Securities code: 300474 securities abbreviation: Changsha Jingjia Microelectronics Co.Ltd(300474) Announcement No.: 2022-005 Changsha Jingjia Microelectronics Co.Ltd(300474)
Announcement on foreign investment in the capital increase project of Shanghai everway avionics Co., Ltd
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.
Special tips:
1. This foreign investment does not constitute a connected transaction and does not belong to the major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies;
2. The amount of this foreign investment is within the authority of the board of directors and does not need to be submitted to the general meeting of shareholders for deliberation;
3. This transaction is conducted through public delisting and transfer. There is uncertainty whether the equity can be successfully delisted and transferred. Please pay attention to the investment risk.
1、 Overview of foreign investment
Shanghai AVIC avionics Co., Ltd. (hereinafter referred to as "AVIC" and "target company") is a wholly-owned subsidiary of AVIC (Shanghai) avionics Technology Co., Ltd. the target company disclosed its capital increase in Beijing Equity Exchange on December 27, 2021.
On February 9, 2022, Changsha Jingjia Microelectronics Co.Ltd(300474) (hereinafter referred to as "the company") held the seventh meeting of the Fourth Board of directors, deliberated and approved the proposal on foreign investment to participate in the capital increase project of Shanghai everway avionics Co., Ltd., and Changsha qianzhilong Micro Electronics Co., Ltd. (hereinafter referred to as "qianzhilong"), a wholly-owned subsidiary of the company, participated in the listing as an intended investor. Qianzhilong plans to increase the capital of the target company with its own capital of 67.6875 million yuan and subscribe for the new registered capital of the target company of 37.05 million yuan. After the capital increase, qianzhilong holds 28.50% of the equity of AVIC.
The capital of this foreign investment comes from the company's own funds, and the trading parties do not constitute the related parties specified in the Shenzhen Stock Exchange GEM Listing Rules, do not involve related party transactions, and do not constitute the major asset reorganization specified in the administrative measures for major asset reorganization of listed companies. The independent directors of the company agreed to the above proposal. This foreign investment does not need to be submitted to the general meeting of shareholders for deliberation.
2、 Introduction to transaction investors
(I) basic information of airborne fund
1. Name: AVIC Yuhua (Shenzhen) airborne system industry investment partnership (limited partnership) (hereinafter referred to as "airborne fund")
2. Address: 6-4020, 4th floor, building 1, Nanyou fourth industrial zone, No. 1124, Nanshan Avenue, Nanguang community, Nanshan street, Nanshan District, Shenzhen
3. Executive partner: Beijing Yuhua Fund Management Co., Ltd
4. Registered capital: 49.001 million yuan
5. Date of establishment: November 7, 2019
6. Unified social credit Code: 91440300ma5fx7tk77
7. Enterprise type: limited partnership
8. Business scope: venture capital business; Investment consulting (excluding securities and futures consulting); Investment in airborne system industry (specific projects will be reported separately); Invest and set up industries (specific projects will be reported separately). (except for the above projects that are subject to approval before registration as stipulated by laws, administrative regulations and decisions of the State Council, the restricted projects can be operated only after obtaining permission).
9. The airborne fund does not have any relationship with the company.
10. As of the disclosure date of this announcement, the equity structure of airborne fund is as follows:
Shareholder name subscribed registered capital (10000 yuan) shareholding ratio
AVIC Industry Investment Co., Ltd. 29000 59.18247%
AVIC airborne Systems Co., Ltd. 20000 40.81549%
Beijing Yuhua Fund Management Co., Ltd. 1 0.00204%
(II) basic information of Shanghai Chenfei enterprise management partnership (limited partnership)
1. Name: Shanghai Chenfei enterprise management partnership (limited partnership) (the basic information of the enterprise shall be subject to the content finally approved and registered by the Administration for Industry and Commerce)
2. Address: No. 6, Lane 38, Caoli Road, Fengjing town, Jinshan District, Shanghai
3. Executive partner: Jintong
4. Registered capital: 52 million yuan
5. Enterprise type: limited partnership
6. Business scope: enterprise management consulting; Information consulting services (excluding licensed information consulting services); Marketing planning; Corporate image planning; Organize cultural and artistic exchange activities; Conference and exhibition services; hotel management; Human resources services (excluding professional intermediary activities and labor dispatch services); Financial consultation; Tourism development project planning consultation; Project planning and public relations services; Internet sales (except sales of goods requiring license); Sales of mechanical equipment; Sales of office supplies; Sales of electronic products; Retail of computer software, hardware and auxiliary equipment; Wholesale of computer software, hardware and auxiliary equipment (except for projects subject to approval according to law, carry out business activities independently according to law with business license).
