Securities code: 300657 securities abbreviation: Xiamen Hongxin Electronics Technology Group Inc(300657) Announcement No.: 2022-031 Xiamen Hongxin Electronics Technology Group Inc(300657)
About issuing shares and paying cash to purchase assets and raising supporting funds
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 announcement Xiamen Hongxin Electronics Technology Group Inc(300657) (hereinafter referred to as "the company") on the revision of the report on connected transactions (Draft) (three revisions) received the examination and inquiry letter on Xiamen Hongxin Electronics Technology Group Inc(300657) applying for issuing shares to purchase assets and raising supporting funds (examination and approval letter [2022] No. 030002) (hereinafter referred to as "the company") issued by the listing examination center of Shenzhen Stock Exchange on January 20, 2022 "Audit inquiry letter"). The company, together with relevant intermediaries, carefully checked the questions raised in the audit inquiry letter and replied one by one. For details, see the company's disclosure on cninfo.com.cn on February 11, 2022 Reply of Xiamen Hongxin Electronics Technology Group Inc(300657) on the examination and inquiry letter of Shenzhen Stock Exchange on Xiamen Hongxin Electronics Technology Group Inc(300657) applying for issuing shares to purchase assets and raising supporting funds.
According to the relevant requirements of the audit inquiry letter, the company has supplemented, disclosed and improved the restructuring report and other relevant documents, and the main amendments are as follows:
1、 In the reorganization report (revised three times), "I. summary of this transaction plan", "VI. performance commitment and compensation", "1. Performance commitment" and "II. Summary of this transaction plan", "VI. performance commitment and compensation" in "I. summary of this transaction", and "1. Performance commitment" Supplementary disclosure of the calculation caliber of the promised net profit during the performance commitment period of the underlying assets.
2、 The above contents have been listed in "I. overview of this trading scheme", "VI. performance commitment and compensation", "4. Realizability of performance commitment" and "II. Overview of this trading scheme" (VI) performance commitment and compensation "of" tips on major matters "of the restructuring report (three revised drafts) "4. Realizability of performance commitments" shall be supplemented to disclose the realizability of the performance commitments of the subject company.
3、 In the reorganization report (revised three times), "I. summary of this transaction plan", "VI. performance commitment and compensation", "5. There is no deferred arrangement and its reasons for the compensation of this transaction performance commitment" and "(VI) performance commitment and compensation" in "II. Overview of this transaction plan" in "section I overview of this transaction" "5. There is no deferred arrangement for the performance commitment compensation of this transaction and its reasons" supplementary disclosure of the reasons why the performance commitment compensation of this transaction has not been adjusted or postponed.
4. The specific revenue recognition policies under the sales mode of the bonded logistics zone of the target company shall be supplemented and disclosed in "(I) revenue recognition principles" of "XV. Main accounting policies and relevant accounting treatment of the target company during the reporting period" of "section IV basic information of the target assets" of the reorganization report (revised three times).
5、 In the reorganization report (revised three times), "section IX management discussion and analysis", "VI. financial status and profitability analysis of the underlying assets", "II) profitability analysis", "1. Composition and changes of main business income and main business cost", "1) main business income" and "② main business income by Region" Supplementary disclosure of the subject company's main sales product categories, sales unit price and gross profit margin under the sales mode of bonded logistics zone, and comparative analysis with the sales unit price and gross profit margin under the direct domestic sales mode.
6. In the reorganization report (revised three times), "section IV basic information of subject assets", "XII. Main business of the subject company", "VII. Procurement and supply of raw materials for main products" and "4. Top five outsourced processing manufacturers in the reporting period", the subject company will disclose SMT The impact of outsourcing processing on the core competitiveness of chemical nickel gold and other processes.
7、 In the reorganization report (revised three times), "section IX management discussion and analysis", "VI. analysis of financial status and profitability of underlying assets", "II. Analysis of profitability", "2. Analysis of gross profit margin", "2) analysis of main reasons for changes in backlight FPC and antenna gross profit margin" and "(3) comparative analysis of gross profit margin of comparable listed companies in the same industry" The supplementary disclosure of the rationality of the overall upward trend of the gross profit margin of the backlight FPC and antenna FPC products of the subject company.
8. In "VI. analysis of financial condition and profitability of underlying assets", "I. Analysis of financial condition", "2. Analysis of liability structure", "1. Analysis of composition and change of current liabilities" and "⑤ payroll payable" of "section IX discussion and analysis of management" of the restructuring report (revised for three times), supplementary disclosure shall be made on the operating costs included in each period of the reporting period of the target company Number of employees and salary expenses of sales expenses, management expenses and R & D expenses.
