Securities code: 300048 securities abbreviation: Hiconics Eco-Energy Technology Co.Ltd(300048) No.: 2022-013 Hiconics Eco-Energy Technology Co.Ltd(300048)
Announcement on equity transfer and related party transactions of 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、 Overview of related party transactions
On February 18, 2022, Hiconics Eco-Energy Technology Co.Ltd(300048) (hereinafter referred to as ” Hiconics Eco-Energy Technology Co.Ltd(300048) ” or “the company”) signed the equity transfer agreement of Hangzhou HENGLING Technology Co., Ltd. with Shanghai Shangfeng Group Co., Ltd. (hereinafter referred to as “Shangfeng group”) and Mr. Ye Jinwu Mr. Ye Jinwu and Mr. Li Shunzhang signed the agreement on equity transfer and relevant debt arrangement of Wuhan Hekang Electric Drive Technology Co., Ltd. The company plans to transfer 4% of the equity of Hangzhou HENGLING Technology Co., Ltd. (hereinafter referred to as “Hangzhou Hengling”) to Shangfeng group and its concerted actor, Mr. Ye Jinwu, for RMB 9.52 million. It is proposed to transfer 71.25% of the equity of Wuhan Hekang Electric Drive Technology Co., Ltd. (hereinafter referred to as “electric drive”) to Mr. Li Shunzhang for 1 yuan. After the completion of the above transactions, the company will no longer hold the equity of Hangzhou Hengling and electric drive, and electric drive will no longer be the holding subsidiary of the company and will no longer be included in the scope of the company’s consolidated statements.
In this transaction, Shangfeng group and Mr. Ye Jinwu are shareholders of the company. On November 12, 2021, the company disclosed the “simplified equity change report” on cninfo. Com. Ye Jinwu and Shangfeng group, who acted in concert, were shareholders holding more than 5% of the company’s shares before November 12, 2021. According to article 7.2.6 of the GEM Listing Rules of Shenzhen Stock Exchange (revised in 2020), Shangfeng group is an affiliated legal person of the company and ye Jinwu is an affiliated natural person of the company. This transaction constitutes a connected transaction. The 18th meeting of the 5th board of directors and the 18th meeting of the 5th board of supervisors held by the company on February 18, 2022 considered and adopted the proposal on equity transfer, debt restructuring and related party transactions of subsidiaries.
The independent directors of the company approved the related party transaction in advance and expressed their independent opinions. According to the relevant provisions of the Shenzhen Stock Exchange GEM Listing Rules and the articles of association, this connected transaction does not need to be submitted to the general meeting of shareholders for deliberation. This related party transaction does not constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies, and does not need to be approved by relevant departments.
2、 Basic information and related relationship of the counterparty
1. Basic information
(1) Shanghai Shangfeng Group Co., Ltd
Company name: Shanghai Shangfeng Group Co., Ltd
Nature of enterprise: limited liability company
Unified social credit Code: 913100007354204607
Actual controller: ye Jinwu
Address: No. 918 Liuxiang Road, Jiading District, Shanghai
Legal representative: ye Jinwu
Registered capital: 112 million yuan
Business scope: manufacturing and sales of plastic products, metal products, ceramic products, coatings, electrical machinery and equipment, instruments and meters, industrial investment, China’s trade (except special provisions), rental of self owned houses, technology development, technology transfer in the technical field of plastic products, metal products, ceramic products, coatings, electrical machinery and equipment, instruments and meters Technical consultation and technical services, and engage in the import and export business of goods and technology. [for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments]
(2) Ye Jinwu
ID number: 3303231967****
Address: Yueqing City, Zhejiang Province****
(3) Li Shunzhang
ID number: 4309811981****
Address: Wuhan, Hubei Province****
2. Relationship with the company
As of the date of this announcement, Shangfeng group is an associated legal person of the company and ye Jinwu is an associated natural person of the company.
3. Historical evolution of related parties
Shanghai Shangfeng Group Co., Ltd. was established on January 28, 2002 with a registered capital of 80 million yuan. On May 15, 2015, the registered capital was changed from 80 million yuan to 112 million yuan. On August 19, 2015, the company’s shareholder Ye Yulong withdrew and the new shareholder Ye Jianhong was added. In addition, there are no other significant changes.
