Securities code: 300656 securities abbreviation: Shenzhen Minde Electronics Technology Ltd(300656) Announcement No.: 2022-018 Shenzhen Minde Electronics Technology Ltd(300656)
Announcement on capital increase and related party transactions to Zhejiang Guangxin Microelectronics Co., Ltd
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.
Shenzhen Minde Electronics Technology Ltd(300656) (hereinafter referred to as “the company” or “the company”) held the 10th meeting of the third board of directors and the 9th meeting of the third board of supervisors on February 19, 2022, deliberated and adopted the proposal on capital increase and related party transactions to Zhejiang Guangxin Microelectronics Co., Ltd, The company plans to use RMB 150 million in cash to increase the capital of Zhejiang Guangxin Microelectronics Co., Ltd. (hereinafter referred to as “Zhejiang Guangxin microelectronics” or “target company” or “Party C”) and sign relevant agreements. This transaction constitutes a related party transaction. The relevant information is hereby announced as follows:
1、 Overview of related party transactions
1. In order to further deepen the strategic layout of the company’s semiconductor industry chain, strengthen the safety and stability of the company’s power semiconductor industry supply chain, improve the product development efficiency of the company’s power semiconductor design business, and create a smart IDM ecosystem of the power semiconductor industry chain, Shenzhen Minde Electronics Technology Ltd(300656) plans to increase the capital of Zhejiang Guangxin Microelectronics by 150 million yuan, which comes from the company’s own funds. Shenzhen Minde Electronics Technology Ltd(300656) currently holds 21.4286% of the equity of Zhejiang Guangxin microelectronics. The capital increase is 150 million yuan, of which 13.636354 million yuan is included in the paid in capital of the target company, and the remaining 136.363646 million yuan is included in the capital reserve of the target company. After the capital increase is completed, Shenzhen Minde Electronics Technology Ltd(300656) will hold 48.8372% of the equity of Zhejiang Guangxin microelectronics.
2. Xie Gang, other shareholder of Zhejiang Guangxin Microelectronics (hereinafter referred to as “Party B”), waives the preemptive right for this capital increase.
3. According to the accounting standards for Business Enterprises No. 36 – disclosure of related parties, Zhejiang Guangxin Microelectronics Co., Ltd. is an associated enterprise, and this transaction is a related party transaction.
4. This transaction does not constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies. This transaction needs to be submitted to the general meeting of shareholders for deliberation, and the related parties interested in the related party transaction will avoid voting.
2、 Basic information of related parties (target company)
1. Overview of related parties (target company)
The main business of Zhejiang Guangxin microelectronics is the foundry business of high-end characteristic process semiconductor wafers. In phase I, it is planned to build a foundry production line with an annual output of 1.2 million 6-inch high-end characteristic silicon-based wafers, so as to meet the growing demand for products in power electronics technology for miniaturized and high-speed power modules, At the same time, the development of high-energy and high-speed devices suitable for high-capacity power supply and intelligent power module is carried out.
Wafer foundry is the core link of the semiconductor industry chain. Due to the heavy assets and high technical barriers of wafer foundry, more and more semiconductor design companies entrust professional wafer foundry for production, and the wafer foundry market has broad prospects.
The basic information of Zhejiang Guangxin microelectronics is as follows:
Project content
Zhejiang Guangxin Microelectronics Co., Ltd
Enterprise type limited liability company
Unified social credit code 91331100ma7ar3lt51
Building 15, international car city, 309 Lvgu Avenue, nanmingshan street, Liandu District, Lishui City, Zhejiang Province, registered address
11th floor – 239
Legal representative: Xie Gang
The registered capital is 25.4555 million yuan
Paid in capital: 5.4555 million yuan
Date of establishment: October 9, 2021
Business term: October 9, 2021 to long term
General projects: research and development of electronic special materials; Manufacturing of special electronic materials; Sales of electronic special materials; Technical services, technical development, technical consultation, technical exchange, technology transfer, technical business scope and technical promotion (except for projects subject to approval according to law, business activities shall be carried out independently according to law with business license). Licensed items: technology import and export; Import and export of goods (for items that must be approved according to law, business activities can be carried out only after being approved by relevant departments, and the specific business items shall be subject to the approval results).
2. Equity structure of related parties (target company)
Before this transaction, the equity structure of Zhejiang Guangxin microelectronics was as follows:
No. name of shareholder (name) registered capital (10000 yuan) shareholding ratio
1 Xie Gang 2000.0000 78.5714%
2 Shenzhen Minde Electronics Technology Ltd(300656) 545.4555 21.4286%
Total 2545.4555 100.00%
After this transaction, the equity structure of Zhejiang Guangxin microelectronics is as follows:
No. name of shareholder (name) registered capital (10000 yuan) shareholding ratio
1 Xie Gang 2000.0000 51.1628%
2 Shenzhen Minde Electronics Technology Ltd(300656) 1,909.0909 48.8372%
Total 3909.0909 100.00%
3. Financial status of related parties (target company)
The target company Zhejiang Guangxin microelectronics is still in the project construction stage and has not been put into operation, so it has not yet formed sales revenue. The main financial data of Zhejiang Guangxin microelectronics in 2021 are as follows:
Unit: RMB
Project 2021 (audited)
Operating income-
Operating profit -436465.46
Total profit -436465.46
Net profit -436465.46
Project December 31, 2021 (audited)
Total assets 19879735.55
Total liabilities 316201.01
Net assets 19563534.54
Note: the financial data of Zhejiang Guangxin microelectronics in 2021 was audited by Lixin Certified Public Accountants (special general partnership) and issued the audit report (xksbz [2022] No. za50104).