9、 In the reorganization report (revised for three times) "(1) the number of employees and salary expenses included in operating costs, sales expenses, management expenses and R & D expenses in each period of the forecast period)" (I) the evaluation of the underlying assets "; (IV) the evaluation of the income method"; (14) the prediction of personnel situation " Supplementary disclosure of the number of employees and salary expenses included in operating costs, sales expenses, management expenses and R & D expenses in each period of the forecast period of the subject company.
10. In the reorganization report (revised for three times), "section VI evaluation of transaction subject matter", "I. Evaluation of subject assets", "IV. evaluation of income method", "14. Personnel forecast" and "(2) matching between the number and composition of personnel and the scale of business development in the forecast period", the number of personnel of the subject company Matching between personnel composition and business development scale in the forecast period.
11、 In the reorganization report (revised three times), "section IX management discussion and analysis", "VI. analysis of the financial status and profitability of the underlying assets", "II. Analysis of profitability", "1. Analysis of the composition and changes of main business income and main business cost" and "(1) main business income" "③ analysis on the reasons why the growth rate of operating revenue in 2020 is higher than that of comparable companies in the same industry" supplemented the reasons and rationality for the increase rate of operating revenue of the target company in 2020 to be higher than that of comparable companies in the same industry.
12. The prediction basis and rationality of the sales unit price of the target company during the prediction period shall be supplemented and disclosed in "I. Evaluation of the underlying assets", "IV. evaluation of the income method", "2. Prediction basis and rationality of the sales unit price during the prediction period" and "2. Prediction basis and rationality of the sales unit price during the prediction period" of "2. Prediction of operating revenue" of "section VI evaluation of the transaction object" of the reorganization report (revised for three times).
13. In the reorganization report (revised for three times), "section VI evaluation of trading targets", "I evaluation of underlying assets", "IV evaluation of income method", "2. Prediction basis and rationality of sales volume in the prediction period" and "(3) prediction basis and rationality of sales volume in the prediction period", supplement and disclose the prediction basis and rationality of sales volume in the prediction period of the target company.
14. In the reorganization report (revised for three times), the basis and rationality of the target company's capital expenditure forecast of 0 are supplemented and disclosed in "I. Evaluation of the target assets" (IV) evaluation of the income method "," 10. Prediction of additional capital "and" ③ estimation of capital expenditure ".
15、 In "I. overview of this transaction plan", "II) issuance of shares to raise matching funds" and "(III) price and quantity of this issuance of shares" of "tips on major matters" in the reorganization report (three revised drafts), and "(II) issuance of shares to raise matching funds" and "(III) in" II. Overview of this transaction plan "in" section I overview of this transaction " The price and quantity of shares issued this time "shall supplement and update the supporting funds raised this time. The reduction of supporting raised funds in this transaction does not constitute a major adjustment of the restructuring plan.
16. In the reorganization report (revised three times), "five, the impact of this transaction on the listed company" and "(II) the impact of this transaction on the equity structure of the listed company" (II) the impact of this transaction on the equity structure of listed companies "(II) the impact of this transaction on the equity structure of listed companies" in "section I overview of this transaction" and "IV. the impact of shares issued in this transaction on the equity structure of listed companies" in "section V issuance of shares" update the equity structure of listed companies after supporting financing.
17、 In the reorganization report (revised three times), "section IV basic information of subject assets", "IV. ownership of main assets, external guarantees and main liabilities of the subject company", "I) ownership of main assets", "4. Intellectual property rights", "1) patents" and "XII. Main business of the subject company" (XI) core technology " "1. Core technology information" shall supplement and disclose the relevant information of the core technology of the subject company.
18、 The impact of goodwill impairment on the profits of listed companies is additionally disclosed in "I. risks related to this transaction", "IV. goodwill impairment risk caused by this transaction" of "major risk tips" of the reorganization report (revised three times) "(IV) goodwill impairment risk caused by this transaction" and "(V) goodwill impairment risk caused by this transaction" of "section 12 risk factors".
19. Comprehensively sort out the contents of "major risk tips" in the restructuring report (revised for three times), highlight the significance, enhance pertinence, strengthen risk orientation, delete redundant expressions, and rank them according to importance. It is hereby announced.
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Xiamen Hongxin Electronics Technology Group Inc(300657) board of directors February 11, 2022
