Liaoning Fu-An Heavy Industry Co.,Ltd (SHSE:603315) entered into an equity acquisition intention agreement to acquire Tianquan Fu-an Carbon Material Technology Co., Ltd from Fuan Holding Co., Ltd, Li Shijun, Li Xiaopeng, Li Xiaofei, Wei Fujun, Wei bang for approximately CNY 4 billion on April 29, 2022. Liaoning Fu is planning to issue shares and pay cash to purchase Tianquan Fu-an Carbon. Liaoning Fu-An Heavy intends to raise supporting funds from no more than 35 specific investors by non-public offering of shares. Shares susbcribed in the transaction will have a lock up period of 36 months from the date of completion. As of December 31, 2022 Tianquan Fu-an Carbon Material Technology Co., Ltd reported total assets and total common equity of CNY 467.145 million and CNY 230.9678 million and Total revenues of CNY 245.3698 million and EBIT of CNY 70.5218 million and Net Income of CNY 60.09 million respectively. Liaoning Fu-An Heavy Industry Co.,Ltd has already received approvals from Sellers’ Internal Decision-Making Institutions and Approvals of the 16th and 18th Meetings of the Company’s 4th Directorate. The transaction is subject to regulatory board/committee. The transaction is subject to approval from acquirer shareholders. As of August 8, 2022 Liaoning Fu-An Heavy Industry Co.,Ltd shareholders approved the deal. On November 3, 2022, the China Securities Regulatory Commission reviewed and decided not to approve the acquisition of assets through the issuance of shares and cash and raising of supporting funds. Use of proceeds from the acquisition will be to supplement working capital and cash consideration for the acquisition. As on January 29, 2023, the transaction has been approved by the Board of Liaoning Fu-An Heavy Industry. As of January 29, 2023, Liaoning Fu-An Heavy Industry Co.,Ltd (SHSE:603315) will issue 113.87 million shares and pay CNY 345 million in cash. As of March 27, 2023, Liaoning Fu-An Heavy Industry Co.,Ltd shareholders approved the transaction. As of March 28, 2023, Fuan Holding Co., Ltd will sell 40% stake and receive CNY 900 million, Li Shijun will sell 20% stake and receive CNY 450 million, Li Xiaopeng will sell 4.5% stake and receive CNY 101.25 million, Li Xiaofei will sell 4.5% stake and receive CNY 101.25 million, Wei Fujun will sell 18% stake and receive CNY 405 million and Wei Bang will sell 13% stake and receive CNY 292.5 million.

Ruan Chunyu, Kang Bo’er, Yao Han of Haitong Securities Co., Ltd. (SHSE:600837) acted as financial advisor to Liaoning Fu-An Heavy Industry Co.,Ltd. Chen Gang, Qiao Wenjun, Meng Roulei of Zhong Lun Law Firm acted as legal advisor to Liaoning Fu-An Heavy Industry Co.,Ltd. Feng Wanqi, Shao Jianke of BDO China SHU LUN PAN Certified Public Accountants LLP acted as accountant to Liaoning Fu-An Heavy Industry Co.,Ltd.

Liaoning Fu-An Heavy Industry Co.,Ltd (SHSE:603315) cancelled the acquisition of Tianquan Fu-an Carbon Material Technology Co., Ltd from Fuan Holding Co., Ltd, Li Shijun, Li Xiaopeng, Li Xiaofei, Wei Fujun, Wei bang on June 29, 2023.