Securities code: 002101 securities abbreviation: Guangdong Hongtu Technology (Holdings) Co.Ltd(002101) Announcement No.: 2022-11 Guangdong Hongtu Technology (Holdings) Co.Ltd(002101)
Announcement on the proposed acquisition of the equity of other shareholders of the holding subsidiary
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.
The 28th meeting of the seventh board of directors of Guangdong Hongtu Technology (Holdings) Co.Ltd(002101) (hereinafter referred to as “the company” or “the company”) deliberated and adopted the proposal on the proposed acquisition of other shareholders’ equity of siweimarui, a holding subsidiary, It is agreed that the wholly-owned subsidiary Ningbo siweier Industry Co., Ltd. (hereinafter referred to as “Ningbo siweier”) will invest RMB 300 million to acquire 50% equity of siweier Marui (Guangzhou) Auto Parts Co., Ltd. (hereinafter referred to as “siweier Marui” or “target company”) held by Marui Industry Co., Ltd. (hereinafter referred to as “Japan Marui”) “Underlying equity”). Relevant matters are hereby announced as follows:
1、 Transaction overview
In order to further promote and realize the development strategy of the company’s interior and exterior decoration business, improve the profitability of the company and maintain the actual control over the holding subsidiary siweier Marui, Ningbo siweier plans to invest RMB 300 million in cash to acquire 50% equity of siweier Marui held by Japan Marui. After the completion of this transaction, siweier Marui will become a secondary wholly-owned subsidiary of the company.
According to the relevant provisions of the articles of association, this equity acquisition is within the approval authority of the board of directors and does not need to be submitted to the general meeting of shareholders for deliberation.
This transaction does not constitute a connected transaction, nor does it constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies.
2、 Introduction to counterparties
1. Company name: Marui Industrial Co., Ltd
2. Date of establishment: June 7, 1947
3. Share capital (or registered capital): 100 million yen
4. Address: No. 2, 53 Fandi, Takahata, Tainei City, Niigata County
5. Representative executive director President: Masako Ogawa
6. Business scope: production and sales of Automobile decorative parts; Production and sales of synthetic resin products; Production and sales of badges, signs and medals; Production and sales of Arts and crafts for export; Production and sales of waste water equipment and machinery; Design, production and sales of molds, synthetic resin and other processing machinery and tools; Sales of fluorescent lamp electronic ballast and lighting appliances; Design, production, sales and technical guidance of souvenirs and gifts; All incidental businesses of the first few items.
7. Equity status: the controlling shareholder of Marui is “Marui ネクストキピタルパトナズズズズズco., Ltd. (English Name: next Capital Partners Co., Ltd., Japanese enterprise, hereinafter referred to as” NCP “), NCP holds 96.7% equity of Marui, and the remaining equity of Marui is held by its management and financial institutions. NCP is the actual controller of Marui in Japan.
3、 Basic information of transaction object
(I) basic information of the target company
1. Company name: siweier Marui (Guangzhou) Auto Parts Co., Ltd
2. Unified social credit Code: 9144011676403856xc
3. Date of establishment: September 6, 2004
4. Address: No. 15, Jungong Road, East District, Guangzhou Economic and Technological Development Zone
5. Legal representative: akami Hideo (naked)
6. Registered capital: USD 8 million
7. Nature of enterprise: limited liability company (Sino foreign joint venture)
8. Business scope: manufacturing of components and devices of general and special instruments and meters; Manufacturing of metal signs for traffic and public management; Manufacturing of auto parts and accessories (excluding auto engine manufacturing); Manufacturing of optoelectronic devices and other electronic devices; Wholesale of instruments and meters; Wholesale of hardware products; Wholesale of electronic components; Auto parts design service; Information technology consulting services.
