Securities code: 002008 securities abbreviation: Han'S Laser Technology Industry Group Co.Ltd(002008) Announcement No.: 2022012 Han'S Laser Technology Industry Group Co.Ltd(002008)
Announcement on adjustment of equity incentive scheme and related party transactions of subsidiaries
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 equity incentive scheme adjustment and related party transactions of subsidiaries
1. 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") deliberated and adopted the proposal on the implementation of equity incentive and related party transactions for capital and share increase of Shenzhen Han's photovoltaic equipment Co., Ltd. at the 45th meeting of the sixth board of directors held on April 7, 2021, and agreed with Yin Jiangang, deputy general manager of the company Han's photovoltaic employee stock ownership platform Shenzhen Jingchen investment enterprise (limited partnership) (hereinafter referred to as "Jingchen investment") increased the capital of its subsidiary Shenzhen Han's photovoltaic equipment Co., Ltd. (hereinafter referred to as "Han's photovoltaic"). For details, please refer to cninfo.com, the designated information disclosure media, on April 8, 2021（ http://www.cn.info.com.cn. ）And the Han'S Laser Technology Industry Group Co.Ltd(002008) announcement on the implementation of equity incentive and related party transactions for capital and share increase of subsidiaries (Announcement No.: 2021029) disclosed by the securities times, China Securities News and Shanghai Securities News.
Up to now, the above incentive scheme has not been implemented. Due to the adjustment of the company's business structure, major changes have taken place in the main person in charge and core team of the company's special equipment business in the photovoltaic industry. After friendly negotiation between all parties, the company plans to sign the employee equity incentive agreement with Yin Jiangang, Jingchen investment and Shenzhen ethnic foreign exchange earning talent investment partnership (limited partnership) (hereinafter referred to as "ethnic foreign exchange earning talent"), Adjust the Han's photovoltaic incentive scheme, as follows:
(1) The capital increase agreement and employee equity incentive agreement signed by the company with Yin Jiangang and Jingchen investment in 2021 are completely invalid and will not be implemented.
(2) The company plans to transfer 5% equity of Han's PV to Zu chuanghuicai with RMB 3 million. Zu chuanghuicai sets up an employee stock ownership platform for Ning Yanhua, the new head of the company's special equipment business in the PV industry, and his team. At the same time, it is agreed that if Han's PV achieves its business objectives and meets the assessment from 2022 to 2025, the company agrees to transfer the equity of Han's PV to Han's PV at the following price and proportion, with a total of no more than 15%, as follows:
Year 2022 2023 2024 2025
Sales (including tax / 10000 yuan) 40000 60000 100000 150000
Net profit (10000 yuan) 100 2000 8000 12000
Equity transfer ratio 1% 4% 5% 5%
Transfer price (10000 yuan) 60 400 800 1400
Note: the business objectives of each year include sales and net profit, which must meet the standards.
2. In view of the fact that Ning Yanhua, the deputy general manager of the company, holds only 21.3267% of the share of ethnic foreign exchange earning in this transaction, and he 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 the adjustment of equity incentive scheme 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's photovoltaic equipment Co., Ltd
Registered capital: RMB 60 million
Registered address: 101, building 6, Wanyan Industrial Zone, Qiaotou community, Fuhai street, Bao'an District, Shenzhen
Enterprise type: limited liability company
Legal representative: Yin Jiangang
Business scope: general business items are: Cecep Solar Energy Co.Ltd(000591) industry equipment R & D, sales and technical services of related products; Import and export of goods and technology. (except for the items prohibited by laws, administrative regulations and the decision of the State Council, the restricted items can be operated only after obtaining a license). The licensed items are: Cecep Solar Energy Co.Ltd(000591) industrial equipment production.
2. Equity structure before and after the transaction
(1) Pre transaction equity structure
Name of shareholder shareholding ratio
Han'S Laser Technology Industry Group Co.Ltd(002008) 100%
(2) Post transaction equity structure
Name of shareholder shareholding ratio
Han'S Laser Technology Industry Group Co.Ltd(002008) 95%
Only 5% of the family earn foreign exchange
Main financial data of the last year:
Unit: 10000 yuan
Project 2021
business income
13,422.38
Net profit
-1,578.57
total assets
25,851.46
Net assets
3,893.35
3. Pricing basis of transaction
The pricing of this transaction is based on the registered capital of Han's photovoltaic, which is determined by both parties through friendly negotiation.
After verification, Han's PV, the subject of the transaction, is not a dishonest person to be executed.
3、 Basic information of counterparty
Company name: Shenzhen ethnic foreign exchange earning talent investment partnership (limited partnership)
Registered capital: RMB 3 million
Registered address: 301, building 4, Chongqing Road Han'S Laser Technology Industry Group Co.Ltd(002008) Industrial Park, Zhancheng community, Fuhai street, Bao'an District, Shenzhen
Enterprise type: limited partnership
Executive partner: Shenzhen Zuxing HuiFu Investment Consulting Co., Ltd
Business scope: general business items are: investment and establishment of industries (specific items will be reported separately); Investment consulting; Enterprise management services. (for projects that must be approved according to law, business activities can be carried out only with the approval of relevant departments). The licensed business projects are: none
Name of partner and proportion of capital contribution
Ning Yanhua 21.3267%
Wang Junchao and other 41 people 78.6666%
Shenzhen Zuxing HuiFu Investment Consulting Co., Ltd. 0.0067%
Note: among the partners, Ning Yan is the deputy general manager of Huawei and an associated natural person. Others are Han's photovoltaic core technology and management personnel.