4. Equity structure of Fengshang group
Name of shareholder subscribed capital contribution (10000 yuan) shareholding ratio
Ye Jinwu 3561.60 31.80%
Yelun 2654.40 23.70%
Ge Yinhan 1500.80 13.40%
Ye Jinsan 1299.20 11.60%
Ye xuanming 1288.00 11.50%
Ye Jianhong 896.00 8%
Total 11200 100%
Mr. Ye Jinwu is the actual controller of Shanghai Shangfeng Group Co., Ltd.
5. Financial data of Shangfeng group in the last year
Unit: Yuan
Project 2020
Net assets 580044214.67
Operating income 88910642.95
Net profit 360071063.53
6. Other instructions
Shangfeng Group continues to operate in accordance with the law and has relevant payment and performance capacity, and its performance capacity is not subject to major uncertainty.
As of January 31, 2022, the equity transfer amount owed by Shangfeng group to the company was 136 million yuan to be paid, and 41800355 shares of the company were held as the pledge of the debt. At present, the repayment obligation is being fulfilled on schedule. In addition, the company does not provide guarantee, financial assistance and entrusted financial management for Shangfeng group, Mr. Ye Jinwu and Mr. Li Shunzhang, nor does it occupy the funds of listed companies; The company does not provide financial assistance in disguised form in the form of operating capital transactions.
After verification, Shangfeng group, Mr. Ye Jinwu and Mr. Li Shunzhang are not dishonest Executees.
3、 Basic information of the transaction object
1. Hangzhou HENGLING Technology Co., Ltd
(1) Basic information
Company name: Hangzhou HENGLING Technology Co., Ltd
Enterprise type limited liability company
Unified social credit code 91330106328147102p
Subscribed capital contribution 12901442
Registered address: rooms 1901, 1902, 1903 and 1904, Yuesheng International Center, ningwei street, Xiaoshan District, Hangzhou, Zhejiang
Legal representative: Huang Yingsheng
Date of establishment: April 30, 2015
General items: technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Wholesale of electronic components; Retail of electronic components; Wholesale of computer software, hardware and auxiliary equipment; Retail of computer software, hardware and auxiliary equipment; Sales of electronic products; Sales of instruments and meters (except for the items subject to approval according to law, the business scope activities shall be carried out independently according to law with the business license). Licensed projects: Class II value-added telecommunications services; Import and export of goods; Technology import and export (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments, and the specific business projects shall be subject to the approval results). Operating with branches: general items: manufacturing of intelligent vehicle mounted equipment; Manufacturing of navigation terminal; Manufacturing of other electronic devices; Manufacturing of electronic components (except for projects subject to approval according to law, business activities shall be carried out independently according to law with business license).
(2) Ownership structure
Name of shareholder subscribed capital contribution (10000 yuan) shareholding ratio
Hangzhou Hengling cornerstone technology partnership (limited partnership) 668.1601 51.7896%
Huang Yingsheng 251.4607 20.0675%
Shenzhen Zhengxuan Qianhai growth technology investment fund (limited partnership) 92.6660 7.1826%
Hangzhou jinxinggu venture capital partnership (limited partnership) 87.9100 6.8140%
He Jianzhong 75.0899 5.8203%
Hangzhou Xinbei equity investment partnership (limited partnership) 54.9500 4.2592%
Hiconics Eco-Energy Technology Co.Ltd(300048) 51.6057 4.0000%
Shenzhen Zhengxuan Hengling investment partnership (limited partnership) 8.3018 0.6435%
Total 1290.1442 100%
(3) Key financial data
Unit: 10000 yuan
The third quarter of 2021 and the year of 2020
Total assets 5249.15 5283.53
Total liabilities 2150.16 2129.61
Accounts receivable 1797.03 2171.07
Net assets 3098.99 3153.92
Operating income 1420.74 2504.76
Operating profit -353.79 -542.34
Net profit -228.36 -327.40
Net operating cash flow -556.90 -72.77
Note: the financial data of 2020 has been audited, and the financial data of the third quarter of 2021 has not been audited.
Hangzhou Hengling’s non recurring profits and losses include: the government subsidy obtained in 2020 was 2.2193 million yuan. In the third quarter of 2021, a government subsidy of 1059700 yuan was obtained.
(4) The subject matter of the transaction has no major disputes, litigation or arbitration involving relevant assets, and there are no judicial measures such as sealing up and freezing. It is not a person subject to dishonesty.
(5) All shareholders of Hangzhou Hengling