9. The main financial data are as follows:
Unit: Yuan
Project 2020 2021
December 31 December 31
Total assets 501862347.87 551730614.50
Total liabilities 145726246.38 170183606.20
Net assets 356136101.49 381547008.30
-2020 January December 2021
Operating income 575051446.99 641673779.07
Operating profit 86915596.45 84379836.30
Net profit 77345186.39 75410906.81
Cash from operating activities 98586289.26 11603500.91
Net flow
The above data are based on the consolidated statements. The data of 2020 has been audited by Zhongshen Zhonghuan Certified Public Accountants (special general partnership), and the data of 2021 has not been audited.
10. The company acquired 100% equity of Ningbo siweier in April 2017. As a holding subsidiary of Ningbo siweier, siweier Marui was included in the scope of the company’s consolidated statements. Siweier Marui has two wholly-owned subsidiaries, Dongguan siweier Marui Auto Parts Co., Ltd. and siweier Marui (Wuhan) Auto Parts Co., Ltd. 11. Equity structure before and after acquisition:
Shareholder name pre acquisition post acquisition
Shareholding ratio of capital contribution shareholding ratio of capital contribution
Ningbo Siwei 4 million US dollars 50% 65598240 yuan 100%
Japan Marui $4 million 50% —
RMB 6.559 million in total
Note: the capital contribution after the acquisition is converted at the exchange rate when the registered capital of siweier Marui is recorded.
(II) audit and evaluation of the underlying equity
1. The company hired Zhongshen Zhonghuan Certified Public Accountants (special general partnership) to conduct a special audit on siweier Marui with October 31, 2021 as the audit base date, and issued a special audit report on net assets [Zhonghuan Yueshen Zi (2021) No. 10005]. The audited net assets of siweier Marui were 360.4439 million yuan, The corresponding net assets of 50% equity of siweier Marui held by Marui in Japan are 180.2222 million yuan.
2. The company hired Guangdong zhongguangxin Assets Appraisal Co., Ltd. to appraise the value of all shareholders’ equity of siweier Marui with October 31, 2021 as the appraisal base date, and issued the appraisal report of zhongguangxin pingbao Zi [2021] No. 304.
The assessment results are as follows:
(1) Asset based appraisal results
As of the benchmark date of appraisal, the book value of total assets of siweier pill well is 490286600 yuan, the appraisal value is 576675500 yuan, and the appraisal appreciation is 86.3889 million yuan, an increase of 17.62%; The book value of total liabilities is 134.1579 million yuan, the assessed value is 129.4214 million yuan, and the assessed impairment is 4.7365 million yuan, a decrease of 3.53%; The book value of owner’s equity is 356128700 yuan, the assessed value is 447254100 yuan, and the assessed value-added is 91.1254 million yuan, an increase of 25.59%.
(2) Income method evaluation results
As of the benchmark date of the appraisal, the book value of the consolidated owner’s equity of siweier pill well is 360.4439 million yuan. The value of all shareholders’ equity of siweier pill well assessed by the income method is 77.29922 million yuan, with an increase of 412.5483 million yuan, an increase of 115.84%.
The final appraisal conclusion of this appraisal adopts the appraisal result of the income method, that is, the appraisal value of all shareholders’ equity of siweier pill well is 772992200 yuan. The appraisal value of shareholders’ equity corresponding to the proposed acquisition of 50% equity of siweier Marui in this transaction is 386.4961 million yuan.
(III) other instructions
1. Up to now, the subject equity has no mortgage, pledge or other third-party rights, no guarantee for others, no major disputes, litigation or arbitration involving assets, and no compulsory measures such as seizure and freezing by judicial organs.
2. Up to now, the company and its subsidiaries have not provided entrusted financial management and guarantee for siweier Marui.
3. This transaction does not involve personnel resettlement, land leasing, etc.
4. Siweimarui is not a dishonest person, and there are no provisions restricting shareholders’ rights other than laws and regulations in its articles of association or other documents.