3、 Basic information of investment object
(I) basic information of the target company
1. Name: Shanghai everway avionics Co., Ltd
2. Address: No. 468, Jianchuan Road, Minhang District, Shanghai
3. Legal representative: Wang Jinyan
4. Registered capital: 52 million yuan
5. Date of establishment: November 1, 2005
6. Unified social credit Code: 913101127824001639
7. Enterprise type: limited liability company
8. Business scope: sales, installation and maintenance of communication and navigation equipment and supporting products and parts, electronic components, electronic products, instruments and meters, public security system, electromechanical equipment, computer software and hardware, office supplies and automation equipment, production of electronic products (limited to branch operations), technical development, technical consultation and Technology transfer, technical services, computer system integration, design and construction of intelligent building construction engineering, airport air traffic control engineering and terminal weak current system engineering, professional construction of navigation equipment installation and construction engineering, professional construction of water traffic control construction engineering, e-commerce (not engaged in financial business). 9. Main financial data of the latest year:
Unit: 10000 yuan
Project December 31, 2020 September 30, 2021 (Unaudited)
Total assets 27498.67 35892.90
Total liabilities 20066.87 29506.26
Net assets 7431.80 6386.64
Project 2020 January September 2021 (Unaudited)
Operating income 35132.77 18958.58
Operating profit 319.84 -928.64
Net profit 303.64 -922.18
Note: the financial data of 2020 were audited by Dahua Certified Public Accountants (special general partnership)
10. Upon inquiry, as of the date of disclosure of this announcement, the subject company is not a dishonest executee and has no associated relationship with the company.
(II) equity structure before and after capital increase
The equity structure of the target company before and after this transaction is as follows:
Before this capital increase
Name of shareholders subscribed registered capital (10000 yuan) equity ratio
AVIC (Shanghai) aviation radio electronic technology has 5200
Limited company 100%
After this capital increase
Name of shareholders subscribed registered capital (10000 yuan) equity ratio
AVIC (Shanghai) has 5200 40.00% of Avionics
Limited company
Changsha qianzhilong Micro Electronics Co., Ltd. 3705 28.50%
Shanghai Chenfei enterprise management partnership (Co., Ltd.)
(partner) 2093 16.10%
AVIC Yuhua (Shenzhen) airborne system industry investment
Partnership (limited partnership) 2002 15.40%
Total 13000 100%
(III) evaluation of the target company
According to the asset appraisal report on the value of all equity of AVIC shareholders issued by Shanghai Dongzhou Asset Appraisal Co., Ltd. (Dongzhou pingbao Zi [2021] No. 1124), the main contents are as follows:
1. Appraisal object: the value of all shareholders' equity of AVIC
2. Benchmark date: December 31, 2020
3. Evaluation methods and conclusions:
(1) Asset based appraisal results
After evaluating all the assets and liabilities of AVIC with the asset-based method, the appraisal conclusion on the benchmark date of December 31, 2020 is as follows:
The book value of the total assets is 274986700 yuan, the assessed value is 283108500 yuan, the assessed value-added is 8121800 yuan, and the appreciation rate is 2.95%; The book value of liabilities is 200.6687 million yuan, the assessed value is 200.7519 million yuan, the assessed value-added is 83200 yuan, and the value-added rate is 0.04%; The book value of net assets is 74.318 million yuan, the assessed value is 82.3566 million yuan, the assessed value-added is 8.0386 million yuan, and the appreciation rate is 10.82%.
(2) Income method evaluation results
After using the income method to evaluate AVIC, the appraisal conclusion on the benchmark date of December 31, 2020 is as follows:
On the benchmark date of December 31, 2020, the book value of the net assets of Shanghai everway avionics Co., Ltd. is 74.318 million yuan, the assessed value is 95 million yuan, the assessed value-added is 20.682 million yuan, and the assessed value-added rate is 27.83%.
(3) Selection of evaluation results
The main reason for the difference in the evaluation results of different evaluation methods is that various evaluation methods consider the value of assets from different angles. The asset-based method estimates from the perspective of the current reconstruction of various assets of the asset group; The income method considers the future comprehensive profitability of the asset group.
The value of all shareholders' equity shall comprehensively consider the value of tangible resources such as fixed assets and working capital, as well as important intangible resources such as management advantages, team advantages and R & D ability. The evaluation results of the asset-based method only evaluate the value of each single tangible asset, which can not fully reflect the value contribution of each single asset portfolio to the whole company, Nor can it fully measure the overall effect value of the appraised unit that may be generated by the mutual matching and organic combination factors among individual assets. The value connotation of the evaluation result of income method includes important intangible resource value contributions such as management advantage and team advantage, so the evaluation result is higher than that of asset-based method. In view of the purpose of this appraisal, the way of income method appraisal can objectively and reasonably reflect the value of the appraised unit, so the result of income method is taken as the final appraisal conclusion.
After the above analysis, the appraisal result of income method is selected as the appraisal conclusion of the value of all shareholders' equity of the appraised unit. It is concluded that the value of all shareholders' equity of AVIC on the benchmark date is 95 million yuan. 4、 Main contents of foreign investment contract
No formal investment agreement has been signed for this foreign investment.
5、 Purpose, existing risks and impact on the company of foreign investment
(I) purpose of this foreign investment
1. This investment conforms to the company's future development strategic plan, is conducive to expanding the depth and breadth of the company's R & D, and is of strategic significance for the continuous expansion of the company's main business.
2. The capital increase of the target company is in line with the national policy on the development of the integrated circuit industry and the company's development strategy. It is an important measure of the company's strategic layout in the field of chip business, which helps to promote the deep integration of the company's military industry informatization and accelerate the company's scientific and technological innovation and research process