4. Ownership description of related parties (target company)
Zhejiang Guangxin microelectronics has 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 have been taken. There are no provisions restricting shareholders’ rights other than laws and regulations in the articles of association or other documents. Zhejiang Guangxin microelectronics is not a dishonest person.
3、 Previous transactions
On October 16, 2021, the company held the seventh meeting of the third board of directors, deliberated and approved the proposal on increasing capital and equity participation in Zhejiang Guangxin Microelectronics Co., Ltd. and foreign investment, and increased the capital of Zhejiang Guangxin Microelectronics by 60 million yuan at the valuation of 220 million yuan before the investment. After the capital increase, the company held 21.4286% equity of Zhejiang Guangxin microelectronics. The equity transfer of Zhejiang Guangxin microelectronics has been completed, and the industrial and commercial registration of equity change has been completed in the local industrial and commercial department. At the same time, the company has also paid the capital increase in accordance with relevant agreements. For details, please refer to the announcement on capital increase and shareholding in Zhejiang Guangxin Microelectronics Co., Ltd. and foreign investment (Announcement No.: 2021-093) disclosed by the company on cninfo.com on October 16, 2021, And the announcement on the project progress of capital increase and equity participation in Zhejiang Guangxin Microelectronics Co., Ltd., completion of industrial and commercial change registration and payment of capital increase (Announcement No.: 2022-008) disclosed on cninfo.com on January 12, 2022.
4、 Pricing basis of related party transactions
Comprehensively considering the value of technology, market, team, implementation experience and resources currently owned by the target company, and referring to the valuation of the target company with Party A’s previous capital increase, as well as the market valuation of wafer foundry enterprises and other factors, based on the principles of fairness, equality and mutual benefit, It is determined that the pre investment valuation of the target company is RMB 280 million (among which Xie Gang promised to complete the paid in registered capital of RMB 20 million on December 31, 2030).
5、 Main contents of the agreement
1. Capital increase amount
All parties agreed through consultation that based on the pre investment valuation of the target company of 280 million yuan, Party A will increase the capital of the target company with 150 million yuan, and hold 48.8372% equity of the target company after the capital increase. The target company plans to increase the registered capital by 13.636354 million yuan. Of the 150 million yuan increased by Party A, 13.636354 million yuan is included in the paid in capital of the target company, and the remaining 136.363646 million yuan is included in the capital reserve of the target company.
2. Payment of capital increase
2.1 before Party A pays the capital increase, Party B shall ensure to complete the following matters:
(1) The resolution on the capital increase of the target company has been approved by the corresponding authority of the target company and has come into force. Party B waives the preemptive right to the capital increase;
(2) This agreement has been validly and properly signed by the relevant parties;
(3) The target company has opened a special bank account required for this capital increase in a commercial bank recognized by all parties;
(4) From the signing date of this agreement to the date when Party A pays the capital increase, there is no event that has a significant adverse impact on the financial status, operating results, assets, business and other major adverse effects of the target company;
(5) Party B shall perform and abide by all obligations and commitments under this agreement in all major aspects, and all information and materials provided to Party A are true, complete, legal and effective. 2.2 payment method
On the premise of meeting the above payment conditions, Party A will complete the investment payment in installments before December 31, 2022. The installment payment of the above capital increase will ensure the project construction progress and normal operating capital needs of the target company. The specific payment arrangement shall be determined by Party A and the target company through negotiation.
Capital increase supervision
In view of the time required for the construction of the internal governance and internal control system in the initial stage of the establishment of the target company, in order to ensure the compliance and rationality of the use of the capital increase of RMB 150 million in this transaction, all parties agree that Party A will pay the capital increase of RMB 150 million in installments to the special bank account jointly designated by all parties, and Party A will appoint a special person to supervise the use of the funds in this account, Until the capital increase of 150 million yuan is fully paid.
3. Guarantee and commitment
3.1 each party to the agreement undertakes that each party has the right and capacity to enter into and perform this agreement, or has obtained all necessary authorizations, and guarantees that this agreement can be legally binding on each party. 3.2 the capital increase shall be used for the project construction, production and operation of the target company and supplement the working capital of the target company, and shall not be used for other purposes.
3.3 Party B promises that it will complete its obligation to pay 20 million registered capital in Party C before December 31, 2030.
3.4 after this capital increase, Party A holds 48.8372% of the equity of Party C, which is a joint-stock subsidiary of Party A. Party C shall set up a board of directors with three members, and Party A has the right to elect one director,
