Stock Code: 300657 stock abbreviation: Xiamen Hongxin Electronics Technology Group Inc(300657) listing place: Shenzhen Stock Exchange Xiamen Hongxin Electronics Technology Group Inc(300657)
Issuing shares and paying cash to purchase assets
Report on raising matching funds and related party transactions (Draft)
(Third Revision)
Transaction type counterparty name
Wu Shaofeng
Zhu Xiaoyan
Issuing shares and paying cash to purchase assets
Suzhou Huayang Tongchuang Investment Center (limited partnership)
Yan Yonghong
No more than 35 specific investors raised matching funds
Independent financial advisor
February, 2002
Statement of transaction parties
1、 Statement of the listed company and all directors, supervisors and senior managers
The company and all directors, supervisors and senior managers guarantee that the contents of this report are true, accurate and complete, and are jointly and severally liable for false records, misleading statements or major omissions in this report and its summary. If the transaction is filed for investigation by the judicial organ or the CSRC due to the suspected false records, misleading statements or major omissions of the information provided or disclosed, all directors, supervisors and senior managers of the company will suspend the transfer of their shares in the listed company until the conclusion of the investigation is clear.
The issue of shares and the payment of cash for the purchase of assets and the raising of supporting funds and related party transactions still need to be approved and registered by the relevant examination and approval authorities. Any decision or opinion made by the examination and approval authority on matters related to the issuance of shares, the purchase of assets, the raising of supporting funds and related party transactions does not indicate that it makes a substantive judgment or guarantee on the value of the company's shares or the income of investors.
After the completion of this transaction, the company shall be responsible for the changes of the company's operation and income; The investors shall be responsible for the investment risks arising from the issuance of shares, the payment of cash to purchase assets and the raising of supporting funds. All shareholders and other public investors are requested to carefully read all information disclosure documents related to this transaction. If there is any doubt about this report, they should consult their own stockbrokers, lawyers, professional accountants or other professional consultants.
2、 Counterparty statement
All counterparties of this asset restructuring have issued a letter of commitment, which will provide the listed company with the relevant information of this restructuring in time, and ensure that the information provided is true, accurate and complete. If the information provided has false records, misleading statements or major omissions, and causes losses to the listed company or investors, they will be liable for compensation according to law.
If the transaction is filed for investigation by the judicial organ or by the CSRC due to the suspected false records, misleading statements or major omissions of the information provided or disclosed, all counterparties of the asset restructuring promise not to transfer the shares with interests in the listed company before the conclusion of the case investigation is clear.
3、 Statement of relevant securities service institutions and personnel
The securities service institutions and personnel of this transaction promise that there are no false records, misleading statements or major omissions in the documents related to this transaction, and bear corresponding legal liabilities for their authenticity, accuracy and completeness.
Tips on major issues
Remind investors to carefully read the full text of this report and pay special attention to the following matters:
1、 Overview of the transaction scheme
In this transaction, the listed company plans to purchase 100% equity of Huayang electronics jointly held by Wu Shaofeng, Zhu Xiaoyan, Yan Yonghong and Huayang Tongchuang by issuing shares and paying cash, and raise supporting funds by non-public offering of shares to no more than 35 specific investors. The raising of matching funds is based on the issuance of shares and the payment of cash to buy assets, but the success of raising matching funds does not affect the implementation of issuing shares and paying cash to buy assets.
This transaction takes the evaluation results of the underlying assets as the pricing basis of this transaction. According to the assets appraisal report (zlpbz [2021] No. 3088) issued by Zhonglian assets appraisal group Co., Ltd., the appraisal institution adopts the income method and asset-based method to evaluate the value of all shareholders' equity of Huayang electronics, and finally selects the income method as the appraisal conclusion. Taking May 31, 2021 as the base date, the appraisal value of 100% equity of Huayang electronics assessed by income method is 393 million yuan. Through consensus of all parties, this transaction is priced at 390 million yuan according to 100% equity of the target company.
(I) issuing shares and paying cash to purchase assets
The underlying asset of this transaction is 100% equity of Huayang electronics. The transaction price of the assets to be purchased in this transaction is 390 million yuan, of which the share consideration accounts for 76.73% of the transaction consideration and the cash consideration accounts for 23.27% of the transaction consideration.
The issue price of this issue of shares to purchase assets is 14.52 yuan / share, which is no less than 80% of the average price of shares in the 20 trading days before the pricing benchmark date. After the implementation of the equity distribution of the listed company in 2020, the issue price of shares to purchase assets is adjusted to 12.07 yuan / share. Based on this calculation, Xiamen Hongxin Electronics Technology Group Inc(300657) plans to issue 24792872 shares to all shareholders of Huayang electronics.
The specific amount and payment method to the listed company are shown in the following table:
Number of shares issued for the consideration of cash consideration shares held by the counterparty (RMB 10000) (RMB 10000) (RMB 10000) amount (shares)
Number of shares issued for the consideration of cash consideration shares held by the counterparty (RMB 10000) (RMB 10000) (RMB 10000) amount (shares)
Wu Shaofeng 35.00% 13650.00 - 13650.00 11309030
Zhu Xiaoyan 30.00% - 11700.00 9693454
Huayang Tongchuang 20.00% 7800.00 6000.00 1800.00 1491300
Yan Yonghong 15.00% 5850.00 3075.00 2775.00 2299088
Total 100.00% 39000.00 9075.00 29925.00 24792872
(II) issuing shares to raise matching funds
The listed company plans to issue shares to specific objects in the form of inquiry to no more than 35 qualified specific investors to raise supporting funds.
