Securities code: 002241 securities abbreviation: Goertek Inc(002241) Announcement No.: 2022-006
Announcement on the proposed disposal of equity of participating companies by subsidiaries
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.
1、 Transaction overview
1. Basic information of transaction
On January 14, 2022, the wholly-owned subsidiary of Goertek Inc(002241) (hereinafter referred to as “the company”), Hong Kong goltech Co., Ltd. (hereinafter referred to as “Hong Kong gol”), AKM Industrial Company Limited (hereinafter referred to as “agiley”), which participated in the shares, announced that, The joint offerors Amway Industrial Co., Ltd. (hereinafter referred to as “Amway”) and Amway Meiwei Electronics (Xiamen) Co., Ltd. (hereinafter referred to as “Amway Meiwei”) proposed to the existing shareholders of Amway that Amway should be privatized by agreement in accordance with Article 673 of the Hong Kong Companies Ordinance. When the relevant privatization plan takes effect, the existing issued shares of Agilent will be cancelled, and the joint offerors will pay the existing shareholders of Agilent the share cancellation price of HK $1.82 per share (less dividend adjustment (if any)) in cash. Up to now, the number of Agilent shares held by Hong Kong goer is 3650000, with a shareholding ratio of 23.64%. There is no major litigation or arbitration involving the seizure or pledge of equity, or there is no major dispute over the above-mentioned third party’s rights. After the privatization plan of Agilent came into effect, Hong Kong goer no longer holds the equity of Agilent.
2. Approval of transaction
On February 17, 2022, the company held the 26th meeting of the 5th board of directors, which deliberated and passed the proposal on the proposed disposal of equity of participating companies by subsidiaries. The board of directors agreed that Hong Kong goer would dispose of all 3650000 shares of Agilent held by it according to Agilent’s privatization plan, Accept the trading terms of its share cancellation price of HK $1.82 per share (less dividend adjustment (if any)). The board of directors agrees that Hong Kong Goethe or its authorized representative will vote in favor of the relevant provisions of the privatization plan at the future Agilent court meeting and the special general meeting of shareholders. At the same time, the board of directors of the company shall be applied to authorize the management of the company and Hong Kong Goethe to handle matters related to the disposal of agiley’s equity, including but not limited to signing relevant agreements, going through business and foreign management filing and registration procedures, etc.
This transaction does not constitute a related party transaction or a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies. This transaction is within the approval authority of the board of directors of the company and does not need to be submitted to the general meeting of shareholders for deliberation.
Due to the change of foreign investment, this transaction still needs to be considered by Agilent court meeting and special general meeting of shareholders, and needs to be approved by relevant government agencies at home and abroad, so there is uncertainty.
2、 Basic information of joint offerors
(I) joint offeror: Amway Industrial Co., Ltd
1. Overview
Company name: alpha luck Industrial Limited (Chinese Name: Amway Industrial Co., Ltd.)
Organization Code: 14909656-000-07-20-0
Registered address: flat / RM 08-11 27 / F, West Tower Shun Tak CTR, 168-200connaught Rd central, Sheung Wan, HK
Date of establishment: July 30, 1991
Business scope: investment holding
2. Key financial data
Unit: 10000 yuan
Subject: September 30, 2021 December 31, 2020
Total assets 227265.00 213515.40
Total liabilities 91202.00 81992.79
Total receivables 36668.00 32688.05
Total amount of contingencies (guarantee, litigation, arbitration)
Net assets 136063.00 131522.61
Subjects January September 2021 2020
Operating income 139706.00 150942.31
Net profit 5416.00 10765.33
Subject: September 30, 2021 December 31, 2020
Net cash flow from operating activities 11948.00 29963.98
Note: the financial data of 2020 has been audited, and the financial data of the first three quarters of 2021 has not been audited.
3. Amway Industrial Co., Ltd. is not a dishonest person. The company exists according to law and operates normally. (II) joint offeror: Agilent Meiwei Electronics (Xiamen) Co., Ltd
1. Overview
Company name: anjili Meiwei Electronics (Xiamen) Co., Ltd
Organization Code: 913502003ma33h0067k
Registered address: room 530, room 1303, No. 99, Songyu South Second Road, Xiamen area, China (Fujian) pilot Free Trade Zone date of establishment: December 30, 2019
Legal representative: Xiong Zhengfeng
Business scope: including the manufacture of optoelectronic devices and other electronic devices; Printed circuit board manufacturing; Manufacturing of electronic components and components; Integrated circuit manufacturing; Manufacturing of electronic vacuum devices; Semiconductor discrete device manufacturing; Manufacturing of other electronic equipment; Operate the export business of the self-produced products of the enterprise and the import business of machinery and equipment, spare parts and raw and auxiliary materials required by the enterprise (not attached with the import and Export Commodity Catalogue), except for the commodities and technologies limited or prohibited by the state.
2. Key financial data
Unit: 10000 yuan
Subject: September 30, 2021 December 31, 2020
Total assets 732406.70 676907.91
Total liabilities 235634.97 213621.36
Total receivables 122665.16 60362.72
Total amount of contingencies (guarantee, litigation, arbitration) —
Net assets 496771.73 463286.55
Subjects January September 2021 2020
Operating income 365977.83 354307.69
Net profit 31347.96 15372.46
Subject: September 30, 2021 December 31, 2020
Net cash flow from operating activities -7975.83 28055.05
Note: the financial data of 2020 has been audited, and the financial data of the first three quarters of 2021 has not been audited.
3. Agilent Meiwei Electronics (Xiamen) Co., Ltd. is not a dishonest person. The company exists according to law and operates normally.
3、 Basic information of transaction object
1. Basic information
The subject matter of this transaction is the 23.64% equity of agiley held by Hong Kong goer. The equity held by Hong Kong goer does not have mortgage, pledge or other third-party rights, does not involve major disputes, litigation or arbitration matters, judicial measures such as seizure and freezing, and does not have other circumstances that hinder the transfer of ownership.
2. Shareholders holding more than 5% of the shares of the target company
Name of shareholder shareholding ratio (%)
Amway Industrial Co., Ltd. 36.01
Hong Kong goltech Co., Ltd. 23.64
Suzhou Anjie Technology Co.Ltd(002635) (Hong Kong) Limited 13.00
3. Main financial indicators of the target company
Unit: HK $1000
Subject: June 30, 2021 December 31, 2020
Total assets 2465291 2455203
Total liabilities 964576 964414
Total receivables 691074 722335
Total amount of contingencies (guarantee, litigation, arbitration) —
Net assets 1500715 1490789
Subjects January June 2021 2020
Operating income 1017311
Net profit 9108 119410
Net cash flow from operating activities 127060 360420 note: the financial data of 2020 has been audited, and the financial data of 2021 has not been audited.
4、 Purpose of this transaction and its impact on the company
At present, agili’s share liquidity is low and its equity financing ability is limited; Agilent’s privatization can provide greater flexibility for it to formulate long-term strategic direction. The relevant transaction terms of Agilent privatization are reasonable, and there is no case that damages the interests of the company’s shareholders.
If the privatization of Agilent takes effect, Hong Kong goer, a wholly-owned subsidiary of the company, will receive a total cancellation price of about HK $660 million (less dividend adjustment (if any)) for the cancellation of all its equity interests in Agilent. In addition, the investment income from this equity disposal is expected to reach the company’s 2020 annual income
