Securities code: 002825 securities abbreviation: Shanghai Nar Industrial Co.Ltd(002825) Announcement No.: 2022-004 Shanghai Nar Industrial Co.Ltd(002825)
Announcement on signing the equity transfer and capital increase subscription agreement and foreign investment
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.
Important content tips:
1. Brief content of the transaction: Shanghai Nar Industrial Co.Ltd(002825) (hereinafter referred to as " Shanghai Nar Industrial Co.Ltd(002825) " and "the company") acquired 46.71% of the equity of Dongguan Junhong optical materials Co., Ltd. (hereinafter referred to as "Junhong optics" and "target company") held by Yang Shifang, and subscribed 875900 yuan of the target company's newly increased registered capital, with a total transaction consideration of 38 million yuan, After the completion of the transaction, Shanghai Nar Industrial Co.Ltd(002825) holds 51% equity of the target company.
2. This transaction does not constitute a connected transaction, nor does it constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies. The amount of this transaction is 38 million yuan. According to the Listing Rules of Shenzhen Stock Exchange and the articles of association, this transaction is within the approval authority of the chairman and does not need to be submitted to the board of directors and the general meeting of shareholders for deliberation.
3. After the completion of the transaction, Junhong optics will become a holding subsidiary of the company and be included in the scope of the company's consolidated statements.
1、 Overview of foreign investment
In order to promote the business layout of the company's electronic functional film materials, the company signed the equity transfer and capital increase subscription agreement with Junhong optics and its existing shareholders Yang Shifang and Su Canjun on January 27, 2022. The company will invest in Junhong optics with its own capital of 38 million yuan by means of equity transfer and capital increase. After the investment is completed, the company will hold 51% of the equity of Junhong optics. Among them, the company transferred 46.71% of the equity of Junhong optics held by Yang Shifang with 32 million yuan (subscribed capital of 4.671 million yuan), and subscribed 875900 yuan of new registered capital of Junhong optics with 6 million yuan.
After the completion of the transaction, the company will hold 51% of the equity of Junhong optics (the subscribed capital contribution is 5.5469 million yuan), and Junhong optics will become the holding subsidiary of the company and be included in the scope of the company's consolidated statements. The equity structure of Junhong optics before and after the completion of equity transfer and capital increase is as follows:
Before and after transfer and capital increase
Name of shareholder or subscribed capital contribution subscribed capital contribution ratio of shareholder name subscribed capital contribution subscribed capital contribution ratio of name (10000 yuan) cases or name (10000 yuan) cases
Shanghai narshi
Su Canjun 532.90 53.29% Industry Co., Ltd. 554.69 51%
company
Yang Shifang 467.10 46.71%, Su Canjun 532.90 49%
Total: 1000.00 100% total: 1087.59 100%
This transaction does not involve related party transactions, nor does it constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies, and does not need to be approved by relevant departments.
The transaction amount is 38 million yuan. According to the Listing Rules of Shenzhen Stock Exchange and the articles of association, this transaction does not need to be submitted to the board of directors and the general meeting of shareholders for deliberation.
After verification, the equity transferor and the target company are not dishonest Executees, and the target company does not provide guarantee for others. In the articles of association or other documents of the subject company, there are no provisions restricting shareholders' rights other than laws and regulations, and there is no damage to the interests of the listed company.
The equity transferor and the target company have no relationship or other interest arrangement with the company, no relationship or interest arrangement with the controlling shareholder, actual controller, directors, supervisors and senior managers of the company, and no other relationship that may or has caused the company to favor its interests.
2、 Basic information of the target company
(I) industrial and commercial registration information of the subject company
Company name: Dongguan Junhong optical material Co., Ltd
Company type: limited liability company
Registered capital: 10 million yuan
Legal representative: Su Canjun
Date of establishment: October 25, 2013
Registered address: No. 10, Hengjiu Road, Dafen, Wanjiang street, Dongguan City, Guangdong Province
Unified social credit Code: 91441900081220370d
Business scope: general projects: research and development of new materials and technologies; Plastic products manufacturing; Sales of plastic products; Research and development of special electronic materials; Manufacturing of special electronic materials; Sales of electronic special materials; Manufacturing of other electronic devices; Sales of special chemical products (excluding hazardous chemicals); Sales of rubber products; Import and export of goods; Technology import and export
At present, the shareholders of Junhong optics are as follows:
Name of shareholder subscribed capital contribution (10000 yuan) proportion of subscribed capital contribution
Su Canjun 532.90 53.29%
Yang Shifang 467.10 46.71%
Total: 1000.00 100%
(II) business and operation of the subject company
The target company, established in 2013, is an advanced scientific and technological enterprise integrating production, R & D and sales of optical and electronic functional film materials.
The products are mainly used in consumer electronics, new display equipment and other fields. The main models include 3D protective film (high-end products, including hot bending film and UV adhesive film), 2D protective film and off screen fingerprint screen protective film. With advanced technology, product quality and good service, the target company has established stable cooperative relations with many well-known Chinese mobile phone brands; The new generation of products are widely used in new mobile phones such as folding screen and curved screen.
At present, the company is actively developing new products such as process protective film and release materials, and the application scenarios are constantly expanded. The shipment volume of the target company will be significantly increased, and the company has broad development prospects.
The main financial indicators of Junhong optics are as follows:
Unit: Yuan
January to December 31, 2020
Total assets 33438932.97 39015481.90
Total liabilities 29856187.28 34561011.85
Net assets 3582745.69 4454470.05
Operating income 58908275.33 48856764.82
Net profit 1488743.84 -151818.99
Note: the above financial data have not been audited.
