Securities code: 000668 securities abbreviation: Rongfeng Holding Group Co.Ltd(000668) Announcement No.: 2022-016 Rongfeng Holding Group Co.Ltd(000668)
Announcement on abandoning the preemptive right of equity of holding subsidiaries (after supplement)
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、 Overview of waiver
1. Rongfeng Holding Group Co.Ltd(000668) (hereinafter referred to as “the company”) Mr. Ning Yongchao, the shareholder of Anhui Weiyu Medical Device Technology Co., Ltd. (hereinafter referred to as “Weiyu medical”), the holding subsidiary of Rongfeng Holding Group Co.Ltd(000668) (hereinafter referred to as “the company”), intends to transfer all the 12.62% equity of Weiyu medical to his spouse Ms. Liao Xiaoye, and the company intends to waive the preemptive right enjoyed in this equity transfer.
2. The company directly holds 33.74% of the equity of Weiyu medical and exercises the voting rights corresponding to 76.65% of the shares of Weiyu medical.
3. The company held the 12th meeting of the 10th board of directors on February 14, 2022, and deliberated and adopted the proposal on abandoning the preemptive right of equity of subsidiaries with 7 affirmative votes, 0 negative votes and 0 abstention votes. According to the relevant provisions of the Listing Rules of Shenzhen Stock Exchange, this matter still needs to be deliberated and approved by the general meeting of shareholders.
4. This waiver of preemptive rights does not constitute a related party transaction or a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies.
2、 Basic information of all parties
(I) basic information of Transferor
1. Name of natural person: Ning Yongchao
2. Address: Furong district, Changsha City, Hunan Province
3. Employer: Chairman and general manager of Anhui Weiyu Medical Device Technology Co., Ltd
4. After inquiry, Ning Yongchao does not belong to the dishonest executee.
(II) basic information of the transferee
1. Name of natural person: Liao Xiaoye
2. Address: Furong district, Changsha City, Hunan Province
3. Upon inquiry, Liao Xiaoye does not belong to the person subject to execution for dishonesty.
3、 Basic information of the subject matter involved
(I) subject matter of transaction
The subject matter of this transaction is the 12.62% equity of Weiyu medical held by Ning Yongchao, and other shareholders of Weiyu medical give up the preemptive right.
(II) basic information of the transaction object
1. Company Name: Anhui Weiyu Medical Device Technology Co., Ltd
2. Enterprise type: other limited liability companies
3. Registered address: East area, second floor, science and technology incubator 2# plant, Jiangbei industrial concentration zone, Anhui Province
4. Date of establishment: April 18, 2017
5. Legal representative: Ning Yongchao
6. Registered capital: RMB 11885546825
7. Unified social credit Code: 91340200ma2nj90h9l
8. Business scope: R & D, production and sales of class I medical devices, class II medical devices and class III medical devices; Technical development, technical consultation, technical service and technology transfer of medical devices, electromechanical equipment, photoelectric equipment and electromechanical engineering; Self operated and acting as an agent for the import and export of various commodities and technologies (except for the commodities and technologies limited or prohibited by the state); R & D, production, sales and installation of electromechanical equipment and photoelectric equipment; Construction of electromechanical engineering, security engineering, electronic and intelligent engineering; Research and development of computer information technology, network technology and Biotechnology; Computer system integration; Supply chain management, logistics scheme design, logistics information consulting; Business information consultation, medical information consultation (except medical diagnosis), health information consultation (except medical diagnosis); Repair and maintenance of medical equipment; Sales of instruments and meters, sports equipment, cosmetics, health food, electronic products, kitchen appliances, household appliances and household products; Sales of biological products, metal products and information chemicals, sales of medical teaching models, sales of disinfection supplies (except hazardous chemicals), sales of computer software and computer application electronic equipment, sales of textile products, medical staff protective articles, non-medical masks and ambulances. (unless the above business scope involves pre license). (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
9. Equity structure before and after equity transfer
Before and after transfer
No. name of shareholder subscribed capital contribution subscribed capital contribution
Shareholding ratio of (10000 yuan) (10000 yuan)
1 Rongfeng Holding Group Co.Ltd(000668) 4,010.0366 33.74% 4,010.0366 33.74%
2 Changsha Wenchao 3400 28.61%
3 Xinyu nading 1700 14.30%
4 ningyong super 1500 12.62% 0%
5 Liao Xiaoye 0% 1500 12.62%
6 agricultural high-tech investment 1020.4082 8.58%
7 Hubei high tech investment 255.102 2.15%
Total 11885.5468 100%
10. Ownership of the subject matter of the transaction: the ownership of the subject matter is clear, there is no mortgage, pledge or other third-party rights and any other restrictions on transfer, there is no major dispute, litigation or arbitration involving relevant equity, there are no judicial measures such as seizure and freezing, and there are no other circumstances that hinder the transfer of ownership. 11. Financial data:
As of December 31, 2021 (Unaudited), Weiyu medical has total assets of 1421601230.56 yuan, total liabilities of 490734383.89 yuan, net assets of 930866846.67 yuan, operating income of 1127786040.31 yuan, total profit of 124299792.94 yuan and net profit of 93257555.38 yuan.
12. After inquiry, Weiyu medical is not a dishonest executee.
4、 Pricing policy and basis for waiver of rights
The transfer of the subject equity from Mr. Ning Yongchao to his spouse, Ms. Liao Xiaoye, is a re registration arrangement for the common property within the husband and wife. Unlike ordinary market behavior, the transferee and the transferor agreed to determine the transfer price of the subject equity according to Mr. Ning Yongchao’s original contribution of 15 million yuan to Weiyu medical treatment.
5、 Reasons and effects of waiver
The company’s intention to waive the preemptive right is based on the actual situation that this equity transfer is a re registration arrangement of family property rather than ordinary market behavior, and comprehensively considering the overall transformation rhythm of the company and the cooperative relationship with Mr. Ning Yongchao, an important operation manager of Weiyu medical.
According to the net asset appraisal value of 1.109 billion yuan (the benchmark date of appraisal is December 31, 2020) when the listed company carries out major asset restructuring, the value of the subject equity of this transfer is 140 million yuan, which is much higher than the transfer price of 15 million yuan determined by the transferee and the transferor through negotiation. If the listed company does not give up the preemptive right, the transferor is bound to cancel the transfer, and it is impossible for the listed company to acquire the underlying equity at the price of 15 million yuan. After giving up the preemptive right, the shareholding ratio of the company to Weiyu medical remains unchanged, the scope of the company’s consolidated statements has not been changed, and there is no adverse impact on the company’s sustainable operation ability, profit and loss and asset status. At the same time, the transferee, Ms. Liao Xiaoye, promises not to transfer or mortgage the subject equity of the transferee, which will not damage the interests of the listed company. Therefore, we believe that the waiver of preemptive rights by listed companies has no negative impact on the company.
6、 Documents for future reference
1. Resolution of the 12th meeting of the 10th board of directors of the company
2. Letter of commitment
It is hereby announced
Rongfeng Holding Group Co.Ltd(000668) board of directors February 18, 2002