4、 Main contents of this equity acquisition agreement
1. Settlement arrangement
The transaction price of this equity transfer is RMB 300 million. The buyer shall, within 5 working days after the change registration of this equity transfer is completed by the competent registration authority (equity delivery date), pay the remaining transaction price of this equity transfer price after deducting the withholding and payment of enterprise income tax and stamp duty to the seller in one time. If the remaining price of this transaction cannot be paid to the account designated by the seller within the agreed period due to laws, regulations, policies, regulatory authorities or other reasons beyond the control of the buyer, both parties shall negotiate the payment method and time separately, and the Seller agrees not to require the buyer to bear the responsibility for overdue payment.
2. Transaction tax
The buyer and the seller agree that the buyer shall withhold and remit the transfer income tax, stamp tax and other taxes in China related to this equity transfer from the transaction price in accordance with the law.
3. Undistributed profit
If the buyer completes the payment of the transaction price of this equity transfer before the date agreed in the contract, the buyer will enjoy all the undistributed profits of the target company before the payment of the transaction price.
4. Personnel arrangement
The Seller agrees to retain the personnel sent by the seller to the target company after the completion of the transaction, and allow them to continue working in the target company and assist the target company in stable operation as long as they do not violate their wishes; Confirm that the personnel assigned to the target company will continue to work in the target company after this equity transfer and will not violate any agreement signed between such personnel and their and related parties.
5. Business continuity
The Seller agrees to maintain the business relationship already carried out on the signing date of the contract on the basis of the lease (loan) contract of Japanese design firm signed with the subject company.
The Seller agrees to continue to maintain the business relationship already carried out on the signing date of the contract on the basis of the basic agreement on overseas transactions signed with the subject company.
6. Intellectual property
The Seller agrees that after the equity closing date, the subject company will continue to use the words “Marui” and “Marui” in its name and maintain its existing trademark containing the words “Marui”. However, after the equity delivery date, except for the business already carried out by the subject company as of the signing date of this contract, the buyer and the subject company shall not use “Marui”, “Marui” or “Marui” to engage in any business in Japan or Thailand. In addition, the Seller agrees not to prevent the target company from continuing to use the existing technology and production equipment, and to continue to provide necessary support for the operation, management and business of the target company.
7. Horizontal competition
The Seller agrees that after the completion of this equity transfer, it will not invest in or engage in any enterprise and business with the same, similar, direct or indirect competition or conflict of interest as the business of the target company and its subsidiaries in any way (including but not limited to establishing, investing or holding, participating in shares, providing technical support, etc.) in China.
8. Dispute resolution
The conclusion, validity, interpretation, performance and dispute settlement of the contract shall be governed by Chinese law. All disputes arising from the signing and performance of this contract shall be settled by both parties through friendly negotiation; If the dispute cannot be settled through negotiation within 60 days after it occurs, the dispute shall be submitted to Guangzhou Arbitration Commission for arbitration.
9. Other matters
The contract is written in Chinese and Japanese. In case of any inconsistency between the meaning of Chinese and Japanese, the Chinese version shall prevail.
5、 Purpose, risks and impact of this equity acquisition on the company
1. Purpose
This equity acquisition is to further promote and realize the company’s interior and exterior decoration business development strategy, improve the company’s profitability and comprehensive competitiveness, and maintain the actual control over siweier Marui.
2. Existing risks
(1) Risk of higher value-added rate of transaction object
The transaction pricing of this equity acquisition is based on the evaluation price and through negotiation with the counterparty, it is determined that the transaction price of 50% equity of siweier Marui to be purchased in this transaction is RMB 300 million, and the transaction price of the underlying assets is 66% higher than the book net assets.
(2) Operational risk
This equity transfer may have an impact on the undertaking of new products of siweier Marui. In this regard, siweier Marui will strengthen the maintenance and communication of customer relations and the research and development of new products, so as to ensure the undertaking of new products in Chinese and foreign markets.
