Securities code: 002121 securities abbreviation: Shenzhen Clou Electronics Co.Ltd(002121) Announcement No.: 2022008 Shenzhen Clou Electronics Co.Ltd(002121)
Announcement on the listing and transfer of 65% equity of Shenzhen Xinlong Electronic Technology Co., Ltd., a wholly-owned subsidiary
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and there are no false records, misleading statements or major omissions.
1、 Transaction overview
Shenzhen Clou Electronics Co.Ltd(002121) (hereinafter referred to as “the company”) intends to transfer 65% of the equity of Shenzhen Xinlong Electronic Technology Co., Ltd. (hereinafter referred to as “Xinlong Electronics”). Based on the appraisal report and audit report issued by the asset appraisal institution and professional audit institution as the pricing reference, the listing base price of 65% equity of Xinlong electronics in the property right trading institution is RMB 51.35 million, and the specific transaction price will be determined according to the results of public listing and bidding.
The 11th (Interim) meeting of the 8th board of directors of the company deliberated and adopted the proposal on listing and transferring 65% equity of Shenzhen Xinlong Electronic Technology Co., Ltd., a wholly-owned subsidiary, with 9 affirmative votes, 0 negative votes and 0 abstention, And authorize the company’s management to handle matters related to this equity transfer (including but not limited to handling transfer listing procedures, negotiating with counterparties, signing relevant agreements, etc.). This matter is within the scope of the deliberation authority of the board of directors of the company and does not need to be submitted to the general meeting of shareholders of the company for deliberation.
As the transfer method of this equity transfer is public listing in the property rights trading institution, the final counterparty is uncertain, and it is impossible to judge whether it constitutes a connected transaction at present. For example, the transferee determined by the public listing procedure is an affiliated party of the company, The company will perform relevant review procedures and information disclosure obligations in accordance with the stock listing rules of Shenzhen Stock Exchange and the articles of association. This transaction does not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies.
2、 Basic information of counterparty
The equity transfer of the company will be conducted in the form of public listing transfer in the property right trading institution. The transferee has not been determined, and the situation of the counterparty will be subject to the final transferee.
3、 Basic information of transaction object
Company name: Shenzhen Xinlong Electronic Technology Co., Ltd
Date of establishment: April 1, 2009
Registered capital: 50 million yuan
Legal representative: Nie Zhiyong
Registered address: 21 / F, block a, Kelu building, Baoshen Road, Science Park, Xili street, Nanshan District, Shenzhen
Business scope: general business items are: technical development, technical consultation, technical service and sales of electronic products and related software; Information system design, integration, operation and maintenance; Integrated circuit design; Scientific and technological information consultation; Engineering technical consultation; Power engineering commissioning and maintenance services; Mechanical equipment leasing; Operate import and export business; R & D and sales of electric energy meters, power measuring instruments, relay protection devices, mutual inductors, high-voltage meters, digital electric energy meters and handheld meter readers; Technology development, design and sales of integrated circuit chips (those that need to be approved according to laws, administrative regulations, decisions of the State Council and other regulations can be operated only after obtaining relevant approval documents according to law). The licensed business items are: the production of electronic products and related software; Construction of construction works.
Equity structure: the company holds 100% equity of Shenzhen Xinlong Electronic Technology Co., Ltd.
Main financial data:
As of December 31, 2020, Xinlong electronics had total assets of 147643554.66 yuan, total liabilities of 57247613.91 yuan and net assets of 90395940.75 yuan; In 2020, the operating income will be 73346813.63 yuan, the operating profit will be 3915648.04 yuan and the net profit will be 7819091.99 yuan. (audited)
As of September 30, 2021, Xinlong electronics has total assets of 133616468.41 yuan, total liabilities of 59046064.10 yuan and net assets of 74570404.31 yuan; From January to September 2021, the operating income was 9610758.22 yuan, the operating profit was -1265306.92 yuan and the net profit was -825536.44 yuan. (Unaudited)
Assessment:
According to the asset appraisal report on the appraisal project of the value of all shareholders’ equity of Shenzhen Xinlong Electronic Technology Co., Ltd. involved in the Shenzhen Clou Electronics Co.Ltd(002121) equity to be transferred issued by Beijing Zhonglin Asset Appraisal Co., Ltd., the book value of all shareholders’ equity of Shenzhen Xinlong Electronic Technology Co., Ltd. on the benchmark date of June 30, 2021 is 69.4334 million yuan by using the asset-based method, The assessed value is 75.7867 million yuan and the added value is 6.3533 million yuan.
