Securities code: 002893 securities abbreviation: Beijing Huayuanyitong Thermal Technology Co.Ltd(002893) Announcement No.: 2022-014 Beijing Huayuanyitong Thermal Technology Co.Ltd(002893)
Announcement on the transfer of the partnership share of Shenzhen Kaixuan Yixi phase I angel investment partnership (limited partnership) by a wholly-owned 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.
Special tips:
1. The wholly-owned subsidiary of Beijing Huayuanyitong Thermal Technology Co.Ltd(002893) (hereinafter referred to as "the company") Huayi Longda Technology Development Co., Ltd. (hereinafter referred to as "Huayi Longda") plans to transfer its 16.6667% partnership share of Shenzhen Kaixuan Yixi phase I angel investment partnership (limited partnership) (hereinafter referred to as "Kaixuan Yixi") to Yang Donghong at the price of 10 million yuan. After the completion of this transaction, Huayi Longda will no longer hold the partnership share of triumph Yixi.
2. This transaction does not constitute a connected transaction, nor does it constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies.
3. This transaction has been deliberated and approved at the 8th meeting of the 3rd board of directors and the 8th meeting of the 3rd board of supervisors of the company. It does not need to be submitted to the general meeting of shareholders for approval, so there is uncertainty. The company will timely perform the obligation of information disclosure according to the progress of relevant matters. Please pay attention to investment risks.
1、 Transaction overview
1. In order to further focus on the development of the main business, on February 11, 2022, Huayi Longda, a wholly-owned subsidiary of the company, signed the partnership share transfer agreement with Yang Donghong. Huayi Longda plans to transfer its 16.6667% partnership share of triumph Yixi to Yang Donghong at the price of 10 million yuan. After the completion of this transaction, Huayi Longda will no longer hold the partnership share of triumph Yixi.
2. The company held the 8th meeting of the 3rd board of directors and the 8th meeting of the 3rd board of supervisors on February 11, 2022, and deliberated and adopted the proposal on the transfer of the partnership share of Shenzhen Kaixuan Yixi phase I angel investment partnership (limited partnership) by a wholly-owned subsidiary. Independent directors express unanimous independent opinions on this. 3. There is no related party transaction in this transaction, nor does it constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies.
2、 Basic information of the counterparty
1, Yang Donghong, male, China nationality, ID number: 410503196904******, residence: Anyang, Henan.
2. Yang Donghong has no relationship with the listed company, the top ten shareholders of the listed company and Dong Jiangao in terms of property rights, business, assets, creditor's rights and debts and personnel, and there are no other relationships that may or have caused the company to tilt its interests.
3. According to the query of "China executive information disclosure network", Yang Donghong is not the person who broke his promise.
3、 Basic information of transaction object
1. Company name: Shenzhen Kaixuan Yixi phase I angel investment partnership (limited partnership)
2. Type: limited partnership
3. Unified social credit Code: 91440300ma5fe8uf19
4. Executive partner: Shenzhen Kaixuan Yixi Angel Venture Capital Co., Ltd
5. Date of establishment: December 12, 2018
6. Main business premises: room 1102, 11th floor, Shenzhen Bay venture capital building, No. 1001 Keyuan Road, Binhai community, Yuehai street, Nanshan District, Shenzhen
7. Business scope: general business items are: investment and establishment of industries (specific items will be reported separately); Venture capital business; Investment consultation (excluding restricted projects). (except for the projects prohibited by laws, administrative regulations and the decision of the State Council, the restricted projects can be operated only after obtaining permission)
8. The partnership share structure before and after this transaction is as follows:
Before and after this transaction
Name of shareholder contribution amount of capital contribution amount of registered capital contribution amount of capital contribution amount of registered capital contribution proportion of registered capital (10000 yuan) (10000 yuan)
Shenzhen Kaixuan Yixi Angel Investment Co., Ltd
Hanbo Huixin (Tianjin) Investment Co., Ltd
Beijing Huayi Longda technology development 1000 16.6667% 0% Exhibition Co., Ltd
Yang Donghong 0% 1000 16.6667%
Shenzhen Kewo Gaofa 800 13.3333% Exhibition Co., Ltd
Shenzhen fuyingtong investment partnership 400 6.6667% 400 6.6667% enterprise (limited partnership)
9. Main financial indicators:
Unit: 10000 yuan
Financial indicators: September 30, 2021 / December 31, 2020 / January September 2020 (Unaudited) (audited)
Total assets 60767626.60 24095681.15
Total liabilities 512500.00 440000.00
Accounts receivable 0.00 0.00
Total amount involved in contingencies
(including guarantee, litigation and arbitration matters)
Net assets 60255126.60 23655681.15
Operating income 0.00 0.00
Total profit 26599445.45 2188194.24
Net profit 26599445.45 2188194.24
Net cash flow from operating activities -1353624.79 -984305.76
10. The subject matter of this transaction is the 16.6667% partnership share of triumph Yixi, with clear property rights, no mortgage, pledge or other third-party rights, no major disputes, litigation or arbitration involving relevant assets, and no judicial measures such as seizure and freezing.