The employee stock ownership platform set up for Ning Yanhua, the new head of Han's PV and his team, has no actual business operation. After verification, it is not the dishonest person who earns foreign exchange.
4、 Main contents of the transaction agreement
1. Subject matter of transaction
Target company: Han's photovoltaic
Party A: Han'S Laser Technology Industry Group Co.Ltd(002008)
Party B: Yin Jiangang
Party C: Shenzhen Jingchen investment enterprise (limited partnership)
Party D: Shenzhen ethnic foreign exchange earning talent investment partnership (limited partnership)
2. Equity transfer, working capital and equity incentive
(1) Cancellation of old equity incentive agreement
Party A, Party B and Party C agree that the old equity incentive agreement signed in 2021 will be completely invalidated and will not be implemented.
(2) Equity transfer
Party A agrees to transfer 5% of the equity of the target company to Party D with RMB 3 million. Party A and Party D shall sign the equity transfer agreement and go through the registration formalities with the administrative department for Industry and commerce within 30 days after the effectiveness of this agreement.
(3) Working capital
On the premise that the registered capital is paid in full, the target company receives batch orders from customers and the company's capital is not enough to meet the company's operation requirements. After the target company applies to Party A, Party A can provide working capital loan support to the company, and the target company shall return the loan to Party A within the agreed period.
(4) Equity incentive
If Han's PV achieves the following annual business objectives (both sales and net profit) from 2022 to 2025, and the industrial monitoring and evaluation score in this assessment year is not less than 60 points, Party A agrees to pay the following price (if the target company increases its capital from 2022 to 2025, the transfer price in the form shall add the amount multiplied by the total capital increase of the target company during the period and the proportion of equity transfer in that period.) And transfer the equity of the target company to Party D in proportion, with a total of no more than 15%, as follows:
Year 2022 2023 2024 2025
Sales (including tax / 10000 yuan) 40000 60000 100000 150000
Net profit (10000 yuan) 100 2000 8000 12000
Equity transfer ratio 1% 4% 5% 5%
Transfer price (10000 yuan) 60 400 800 1400
The net profit includes software tax rebate and equity incentive cost to be accrued according to the accounting standards. It is calculated based on the lower one before and after deducting non recurring profits and losses, based on the audit report issued by the audit institution with securities qualification hired by Party A, and implemented within one natural month after the annual audit report issued by the professional audit institution.
During the performance commitment period, the equity purchase rights of Party D in each period are only valid for the current period and are not calculated cumulatively, that is, the promised performance objectives are achieved in the current period, and only the corresponding equity purchase rights of the current period are realized. If they are not achieved in the current period, the corresponding equity purchase rights of the current period will be invalidated. 3. Business scope of the target company
Party d promises that the target company is mainly engaged in the development and operation of relevant equipment in the photovoltaic industry and will not operate products or services similar to other business divisions or subsidiaries of Party A; The operation business of the target company beyond the business scope shall be approved in writing by Party A. party d promises to unconditionally accept the coordination or adjustment of the business scope of the target company by Party A. otherwise, the business profits not approved by Party A will not be included in the profit accounting of the target company promised above. At the same time, Party A has the right to terminate this agreement, And buy back the equity of the target company held by Party D according to the actual capital contribution cost of Party D.
4. Terms of competition and terms of service
After the employees participating in Party D's employee stock ownership platform directly or indirectly hold the equity of the target company through capital increase and purchase, in case of resignation, the incentive object shall transfer all the equity of Han's photovoltaic company directly or indirectly held to Party A or the undertaking party designated by Party A.
5. Tax burden
Party A, Party B, Party C and Party D shall bear the relevant expenses incurred in the process of this equity transfer and subsequent equity transfer (such as notarization, evaluation or audit, industrial and commercial change registration, etc.).
6. Liability for breach of contract
Once this Agreement comes into force, Party A, Party B, Party C and Party D must consciously perform it. If either party fails to fully perform its obligations in accordance with the provisions of the agreement, it shall be liable in accordance with the law and the provisions of this agreement.
7. Dispute resolution
Any dispute arising from or in connection with this Agreement shall be settled through friendly negotiation. If the negotiation fails, either party may bring a lawsuit to the people's court with jurisdiction where the target company is located.
8. Effective conditions
This Agreement shall come into force after being signed and sealed by Party A, Party B, Party C and Party D and the target company.
5、 Purpose and impact of equity incentive scheme adjustment and related party transactions of subsidiaries on the company
The purpose of adjusting the equity incentive scheme of subsidiaries is to optimize the operation and management structure of Han's photovoltaic, improve its profitability, enhance market competitiveness, and further establish and improve the company and Han's