Other relevant information:
After the equity transfer is completed, Xinlong Electronics will no longer be included in the scope of the company’s consolidated statements. As of September 30, 2021, the current balance of Xinlong electronic receivable company and its subsidiaries was 48.8259 million yuan.
As of the date of this announcement, the company has not provided guarantee for Xinlong electronic and has not entrusted Xinlong electronic financial management; The equity of Xinlong electronics is not pledged. After inquiry on the website of the Supreme People’s court, Xinlong electronics is not the person subject to execution for dishonesty. 4、 Main contents of the transaction agreement
As this equity transfer is a public listing transfer in the property rights trading institution, the transaction agreement will be signed after the transferee is determined, and the counterparty, transaction price, payment method, delivery time and other contents cannot be determined at present.
5、 Other arrangements involving equity listing and transfer
This equity transfer does not involve personnel resettlement, land leasing, debt restructuring, or other arrangements such as equity transfer of listed companies or senior personnel change plans.
6、 Purpose of this equity listing transfer and its impact on the company
Xinlong electronics is a high-tech enterprise producing carrier chips. In order to better layout the upstream and downstream of the industrial chain, the company acquired 100% equity of Xinlong electronics in 2015. Due to the gradual upgrading of communication module products and the gradual adoption of broadband communication technology, the national Power Grid Corp has also adjusted the relevant policies after the upgrading of the product technology, resulting in dramatic changes in the market competition pattern of carrier products, and intensified competition in the industry. Moreover, the founding members of the core electronics group have also been leaving, leading to a sharp decline in the share of the core electronics market. The operating income is significantly reduced compared with that before the acquisition. At present, its operation status has been unable to realize the strategic significance of the company’s original industrial chain layout. The company’s listing and transfer of 65% equity of Xinlong electronics aims to introduce powerful new shareholders to empower the development of Xinlong electronics, promote the operation of Xinlong electronics to embark on a benign development track as soon as possible, re realize the coordinated development of Xinlong electronics and the company’s business, improve the operation efficiency of the company’s assets and maximize the overall interests of the company. This listing and transfer will not have a significant impact on the normal production and operation of the company, which is in line with the interests of all shareholders and the company.
7、 Opinions of independent directors
The company’s listing and transfer of 65% equity of Shenzhen Xinlong Electronic Technology Co., Ltd., a wholly-owned subsidiary, aims to introduce powerful new shareholders to empower the development of Xinlong electronics, promote the operation of Xinlong electronics to embark on a benign development track as soon as possible, re realize the coordinated development of Xinlong electronics and the company’s business, improve the operation efficiency of the company’s assets and maximize the overall interests of the company.
This listing transfer will not have a significant impact on the normal production and operation of the company, which is in line with the interests of all shareholders and the company. The relevant deliberation and decision-making procedures are legal and effective, and there is no situation that damages the interests of the company and all shareholders. Therefore, we agree to transfer 65% equity of Shenzhen Xinlong Electronic Technology Co., Ltd., a wholly-owned subsidiary. 8、 Risk tips
This equity transfer will be carried out in the form of public listing transfer in the property right trading institution. The counterparty is not clear, the transaction result is uncertain, and there is a risk of failure to complete the transaction. The company will fulfill the obligation of information disclosure in time according to the transaction progress. Please pay attention to the investment risk.
9、 Documents for future reference
1. Resolutions of the 11th (Interim) meeting of the 8th board of directors;
2. Independent opinions of independent directors;
3. Audit report of Shenzhen Xinlong Electronic Technology Co., Ltd;
4. Assets appraisal report of Shenzhen Xinlong Electronic Technology Co., Ltd.
It is hereby announced.
Shenzhen Clou Electronics Co.Ltd(002121)
Board of directors
February 7, 2002