The total amount of supporting funds to be raised this time shall not exceed 181 million yuan, the total amount of supporting funds to be raised shall not exceed 100% of the transaction price of purchasing assets by issuing shares in this transaction, and the number of shares issued shall not exceed 30% of the total share capital of the listed company before this transaction.
The purposes of the matching funds raised in this transaction are as follows:
Unit: 10000 yuan
Proportion of serial number to the total amount of supporting funds to be raised
1. Pay cash consideration 9075.00 50.14%
2. Repayment of bank loans of listed companies 7775.00 42.96%
3. Payment of transaction taxes and intermediary fees 1250.00 6.91%
Total 18100.00 100.00%
The raising of supporting funds is based on the successful implementation of the transaction of issuing shares and paying cash to buy assets, but the success of raising supporting funds does not affect the implementation of the transaction of issuing shares and paying cash to buy assets. Before the supporting raised funds are in place, the listed company can choose the opportunity to use the self raised funds for the purpose of the above-mentioned supporting funds according to the market situation and its own actual situation, and replace them after the raised funds are in place. If the listed company fails to successfully raise supporting funds or the actual amount of funds raised is less than the capital demand for the purpose of raising funds, the company will solve the capital gap through self raised funds. According to the actual amount of funds raised and the actual needs of the project, the company will appropriately adjust the capital investment sequence, amount and specific method of the above projects.
(III) price and quantity of shares issued this time
1. Price and number of shares issued for the purchase of assets
(1) Issue price
According to the measures for continuous supervision of gem, the price of shares issued by companies listed on GEM to purchase assets shall not be lower than 80% of the market reference price. The market reference price is one of the average trading prices of the company's shares 20 trading days, 60 trading days or 120 trading days before the announcement date of the resolution of the board of directors to purchase assets by issuing shares this time, The calculation formula of the average trading price is: the average trading price of the company's shares on several trading days before the pricing benchmark date = the total trading volume of the company's shares on several trading days before the pricing benchmark date / the total trading volume of the company's shares on several trading days before the pricing benchmark date.
The benchmark date for the pricing of shares issued this time is the announcement date of the resolution of the 25th meeting of the third board of directors. The average trading price of shares 20 trading days, 60 trading days and 120 trading days before the benchmark date is as follows:
The average price of stock trading is 80% of the average price of interval trading
20 trading days before the pricing benchmark date 16.13 12.90
60 trading days before the pricing benchmark date 16.63 13.31
120 trading days before the pricing benchmark date 16.66 13.32
After negotiation between the two parties, the initial issue price of the assets purchased this time is 14.52 yuan / share, which is no less than 80% of the average transaction price of the shares of the listed company 20 trading days before the pricing benchmark date. After the implementation of equity distribution of Listed Companies in 2020, the issue price of issuing shares to purchase assets was adjusted to 12.07 yuan / share.
From the benchmark date of asset purchase pricing to the date of issuance, if the listed company has other ex rights and ex interests matters such as dividend distribution, share allotment, share distribution, conversion of capital reserve into share capital, the above issuance price will be adjusted accordingly in accordance with the relevant rules of the CSRC and the Shenzhen Stock Exchange.
(2) Number of issues
Based on the issuance price of the above issued shares to purchase assets and the determined transaction price of the underlying assets, the total number of shares issued by the company to the counterparty is 24792872. For the specific number of shares issued to each counterparty, see "(I) issuing shares and paying cash to purchase assets" in "I. overview of this transaction plan" of this section. The number of shares finally issued shall be subject to the documents approved by the CSRC for registration.
During the period from the pricing base date to the issuance date, if the listed company has other ex rights and ex interests matters such as dividend distribution, share allotment, share distribution, conversion of capital reserve into share capital, the number of this issuance will be adjusted accordingly in accordance with the relevant provisions of the CSRC and the Shenzhen Stock Exchange.
2. Price and quantity of shares issued by raising supporting funds
(1) Issue price
The matching funds raised by the issuance of shares are issued through inquiry. According to the relevant provisions of laws and regulations such as the measures for the administration of gem issuance registration, the pricing base date of the matching funds raised by the issuance of shares is the first day of the issuance period of the shares issued to specific objects, and the issuance price is not less than 80% of the average trading price of the company's shares 20 trading days before the pricing base date.
The final issue price will be determined by the board of directors of the listed company through consultation with the independent financial adviser for the issuance of the raised matching funds in accordance with the authorization of the general meeting of shareholders, the provisions of relevant laws, administrative regulations and normative documents and the subscription quotation of the issuing object after the transaction is reviewed and approved by the Shenzhen Stock Exchange and approved by the CSRC for registration.
During the period from the pricing base date to the completion of the issuance, if the listed company has ex rights and ex interests matters such as dividend distribution, share allotment, share distribution, conversion of capital reserve into share capital, the issuance price will be adjusted in accordance with the provisions of relevant laws and regulatory authorities.
(2) Number of issues
The total amount of funds raised this time shall not exceed 181 million yuan, not more than
