Dawn Holdings announced the asset restructuring plan for the acquisition of Dawn Titanium through the issuance of shares and payment of cash

On November 11, Dawn Holdings released its asset restructuring plan for acquiring Dawn Titanium. Dawn Holdings will acquire 100% of Dawn Titanium's shares and raise matching funds by issuing shares and paying cash. Dawn Holdings' announcement shows that the price of shares issued in this transaction is 8.37 yuan per share. The number of shares issued and the specific transaction price have not yet been determined, and will ultimately be determined through negotiation based on the audit and evaluation results. Dawn Holdings intends to issue shares to no more than 35 qualified specific investors by inquiry to raise matching funds. The total amount of matching funds raised shall not exceed 100% of the transaction price of the shares issued to purchase assets in this transaction, and the number of shares issued shall not exceed 30% of the total share capital of the listed company after the issuance of shares and payment of cash to purchase assets are completed. The funds raised this time will be used for the construction of Dawn Titanium's 100,000 tons/year co-production titanium dioxide green production project, payment of the cash consideration for this transaction, replenishment of working capital or repayment of debts, etc. The proportion used to replenish working capital or repay debts shall not exceed 25% of the transaction price or 50% of the total amount of matching funds raised.

The controlling shareholders of Dawn Shares and Dawn Titanium are both Dawn Group, and the actual controllers are Yu Xiaoning and Han Limei. Dawn Group is wholly owned by Yu Xiaoning and Han Limei. Dawn Shares, as the main body of the listed company, is held by Dawn Group and Han Limei with a total shareholding of 60.72%, and Dawn Titanium is held by Dawn Group with a shareholding of more than 94.86%. The controlling shareholder and actual controller of Dawn Titanium will not change, and this transaction will not lead to a change in the company's control. Dawn Group is wholly owned by Yu Xiaoning and Han Limei.

The Dawn Titanium plans to make an investment of 1.019 billion yuan for a new co-production titanium dioxide project that will produce 100,000 tons annually. The project will be established at the Dawn Titanium plant, adjacent to the Longkou New Materials and New Trends Industrial Park. The project entails a 100,000 tons/year rutile titanium crude production line, 100,000 tons/year fine product line (equivalent to titanium dioxide), and 135,000 tons/year waste acid filtering and concentrating production line. It will bring Dawn Titanium to producing 100,000 tons of raw rutile titanium dioxide, 115,000 tons of fine product output, and establish an operation to produce 340,000 tons/year of ferrous sulfate heptahydrate. It can be seen that, according to the planned investment project, the total investment in this project is to be 1.019 billion yuan, with an estimated after-tax internal rate of return of 28.75%, while the net present value being at 959.22 million yuan.