Securities code: 002008 securities abbreviation: Han’S Laser Technology Industry Group Co.Ltd(002008) Announcement No.: 2022011 Han’S Laser Technology Industry Group Co.Ltd(002008)
Announcement on the purchase of equity of subsidiaries and related party transactions
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Overview of related party transactions
1. Due to the adjustment of business structure, Ning Yanhua, deputy general manager of Han’S Laser Technology Industry Group Co.Ltd(002008) (hereinafter referred to as ” Han’S Laser Technology Industry Group Co.Ltd(002008) ” or “the company”) and some core employees are no longer responsible for precision machining equipment and machine tool automation business. The company plans to sign the equity transfer agreement of Shenzhen Han nationality Machine Tool Technology Co., Ltd. with Ning Yanhua and relevant core employees Wang Zhenhua, Huang Shuang and Wande run, Purchase 9.25% equity of Shenzhen Han’s Machine Tool Technology Co., Ltd. (hereinafter referred to as “Han’s machine tool”) with RMB 4.95 million, and other shareholders agree to waive the preemptive right.
2. In view of the fact that Ning Yanhua, deputy general manager of the company, holds 6% equity of Han’s machine tool in this transaction and is an affiliated natural person of the company, this transaction constitutes a connected transaction.
3. The ninth meeting of the seventh board of directors of the company deliberated and approved the proposal on purchasing equity of subsidiaries and related party transactions. The independent directors have issued their independent opinions approved in advance. This related party transaction need not be submitted to the general meeting of shareholders for deliberation.
4. This transaction constitutes a connected transaction, but it does not constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies, nor does it need to be approved by relevant departments.
2、 Basic information of transaction object
1. Basic information of transaction object
Company name: Shenzhen Han nationality Machine Tool Technology Co., Ltd
Registered capital: RMB 120 million
Registered address: 301, building 5, Chongqing Road Han’S Laser Technology Industry Group Co.Ltd(002008) Industrial Park, Heping community, Fuhai street, Bao’an District, Shenzhen
Enterprise type: limited liability company
Legal representative: Ning Yanhua
Business scope: the general business items are the R & D and sales of CNC drilling and tapping machines, zero machining centers, mold machining centers, lathes, gantry machining centers, glass engraving machines, engraving and milling machines, high gloss machines and other precision machining equipment and machine tool automation equipment. The licensed business items are: CNC drilling and tapping machine, zero processing center, mold processing center, lathe, gantry processing center, glass precision carving machine, carving and milling machine, high gloss machine and other series of precision processing equipment and machine tool automation equipment.
2. Equity structure before and after the transaction
(1) Before the transaction, the subscribed registered capital, actual capital contribution and shareholding ratio of each party are as follows:
Name of shareholder subscribed registered capital (10000 yuan) shareholding ratio actual contribution amount (10000 yuan)
Han’S Laser Technology Industry Group Co.Ltd(002008) 10320 86% 100
Ning Yanhua 720 6% 360
Wang Bo 420 3.5% 210
Wang Zhenhua 240 2% 60
Ni Yongjin 90 0.75% 45
Huang Shuang 90 0.75% 45
Li Qinghua 60 0.5% 30
Wanderun 60 0.5% 30
(2) After the transaction, the subscribed registered capital and shareholding ratio of each party are as follows:
Shareholder name subscribed registered capital (10000 yuan) shareholding ratio
Han’S Laser Technology Industry Group Co.Ltd(002008) 10815 95.25%
Wang Bo 420 3.5%
Ni Yongjin 90 0.75%
Li Qinghua 60 0.5%
Main financial data of the last year:
Unit: 10000 yuan
Project 2021
Operating income 7033.08
Net profit 120.68
Total assets 9684.78
Net assets 1011.08
3. Transaction pricing basis
Han’s machine tool was jointly invested and established by the company and Ning Yanhua, Wang Bo, Wang Zhenhua, Ni Yongjin, Huang Shuang, Li Qinghua and WAN Derun on February 2, 2021. The price of this transaction is based on the actual contribution amount of relevant counterparties at the time of establishment, and the price is relatively fair.
3、 Basic information of counterparty
1. Ning Yan, deputy general manager of Huawei, is an affiliated natural person of the company and has an affiliated relationship with the company.
In the past 12 months, the company and Ning Yanhua jointly invested and established Shenzhen Han’s Machine Tool Technology Co., Ltd. on February 2, 2021. Ning Yanhua subscribed 7.2 million yuan of registered capital.
2. Wang Zhenhua, Huang Shuang and WAN Derun are the core employees of the company.
After verification, Ning Yanhua, Wang Zhenhua, Huang Shuang and WAN Derun are not the persons subject to execution for dishonesty.
