Securities code: 605358 securities abbreviation: Hangzhou Lion Electronics Co.Ltd(605358) Announcement No.: 2022-007
Hangzhou Lion Electronics Co.Ltd(605358)
About the signing of the agreement of Guojing (Jiaxing) Semiconductor Co., Ltd. by the holding subsidiary
Restructuring framework agreement and announcement of equity acquisition intention
The board of directors and all directors of the company guarantee that there are no false records and misleading statements in the contents of this announcement
Or major omissions, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Important content tips:
Jinruihong Microelectronics (Quzhou) Co., Ltd., the holding subsidiary of the company, signed the framework agreement on the restructuring of Guojing (Jiaxing) Semiconductor Co., Ltd. with Shanghai Kangfeng Investment Management Co., Ltd., Shanghai Zhezhong Group Co.Ltd(002346) and Jiaxing Kangjing semiconductor industry investment partnership (limited partnership). Jinruihong microelectronics is proposed to acquire 58.69% equity of Guojing semiconductor, and Jiaxing Kangjing holds 41.31% equity of Guojing semiconductor.
Significant risks and uncertainties of performance: the agreement signed this time is only a framework agreement. After the above restructuring plan is approved by their internal decision-making bodies, the parties will sign a formal equity transfer agreement according to audit, evaluation and further negotiation. There is uncertainty in the transaction. The transactions under this Agreement do not constitute related party transactions. According to the preliminary calculation of the company, the actual performance of the transactions under this Agreement may constitute a major asset reorganization specified in the administrative measures for major asset reorganization of listed companies, and the company will timely perform the obligation of information disclosure according to the progress of the transactions under this agreement. Please invest rationally and pay attention to investment risks.
1、 Overview of this transaction
On February 7, 2022, Hangzhou Lion Electronics Co.Ltd(605358) (hereinafter referred to as "the company") holding subsidiary jinruihong Microelectronics (Quzhou) Co., Ltd. (hereinafter referred to as "jinruihong microelectronics") and Shanghai Kangfeng Investment Management Co., Ltd. (hereinafter referred to as "Kangfeng investment"), Shanghai Zhezhong Group Co.Ltd(002346) (securities code: 002346, hereinafter referred to as " Shanghai Zhezhong Group Co.Ltd(002346) ") Jiaxing Kangjing semiconductor industry investment partnership (limited partnership) (hereinafter referred to as "Jiaxing Kangjing") signed the restructuring framework agreement on Guojing (Jiaxing) Semiconductor Co., Ltd. (hereinafter referred to as "agreement" and "this Agreement"). Jinruihong microelectronics is proposed to acquire 58.69% equity of Guojing semiconductor, and Jiaxing Kangjing holds 41.31% equity of Guojing semiconductor.
The transactions under this Agreement do not constitute related party transactions. According to the preliminary calculation of the company, the actual performance of the transactions under this Agreement may constitute a major asset reorganization specified in the administrative measures for major asset reorganization of listed companies, and the company will timely perform the obligation of information disclosure according to the progress of the transactions under this agreement.
The agreement signed this time is only a framework agreement. All parties will sign a formal equity transfer agreement after their internal decision-making bodies pass the above restructuring plan and according to the audit, evaluation and further negotiation. There is uncertainty in the transaction.
2、 Basic information of the counterparty
(I) Shanghai Kangfeng Investment Management Co., Ltd
1. Basic information
Company name: Shanghai Kangfeng Investment Management Co., Ltd
The registered capital is 80 million yuan
Company type: limited liability company (invested or controlled by natural person)
Unified social credit code 91310120746525399k
Legal representative: Lu Renjun
Address: Room 102, No. 1588, Huhang highway, Zhelin Town, Fengxian District, Shanghai
Date of establishment: January 21, 2003
Business scope: industrial investment, asset management, investment information consulting, business information consulting,
Electromechanical equipment, decorative materials, hardware, household appliances, metal materials, electricity
Wholesale and retail of sub products, instruments and meters, department stores, computers and accessories,
Manufacturing, processing (limited to branches), installation and maintenance of electromechanical equipment.
[projects subject to approval according to law can be carried out only after being approved by relevant departments
[camp activities]
Major shareholder Lu Renjun contributed 60%;
Jiang Lufeng contributed 40%
Related relationship Kangfeng investment has no related relationship with the company
(Ⅱ) Shanghai Zhezhong Group Co.Ltd(002346)
Company name Shanghai Zhezhong Group Co.Ltd(002346)
The registered capital is 441575416 yuan
Company type other joint stock limited company (listed)
Unified social credit code 91310000739768376e
Legal representative: Lu Renjun
Address: room 2501, building 5, No. 215, Lianhe North Road, Fengxian District, Shanghai
Date of establishment: June 4, 2002
Business scope: Sales of reinforced concrete pipe piles, square piles, segments, tongue and groove pipes, building steel structures, sound barriers, commercial concrete, wholesale and retail of building materials, foundation and foundation engineering construction, port and waterway engineering construction, industrial investment, China Trade (except special provisions), asset management, Engaged in the import and export of goods, investment and technology management. [for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments]
Major shareholders according to the third quarter report of Shanghai Zhezhong Group Co.Ltd(002346) 2021, as of September 30, 2021, shareholders holding more than Shanghai Zhezhong Group Co.Ltd(002346) 5% shares include: Shanghai Kangfeng Investment Management Co., Ltd. holds 47.57%; Lu Renjun holds 13.11%; Shanghai Guosheng Capital Management Co., Ltd. - Shanghai Guosheng Haitong equity investment fund partnership (limited partnership) holds 7.97%.
