Stock Code: 002735 stock abbreviation: Shenzhen Prince New Materials Co.Ltd(002735) Announcement No.: 2022-014 Shenzhen Prince New Materials Co.Ltd(002735)
Announcement on equity transfer 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.
Shenzhen Prince New Materials Co.Ltd(002735) (hereinafter referred to as “the company”) held the 31st meeting of the Fourth Board of directors on January 27, 2022, deliberated and passed the proposal on equity transfer of subsidiaries, as follows:
1、 Transaction overview
Liu Huaijian, a shareholder of Jiangsu Baiyu packaging materials technology Co., Ltd. (hereinafter referred to as “Jiangsu Baiyu”), a secondary holding subsidiary of Shenzhen Prince New Materials Co.Ltd(002735) (hereinafter referred to as “the company”), intends to sign an equity transfer agreement with Horgos Prince Venture Capital Co., Ltd. (hereinafter referred to as “Prince venture capital”), a holding subsidiary of the company, Transfer its 13.33% equity of Jiangsu Baiyu to Prince venture capital for 750000 yuan, and other shareholders give up the preemptive right. After the completion of the above equity transfer, Jiangsu Baiyu is still a secondary holding subsidiary of the company. At the same time, the management is authorized to handle matters related to this investment.
According to relevant laws and regulations, normative documents, articles of association and other company systems, this investment belongs to the decision-making authority of the board of directors of the company and does not need to be submitted to the general meeting of shareholders for deliberation. This foreign investment does not constitute a related party transaction, nor does it constitute a major asset reorganization.
2、 Basic information of main participants
(I) basic information of Transferor
1. Liu Huaijian
Type of ID card: pass for Taiwan residents to and from the mainland
ID number: 05330***
Address: Yuanzhong Road, Nanzi District, Kaohsiung, Taiwan
Liu Huaijian has no relationship with the company, nor is he the person who has broken his promise.
(II) basic information of the transferee
1. Company name: Prince Horgos Venture Capital Co., Ltd
2. Unified social credit Code: 91654004ma77peac2y
3. Type: limited liability company (sole proprietorship of legal person invested or controlled by natural person)
4. Address: room b-414-121, incubation building, innovation and entrepreneurship Park, No. 1, Kaiyuan Road, BINGTUAN District, Horgos Economic Development Zone, Ili Prefecture, Xinjiang
5. Legal representative: Cheng Gang
6. Registered capital: RMB 30 million
7. Date of establishment: October 30, 2017
8. Business scope: venture capital business; Acting for other venture capital enterprises and other institutions or individuals in venture capital business; Venture capital consulting business; Provide entrepreneurship management services for start-ups; Participate in the establishment of venture capital enterprises and venture capital management consulting institutions. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
10. Prince venture capital is a holding subsidiary of the company and is not a dishonest executee.
3、 Information of the target company
(I) basic information of the target company
1. Company name: Jiangsu Baiyu packaging material technology Co., Ltd
2. Unified social credit Code: 91320594ma1q2xjy2j
3. Type: limited liability company (foreign investment, non sole proprietorship)
4. Address: the second floor of Building 8 in the plant area, No. 58, Chenghu Road, Kunshan Development Zone, Jiangsu Province
5. Legal representative: Cheng Gang
6. Registered capital: RMB 15 million
7. Date of establishment: August 14, 2017
8. Business term: from August 14, 2017 to no fixed term
9. Business scope: R & D, production and sales: packaging materials, anti-static products, electronic products, hardware, electromechanical, molds and plastic products; Engage in the import and export business of the above commodities and technologies. (for projects subject to approval according to law, business activities can be carried out only after the approval of relevant departments) general projects: non residential real estate leasing; Property management (except for projects subject to approval according to law, business activities shall be carried out independently according to law with business license). 10. Jiangsu Baiyu is a holding subsidiary of the company and is not a dishonest executee.
（2） Main financial data of the latest year
Unit: RMB
Project December 31, 2020 (audited) December 31, 2021 (Unaudited)
Total assets 6124459.32 6714659.20
Total liabilities 3777990.49 5196233.26
Net assets 2346468.83 1518425.94
Project 2020 (audited) 2021 (Unaudited)
Operating income 1748689.97 1774849.03
Operating profit -2016173.09 -1628044.55
Net profit -2016173.09 -1628042.89
(III) equity ownership
Jiangsu Baiyu’s equity ownership is clear, there is no pledge or other third-party rights, and there is no major dispute
For litigation or arbitration matters, there are no judicial measures such as seizure and freezing, and there are no other circumstances that hinder the transfer of ownership
Situation.
(IV) equity situation before and after this equity transfer
Unit: RMB 10000
Before and after equity transfer
Shareholders’ subscribed capital and shareholding ratio paid in capital contribution subscribed capital and shareholding ratio paid in capital contribution example amount
Prince venture capital 1260 84% 780 1460 97.33% 930
Liu Huaijian 200 13.33% 150 //
Shanghai Longyou information technology development 40 2.67% 40 2.67% 40 Exhibition Center (limited partnership)
Total 1500 100% 970 1500 100% 970
The capital subscribed by Prince venture capital comes from its own funds.
(V) pricing basis
After negotiation by all parties to the transaction, Liu Huaijian agreed to transfer 13.33% of Jiangsu Baiyu at the price of 750000 yuan
Equity to Prince venture capital.
4、 Main contents of equity transfer agreement
Party A: Liu Huaijian
Party B: Prince Horgos Venture Capital Co., Ltd
(I) Party A agrees to transfer Jiangsu Baiyu packaging materials technology Co., Ltd. at the price of 750000 yuan
13.33% equity to Party B, with a total subscription of 2 million yuan (paid in 1.5 million yuan)
The interest is transferred together with the obligation.
(II) Party B agrees to accept the Jiangsu Baiyu packaging materials department held by Party A at the price of 750000 yuan
Technology Co., Ltd. has 13.33% equity and agrees to accept the corresponding rights and obligations.
(III) Party B shall, within 5 working days from the date when the above equity is registered in the name of Party B, pay the equity transfer in cash
It shall be delivered directly to Party A in cash at one time.
（4） This Agreement shall come into force as of the date of signature (seal) by both parties.
5、 Purpose of this transaction and its impact on the company
This equity transfer does not involve changes in the scope of consolidated statements. After this change, the company continues to expand the indirect holding proportion of Jiangsu Baiyu, adjust and optimize the equity structure of its subsidiaries, and become a supplier of semiconductor packaging materials with pure Chinese background, which is conducive to the development of semiconductor business, improve the company’s performance and improve the asset quality of listed companies, so as to better implement the company’s strategic layout.
The equity transfer strictly follows the principles of fairness, impartiality, fairness, voluntariness and integrity, and there is no damage to the interests of the company and its shareholders. This matter still needs the approval of the administrative department for Industry and commerce. In the future, Jiangsu Baiyu’s operation and performance may face risks in economic environment, industry cycle, operation management and internal control. The company will prevent and control the above possible risks by adopting positive business strategies, effective internal control mechanism and management system.
6、 Documents for future reference
1. Resolutions of the 31st meeting of the 4th board of directors of the company;
2. Equity transfer agreement.
It is hereby announced.
Shenzhen Prince New Materials Co.Ltd(002735) board of directors January 27, 2022
