Securities Code: 300285
Securities Abbreviation: Guoci Materials
Announcement No.: 2026-054
Shandong Guoci Functional Materials Co., Ltd.
Announcement Regarding Subsidiary's Application for SDI Project Loan and Company's Guarantee for Loan and Hedging Margin
The Company and all members of the Board of Directors guarantee that the content of this disclosure is true, accurate, and complete, and that there are no false records, misleading statements, or major omissions.
Shandong Guoci Functional Materials Co., Ltd. (hereinafter referred to as the "Company") held the eighth meeting of the sixth Board of Directors on February 27, 2026, and reviewed and approved the "Proposal on the Company's Acquisition of 100% Equity of an Australian Company." The Company intends to acquire 100.00% of the equity of Australia-listed company SDI Limited and its subsidiaries (hereinafter referred to as "SDI" or "Target Company") at a price of AUD 1.40 per share using its own funds or self-raised funds. In accordance with the Company's cash flow arrangements and the actual progress of the project, the Company has decided that its wholly-owned subsidiary, InnoXvest PTY. LTD, will apply to the bank for an SDI project loan and a hedging credit line. The Company will provide a joint and several liability guarantee for the loan and the hedging margin. The relevant matters are hereby announced as follows:
I. Overview of Specifics
- According to the "Scheme Implementation Deed" signed by the Company and SDI, the Company will acquire 100.00% of SDI's equity at a price of AUD 1.40 per share using its own funds or self-raised funds. On May 11, 2026, the Company obtained the "Private and confidential" issued by China Merchants Bank Co., Ltd. Shenzhen Branch, with the following details:
(1) Credit line: A term loan facility of no more than RMB 600 million, with the loan accounting for no more than 70% of the total transaction amount.
(2) Purpose: To pay for the transaction, fees, costs, and expenses of this acquisition of SDI.
(3) Guarantor: Parent company
(4) Term: ① The earlier of the date the acquisition plan becomes invalid, is withdrawn, or is terminated in any other way; ② Within 12 months from the date of signing.
(5) Loan term: 60 months
- The Company and its wholly-owned subsidiary intend to sign the "Merger and Acquisition Loan Agreement," "Credit Agreement," and the "Irrevocable Standby Letter of Guarantee" (maximum amount) with China Merchants Bank Co., Ltd. Shenzhen Branch, or its Shenzhen Branch. InnoXvest PTY. LTD, the Company's wholly-owned subsidiary, will apply to China Merchants Bank for an SDI project merger and acquisition loan and a hedging credit line based on actual funding needs. The Company will provide a joint and several liability guarantee for the total loan amount of no more than RMB 600 million and the hedging margin of no more than RMB 100 million.
According to the "GEM Stock Listing Rules of the Shenzhen Stock Exchange," "GEM Listed Company Standardized Operation Guidelines No. 2," and other regulations, the loan amount for this acquisition falls within the approval authority of the Company's Board of Directors, and does not require submission to the Company's shareholders' meeting for review. The guarantee matter falls under the scope of the Board of Directors' approval authority for external guarantees for wholly-owned subsidiaries, and is exempt from submission to the shareholders' meeting for review.
II. Basic Information of the Guaranteed Party/Borrower
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Name of the Guaranteed Party/Borrower: InnoXvest PTY. LTD
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Date of Establishment: April 16, 2026
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Registered Capital: AUD 1,000
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Registered Address: New South Wales, Australia
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Main Business: Research, development, production, and marketing of dental restorative materials.
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Equity Structure
[Chart: Equity structure of Shandong Guoci Functional Materials]