11. The subject matter of this transaction, Kaixuan Yixi, is not a dishonest person to be executed.
12. This transaction of the company does not involve the transfer of creditor's rights and debts.
13. Analysis on the pricing situation and fairness and rationality of the transaction object
This transaction is based on the principles of voluntariness, equality, fairness and legality of all parties to the transaction, based on the operation and financial data of the subject matter of the transaction, combined with the actual capital contribution of the company, and finally reached by consensus of all parties to the transaction. 5、 Main contents of the transaction agreement
Party A (transferor): Beijing Huayuanyitong Thermal Technology Co.Ltd(002893)
Party B (transferee): Yang Donghong
Whereas:
1. As of the signing date of the agreement, the target scale of Shenzhen Kaixuan Yixi phase I angel investment partnership (limited partnership) (hereinafter referred to as the "partnership") is RMB 200 million. At present, the total subscribed capital is RMB 60 million. The partnership is established and effectively exists in accordance with the law.
2. Party A is a limited partner of the partnership, with a subscribed capital contribution of 10 million yuan and holds 16.6667% of the current subscribed partnership share of the partnership.
3. The current capital contribution of each partner of the partnership is as follows:
Name subscribed capital contribution amount subscribed capital contribution ratio contribution form
(10000 yuan) cases
Hanbo Huixin (Tianjin) investment 3000 50.0000% currency
limited company
Beijing Huayi Longda technology development 1000 16.6667% currency
limited company
Shenzhen Kaixuan Yixi Angel entrepreneurship 800 13.3333% currency
Investment Co., Ltd
Shenzhen kewogao Shenzhen New Industries Biomedical Engineering Co.Ltd(300832) development 800 13.3333% currency
limited company
Shenzhen fuyingtong investment partnership 400 6.6667% currency
Industry (limited partnership)
(I) transfer of partnership shares
1. Party A intends to transfer the total contribution of 10 million yuan (hereinafter referred to as "target partnership share", accounting for 16.6667% of the current subscribed contribution share of the partnership) held by Party A to Party B ("this share transfer"), and Party B intends to transfer these partnership shares and become a limited partner of the partnership.
After the completion of this share transfer, the capital contributions of each partner are as follows:
Name subscribed capital contribution amount subscribed capital contribution ratio form of capital contribution (10000 yuan)
Hanbo Huixin (Tianjin) Investment Co., Ltd. 3000 50.0000% currency Department
Yang Donghong 1000 16.6667% currency
Shenzhen Kaixuan Yixi Angel venture capital 800 13.3333% currency Co., Ltd
Shenzhen kewogao Shenzhen New Industries Biomedical Engineering Co.Ltd(300832) Development Co., Ltd. 800 13.3333% currency company
Shenzhen fuyingtong investment partnership (limited to 400 6.6667% currencies)
2. The transaction arrangement of this partnership share transfer is as follows:
Both parties agree that Party B shall pay the above partnership share transfer price to Party A in two installments according to the following agreed time limit and method:
(1) Payment of the first installment: within 90 days from the date of signing this agreement, Party B shall pay Party A the first installment of the partnership share transfer price, which is 50% of the total price of the partnership share transfer, that is, 5 million yuan.
(2) Payment of the second installment: before December 31, 2022, Party B shall pay Party A the remaining transfer of all partnership shares, i.e. 5 million yuan.
3. Both parties agree that since the closing date, all the rights and obligations of the subject partnership share under the partnership agreement (including the undistributed profits, gains and losses of the partnership corresponding to the subject partnership share as of the closing date) shall be inherited by Party B. From the closing date, Party B enjoys the rights of the partnership and undertakes corresponding obligations according to the partnership agreement.
(II) expenses
1. The costs incurred in the transaction shall be borne by both parties in accordance with the applicable laws of this agreement.
2. The reasonable expenses (including but not limited to the industrial and commercial change registration fees) incurred due to the transfer / transfer of partnership shares shall be borne by Party B.
(III) breach of contract and compensation
1. After the signing of this agreement, if either party fails to perform its obligations as agreed in this agreement, or makes false statements and guarantees, it shall be deemed as a breach of contract (except for the exemption agreed in this Agreement). The breaching party shall compensate all losses of other parties caused by its breach of contract and bear all legal liabilities caused by its breach of contract. 2. If one party's breach of contract causes the other party to realize its creditor's rights through litigation, the breaching party shall bear the lawyer's fees, litigation fees, arbitration fees, investigation and evidence collection fees, travel expenses and all other expenses paid by the observant party to realize its creditor's rights
