems, thereby accelerating the diversified development of listed companies' business and improving profitability and risk resistance.

2. The acquisition of assets is one of the leading companies in the intelligent manufacturing industry with high gross profit margin.

This issuance of shares to buy assets is 100% equity of Mingshi Intelligent System Co., Ltd. Mingjian Intelligent is a fast-growing enterprise in China's current industry 4.0, smart factory R&D and project implementation, in intelligent acquisition boards, data acquisition devices, manufacturing The implementation system, service operating system, big data expert system and other fields have deep technical accumulation, and its products and solutions have been applied in the fields of automobiles, auto parts, electric vehicles, warehousing, etc., and are moving to home appliances, steel, steel, education, etc. Expanded in the field, Mingjian intelligent customers include Meiling Electric, Zongshen Power, Chongqing Pingwei, Changhong Group, Baosteel Metal, China Construction Steel, Great Wall Motor, Midea Electric, Nanjing Fujitsu, Shenyang Yanfeng, Xinyangyang, Henan Mechanical and Electrical Technology College , Johnson Controls, Volkswagen Transmission, American International Auto Parts, French Faurecia, Saxophone Auto Parts, Spanish Antonglin, Intire Auto Parts, etc.

Mingjian Intelligence is one of only a few companies in the industry that can open all aspects of the intelligent core components - software - ontology manufacturing - system integration, etc., to achieve intelligent core components, software, ontology manufacturing, system integration are independent design Production, and the ability to design and transform the entire production line intelligent solutions.

In 2014, Mingmao's comprehensive gross profit margin reached 63.24%. After the completion of this transaction, Mingshang Intelligent will become a wholly-owned subsidiary of the company, which is expected to enhance the company's overall gross profit margin.

3. Strengthen the management of raised funds to ensure the standardized use of raised funds

The use and management of the raised funds of the company ensures that the use of raised funds is standardized, safe and efficient. The company has formulated and improved the management system related to the management of raised funds. In order to protect the company's standardization and effective use of raised funds, after the funds raised in this transaction are in place, the company will store special funds for the funds raised, and cooperate with the supervision banks and independent financial consultants to check and supervise the use of raised funds to ensure the reasonable use of the raised funds. Reasonably guard against the risk of using funds raised.

4. Reduce the company's financial expenses and improve profitability

The company intends to use the funds raised by this non-public offering to supplement the working capital to further improve the company's asset structure and financial status. The company will make full use of the funds to support the company's daily operations, maximize the efficiency of capital use, and reduce financial expenses. To enhance the company's profitability.

5. Strictly implement the cash dividend policy

In order to improve the company's profit distribution policy, promote the company to establish a scientific and reasonable profit distribution and decision-making mechanism, and better safeguard the interests of shareholders and investors, the company has followed the "Company Law" and "Notice on Further Implementing the Cash Dividends of Listed Companies" 》, “Listed Companies’ Regulatory Guidelines No. 3 – Listed Companies Cash Dividends” and other laws and regulations and regulatory documents have formulated a profit distribution policy, which is clarified in the “Articles of Association” and established a continuous, stable, and Scientific return planning and mechanism, making institutional arrangements for profit distribution, and ensuring the continuity and stability of profit distribution policies.

Henan Huanghe Cyclone Co., Ltd.

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