3、 Basic information of the transferee
Yang Shifang
Address: Fenggang town, Dongguan City, Guangdong Province
ID number: 440527196509******
4、 Main contents of the transaction agreement
(I) parties to the agreement
Party A: Shanghai Nar Industrial Co.Ltd(002825)
Party B: Yang Shifang
Party C: Dongguan Junhong optical material Co., Ltd
Party D: Su Canjun
(II) transaction amount and payment method
Equity transfer amount and payment method
The company transferred 46.71% equity of Junhong optics held by Yang Shifang with RMB 32 million (subscribed capital contribution of RMB 4.671 million). Installment payment of equity transfer consideration: 30% or 9.6 million yuan shall be paid within 10 working days after the transaction agreement takes effect, 40% or 12.8 million yuan shall be paid within 10 working days after the delivery date, and 30% or 9.6 million yuan shall be paid within three months after the delivery date.
Capital increase amount and payment method
The company subscribed for 875900 yuan of new registered capital of Junhong optics with 6 million yuan. Installment payment of capital increase price: 3 million yuan will be paid within 10 working days after the transaction takes effect, and 2.2993 million yuan will be paid within three months after the delivery date. The remaining 70700 yuan will be paid in place simultaneously by Shanghai Nar Industrial Co.Ltd(002825) and Su Canjun according to the proportion of subscribed capital contribution according to the future business development needs of the target company.
After the equity transfer and capital increase, the equity structure of Junhong optics is as follows;
Name of shareholders subscribed capital contribution (10000 yuan) proportion of subscribed capital contribution
Shanghai Nar Industrial Co.Ltd(002825) 554.69 51%
Su Canjun 532.90 49%
Total: 1087.59 100%
(III) composition of the board of directors
After this transaction, the target company has a board of directors, which is composed of three directors, of which Shanghai Nar Industrial Co.Ltd(002825) has the right to nominate two, Su Canjun has the right to nominate one, and the chairman is assumed by the director nominated by Shanghai Nar Industrial Co.Ltd(002825) .
(IV) composition and arrangement of management personnel
During the performance commitment period, the general manager and legal representative of the target company shall be su Canjun, the financial director shall be appointed by Shanghai Nar Industrial Co.Ltd(002825) , and other senior managers shall be nominated by the general manager and appointed by the board of directors.
(V) performance commitment
The performance commitment period of this transaction is 2022, 2023 and 2024.
Su Canjun promised that the net profit attributable to the owner of the parent company (consolidated statements, excluding non recurring profits and losses) realized by the target company during the performance commitment period shall not be less than 8 million yuan, 12 million yuan and 20 million yuan respectively, and the cumulative amount shall not be less than 40 million yuan. If the net profit accumulated by the target company during the performance commitment period is less than 85% of the total net profit promised by Su Canjun (i.e. less than 34 million yuan), Su Canjun needs to pay certain compensation to Shanghai Nar Industrial Co.Ltd(002825) .
In each year during the performance commitment period, if the net profit realized by the target company in the current year exceeds the net profit promised by Su Canjun, and the cumulative net profit realized by the target company by the end of the current period reaches the cumulative net profit promised by Su Canjun in the same period, 30% of the excess of the net profit realized in the current year will be used as a reward to the management team of the target company.
(VI) subsequent equity acquisition
If Su Canjun completes the performance commitment, Party A will purchase part of the equity of the target company held by Su Canjun at the price and in the manner agreed in the transaction agreement.
(VII) breach clause
If a party violates any term or condition of the transaction agreement, including but not limited to the breach of the representations and warranties under the transaction agreement, it shall be deemed to constitute a breach of contract, and the non breaching party shall have the right to take one or more remedies to safeguard its rights. If the non breaching party terminates the transaction agreement due to the breach of contract of the breaching party, the breaching party shall pay liquidated damages to the non breaching party at 5% of the transaction price (the sum of equity transfer consideration and capital increase subscription price). If the liquidated damages are insufficient to make up for all losses (including direct and indirect losses) suffered by the observant party, the observant party may continue to claim against the defaulting party. If the defaulting party fails to pay all kinds of payments in full on time, it shall pay liquidated damages at the standard of 0.03% per day for each overdue day.
(VIII) effective conditions
It is applicable to the date when the agreement is signed by (or not natural) parties.
5、 Purpose, existing risks and impact on the company of foreign investment
(I) purpose of foreign investment
The company's investment in Junhong optics has promoted the business layout of the company's electronic functional film materials, which meets the requirements of national industrial policy, industrial development plan, company strategic layout and so on. After the completion of the investment, the company will deeply integrate the advantageous resources of both sides, form synergy in production technology, management and operation, capacity allocation and customer resources, further optimize the company's product structure and enhance the company's comprehensive strength. This investment meets the requirements of the company's strategic development objectives, helps to improve the company's competitiveness and sustainable profitability, and plays a positive role in the company's strategic layout.
(II) risks of foreign investment
After the completion of this investment, Junhong optics will become the holding subsidiary of the company. Its development and actual operation may face risks brought by national policies, macro-economy, market environment, industry competition and operation management ability. There is still some uncertainty about whether it can obtain the expected income. For this, the company will fully understand the risk factors, Pay close attention to the operation of Junhong optics, strengthen the establishment and operation of internal management mechanism, and actively respond to the above risks.
The company will timely perform the follow-up information disclosure obligations in strict accordance with the provisions of relevant laws and regulations