Relationship Shanghai Zhezhong Group Co.Ltd(002346) has no relationship with the company
(III) Jiaxing Kangjing semiconductor industry investment partnership (limited partnership)
Company name: Jiaxing Kangjing semiconductor industry investment partnership (limited partnership)
The registered capital is 75 million yuan
Company type: limited partnership
Unified social credit code 91330402ma2cww6q4e
Executive partner Zhejiang Financial Holding Capital Management Co., Ltd
Address: room 293, building 2, No. 3339 linggongtang Road (Jiaxing Science and technology city), Nanhu District, Jiaxing City, Zhejiang Province
Date of establishment: August 20, 2019
Business scope industrial investment. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Major shareholders and general partners:
Partnership share of Zhejiang Financial Holding Capital Management Co., Ltd. 0.0133%
Limited partners:
The partnership share of Shanghai Kangfeng Investment Management Co., Ltd. is 46.6667%
Zhejiang Jiaxing transformation and upgrading industry fund Co., Ltd. has a partnership share of 16.6667%, Jiaxing Nanhu Hongchuan Industry Fund Investment Co., Ltd. has a partnership share of 16.6667%, Zhan Yujia has a partnership share of 6.6667%
Liaoning Haitong new energy low carbon industry equity investment fund Co., Ltd. partnership share 6.0000%
The partnership share of Jiaxing Science and Technology City high tech Industry Investment Co., Ltd. is 3.3333%, and the partnership share of Lu Fengyan is 2.6533%
Partnership share of Puxin Guocheng air purification technology (Shanghai) Co., Ltd. is 1.33%
Related relationship Jiaxing Kangjing has no related relationship with the company
3、 Basic information of the subject matter of the agreement 1 Basic information
Company name: Guojing (Jiaxing) Semiconductor Co., Ltd
Registered capital: 180 million yuan
Company type: limited liability company (invested or controlled by natural person)
Unified social credit code 91330402ma2bcg149p
Legal representative: Lu Renjun
Address: room 251, building 2, No. 3339 linggongtang Road (Jiaxing Science and technology city), Nanhu District, Jiaxing City, Zhejiang Province
Date of establishment: December 12, 2018
Business scope: production and sales of semiconductor separators and special electronic materials; Technology development, technical consultation, technical service and technology transfer of electronic technology, new material technology and photoelectric technology; Road freight transportation; Engaged in import and export business. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
The main business is the production of 12 inch silicon wafers for integrated circuits
Major shareholder Kangfeng investment holds 14.25%; Jiaxing Kangjing holds 41.31%; Shanghai Zhezhong Group Co.Ltd(002346)
Shareholding 44.44%
4、 Main contents of the agreement
Parties: jinruihong Microelectronics (Quzhou) Co., Ltd., Shanghai Kangfeng Investment Management Co., Ltd., Shanghai Zhezhong Group Co.Ltd(002346) , Jiaxing Kangjing semiconductor industry investment partnership (limited partnership)
Agreement content: equity structure of Guojing semiconductor after reorganization: jinruihong Microelectronics (Quzhou) Co., Ltd. obtained 58.69% equity of Guojing semiconductor, and Jiaxing Kangjing semiconductor industry investment partnership (limited partnership) held 41.31% equity of Guojing semiconductor, Shanghai Zhezhong Group Co.Ltd(002346) The government industry support fund and other shareholders indirectly hold the equity of Guojing semiconductor through Jiaxing Kangjing semiconductor industry investment partnership (limited partnership).
After this agreement takes effect, the parties to the agreement shall, as soon as possible before February 28, 2022, adopt the above-mentioned restructuring plan through their internal decision-making bodies, and sign a formal equity transfer agreement in accordance with the provisions of relevant laws, regulations and normative documents such as the civil code of the people's Republic of China, the company law of the people's Republic of China and so on.
All parties agree to hire an accounting firm and asset evaluation institution with securities practice qualification to audit and evaluate Guojing semiconductor on the base date of December 31, 2021, and negotiate the transfer price and other matters based on the above audited and evaluated data.
This agreement is verified by Nanhu District Development and Reform Commission of Jiaxing City and comes into force as of the date of signature or seal by all parties.
5、 Impact on Listed Companies
Guojing semiconductor's main products are 12 inch silicon wafers for integrated circuits. At present, all infrastructure construction has been completed. The automatic production line for producing 12 inch silicon wafers for integrated circuits has been put into operation and is in the stage of customer introduction and product verification. If the reorganization is successfully completed, jinruihong Microelectronics will become the largest shareholder of Guojing semiconductor, and the company will obtain the control of Guojing semiconductor. The transactions of this agreement comply with the national requirements on relevant industrial integration and resource sharing, so as to achieve the goal of energy conservation and consumption reduction, reduce competition in the same industry and optimize allocation. It is in line with the company's long-term development strategy of using 12 inch silicon chips to further improve the company's position in the integrated circuit market.
Before the formal agreement is signed, the signing of this intention agreement will not have a significant impact on the company's operation and performance in 2022.
6、 Risk tips
The agreement signed this time is only a framework agreement. All parties will sign a formal equity transfer agreement after their internal decision-making bodies pass the above restructuring plan and according to the audit, evaluation and further negotiation. There is uncertainty in the transaction. The transactions under this Agreement do not constitute related party transactions. According to the preliminary calculation of the company, the transactions under this Agreement may constitute the listing agreement
