Securities code: 002635 securities abbreviation: Suzhou Anjie Technology Co.Ltd(002635) Announcement No.: 2022-008
Suzhou Anjie Technology Co.Ltd(002635)
About the wholly-owned subsidiary Suzhou Anjie Technology Co.Ltd(002635) (Hong Kong) Co., Ltd
Announcement on the proposed disposal of the equity of its participating company
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, Agilent Industry Co., Ltd. (hereinafter referred to as Agilent industry), a joint-stock company of Suzhou Anjie Technology Co.Ltd(002635) (Hong Kong) Co., Ltd. (hereinafter referred to as “Agilent industry”), a wholly-owned subsidiary of Suzhou Anjie Technology Co.Ltd(002635) (hereinafter referred to as ” Suzhou Anjie Technology Co.Ltd(002635) ” or “the company”), and Agilent Meiwei Electronics (Xiamen) Co., Ltd. (hereinafter referred to as “Agilent Meiwei”) jointly issued the proposal for the joint offerors to privatize Agilent Industrial Co., Ltd. in accordance with Article 673 of the Company Ordinance with preconditions and the proposal to revoke the listing status of Agilent Industrial Co., Ltd., establish an independent board Committee and resume trading According to the announcement, Amway industry and Amway Meiwei plan to privatize Amway industry by canceling the shares of Amway industry other than the shares held by Amway industry and Amway Meiwei (hereinafter referred to as “plan shares”). If Agilent’s privatization plan is implemented, Agilent industry will apply to the stock exchange of Hong Kong Limited (hereinafter referred to as “the stock exchange of Hong Kong”) for the cancellation of the listing status of all Agilent’s shares on the stock exchange of Hong Kong. When the privatization plan of Agilent industry takes effect, the joint offerors Amway industry and Agilent Meiwei will pay the cancellation price of HK $1.82 per share (less dividend adjustment (if any)) to the shareholders of Agilent industry holding the plan shares in cash.
As of the date of this announcement, Hong Kong Anjie held 200 million H shares of Agilent industry in the Hong Kong stock exchange, accounting for 13% of the total shares of Agilent industry. The above-mentioned companies held the shares of Agilent industry at a cost of HK $1.5 per share, with a total cost of HK $300 million. According to the disclosed Agilent industrial privatization plan, if the Agilent industrial privatization plan is implemented, Hong Kong Anjie will receive a total cancellation price of HK $364 million (less dividend adjustment (if any)).
In this disposal, there is no mortgage, pledge or other third-party rights, no major disputes, litigation or arbitration, and no judicial measures such as seizure and freezing. After the privatization plan of Agilent came into effect, Hong Kong Agilent will no longer hold the equity of Agilent industry.
2. Deliberations of the board of directors
On February 17, 2022, the company held the 35th meeting of the Fourth Board of directors to consider and approve the proposal on the proposed disposal of equity of its joint-stock company by the wholly-owned subsidiary Suzhou Anjie Technology Co.Ltd(002635) (Hong Kong) Co., Ltd. the board of directors of the company agreed that Hong Kong Anjie would dispose of its 200 million shares of anjieli industry according to the privatization plan of anjieli industry, Accept the equivalent transaction terms of Agilent industrial share cancellation price of HK $1.82 per share (less dividend adjustment (if any)). At the same time, the board of directors of the company agrees that Hong Kong Anjie or its authorized representative will vote in favor of the matters related to the Agilent industrial privatization plan at the future Agilent court meeting and the special general meeting of shareholders. The board of directors of the company authorizes the management of the company to sign relevant legal documents and handle relevant matters according to the relevant arrangements of the transaction of the Agilent industrial privatization plan.
3. This transaction does not constitute a related party transaction, nor does it constitute a major asset reorganization, so it does not need to be submitted to the general meeting of shareholders of the company for deliberation.
2、 Basic information of the target company
Chinese Name: anjili Industrial Co., Ltd
English Name: AKM Industrial Company Limited
Listed company code: 01639 HK (listed in Hong Kong)
Total issued shares: 1538237500
Date of establishment: December 9, 1993
Enterprise type: limited liability company
Registered address: room 2708-11, 27th floor, west block, Shun Tak Centre, 168-200 Connaught Road Central, Hong Kong
Registration certificate: Hong Kong Company No. 456860
Business scope: manufacturing and selling flexible circuit boards, flexible packaging substrates and their components for various electronic products.
Major shareholders: Amway industry holds 36.01% of the issued shares of Amway industry; Goertek Inc(002241) (hereinafter referred to as ” Goertek Inc(002241) “) holds 23.64% of the issued shares of Agilent industry through its wholly-owned subsidiary, Hong Kong goltech Co., Ltd. (hereinafter referred to as “Hong Kong gol”)
The company Hong Kong Anjie holds 13% of the issued shares of anjili industry.
Main financial data:
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.
3、 Basic information of joint offerors
(I) basic information of the joint offeror Amway Industrial Co., Ltd
English Name: alpha luck Industrial Limited
Date of establishment: July 30, 1991
Registered address: room 2708-11, 27th floor, west block, Shun Tak Centre, 168-200 Connaught Road Central, Hong Kong
Business scope: investment holding
Main 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
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.
Amway industries does not belong to the dishonest executee. The company exists in accordance with the law, operates normally, is in good financial condition and has good performance ability.
Amway industries has no relationship with the company, shareholders holding more than 5% of the company and directors, supervisors and senior managers of the company.
(II) basic information of the joint offeror anjili Meiwei Electronics (Xiamen) Co., Ltd
Date of establishment: December 30, 2019
Registration address: No. 530, South Songyu Road, Fujian Free Trade Zone, Xiamen, China
Legal representative: Xiong Zhengfeng
Registered capital: 4.5 billion yuan
Business scope: optoelectronic devices and other electronic devices manufacturing; 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.
Main 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
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.
Agilent Melville is not a dishonest person. The company exists according to law and operates normally.
Agilent Meiwei has no relationship with the company, shareholders holding more than 5% of the company and directors, supervisors and senior managers of the company.
4、 Pricing policy and basis of this transaction
The cancellation price under this transaction is determined on a commercial basis after comprehensively considering the transaction price of relevant shares on the stock exchange and referring to comparable companies in the same industry listed in Hong Kong.
5、 Independent opinions of independent directors