4、 Main contents of the transaction agreement
1. Subject matter of transaction
Han family machine tool
Transferor (Party A): Ning Yanhua
Transferor (Party B): Wang Zhenhua
Transferor (Party C): Huang Shuang
Transferor (Party D): wanderun
Transferee (party e): Han’S Laser Technology Industry Group Co.Ltd(002008)
One of the other existing shareholders: Wang Bo
Other existing shareholders: Li Qinghua
Other existing shareholders: Ni Yongjin
2. Transfer price and payment term and method of transfer money
Party A transfers its 6% equity of “Han’s machine tool” to party e at the price of RMB 3.6 million, Party B transfers its 2% equity of “Han’s machine tool” to party e at the price of RMB 600000, and Party C transfers its 0.75% equity of “Han’s machine tool” to party e at the price of RMB 450000, Party D transfers its 0.5% equity of “Han’s machine tool” to party e at the price of 300000 yuan, and party e agrees to transfer the equity of each transferor at the above price. Other existing shareholders agree to waive the preemptive right.
Party e shall, within two working days from the date of completion of the industrial and commercial change, pay the above transfer money to the parties to the transfer by bank transfer.
3. Effect of transfer
From the date of completion of the transfer under this agreement, party e enjoys the ownership and relevant rights and interests of the equity of “Han’s machine tool” transferred above, and is jointly liable for the debt of “Han’s machine tool” with other shareholders (including before the equity transfer).
4. Liability for breach of contract
(1) Once this Agreement comes into force, all parties must consciously perform it. If either party fails to fully perform its obligations in accordance with the provisions of this agreement, it shall be liable in accordance with the law and the provisions of this agreement.
(2) If party e fails to pay the transfer payment on time, it shall pay liquidated damages of 0.05% of the overdue part of the transfer payment for each overdue day.
(3) Party A, Party B, Party C, D and other existing shareholders shall actively cooperate in handling industrial and commercial change and other procedures. If the change registration cannot be handled on schedule due to the reason of one party, the breaching party shall pay liquidated damages to party e according to 10% of the equity transfer amount.
5. Tax burden
The relevant expenses incurred in the process of this property share transfer (such as notarization, evaluation or audit, change registration and other expenses) shall be borne by all parties according to law. If tax is required, the transferor shall handle tax declaration with the competent tax authority according to law.
6. Dispute resolution
Any dispute arising from the performance of this Agreement shall be settled by both parties through friendly negotiation. If the negotiation fails, a lawsuit shall be brought to the people’s Court of the place where the contract is signed, and the place where the contract is signed is Nanshan District, Shenzhen.
7. Effective conditions
This Agreement shall come into force after being signed by all parties. Each party shall go through the change registration formalities with the commercial registration authority according to law after the effectiveness of this agreement.
5、 Purpose of purchasing equity of subsidiaries and its impact on the company
The purchase of equity of the subsidiary is based on the adjustment of the company’s business structure and can meet the needs of the company’s strategic development. In the future, the incentive items will be timely arranged according to the progress of marketization and industrialization of the company’s precision machining equipment and machine tool automation business.
The capital source for the purchase of the equity of the subsidiary is the company’s own funds, which will not have an adverse impact on the company’s finance and operation, and is in line with the interests of all shareholders and the company’s long-term development strategy. The purchase of the equity of the subsidiary will not incur any expenses by referring to the actual contribution amount of the relevant counterparty at the time of establishment.
6、 Prior approval and independent opinions of independent directors
The independent directors of the company carefully reviewed the relevant materials of the above related party transactions and issued the following prior approval opinions on the matter: we believe that the company made the above related party transactions based on the adjustment of business structure and the change of relevant business core team. The review procedures and decision-making procedures comply with the provisions of relevant laws, regulations and the articles of association and the development strategy of the company, No damage will be considered by the company.
The independent directors of the company carefully reviewed the relevant materials of the above-mentioned related party transactions and expressed the following independent opinions on the matter: we believe that the company’s purchase of the equity of its subsidiaries complies with the relevant laws and regulations such as the company law, the securities law and the articles of association, and has performed the necessary approval procedures. The decision-making procedures of related party transactions are legal and compliant, The transaction complies with the principles of openness, fairness and impartiality, and there is no damage to the interests of the company and shareholders. Therefore, we agree to the company’s purchase of equity of subsidiaries and related party transactions.
7、 Documents for future reference
1. Resolution of the 9th meeting of the 7th board of directors.
2. Independent directors’ prior approval opinions and independent opinions.
3. Han’s machine tool equity transfer agreement
It is hereby announced.
Han’S Laser Technology Industry Group Co.Ltd(002008) January 28, 2022
