Securities code: 002993 securities abbreviation: Dongguan Aohai Technology Co.Ltd(002993) Announcement No.: 2022-011 Dongguan Aohai Technology Co.Ltd(002993)
About the acquisition of 100% equity of Shenzhen feiyouque New Energy Technology Co., Ltd
And related party transactions
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
Dongguan Aohai Technology Co.Ltd(002993) (hereinafter referred to as "the company") held the 12th meeting of the second board of directors and the 11th meeting of the second board of supervisors on February 18, 2022, deliberated and adopted the proposal on acquiring 100% equity and related party transactions of Shenzhen feiyouque New Energy Technology Co., Ltd, Hubei Dongguan Aohai Technology Co.Ltd(002993) Co., Ltd., a wholly-owned subsidiary of the company, plans to acquire Shenzhen feiyouque New Energy Technology Co., Ltd. (hereinafter referred to as the "target company") with its own capital of no more than 1652400 yuan.
On February 18, 2022, Hubei Dongguan Aohai Technology Co.Ltd(002993) Co., Ltd. (hereinafter referred to as "Hubei Aohai"), a wholly-owned subsidiary of the company, signed the equity transfer agreement with Shenzhen Dongguan Aohai Technology Co.Ltd(002993) Co., Ltd. (hereinafter referred to as "Shenzhen Aohai") and Shenzhen feiyouque investment partnership (limited partnership) (hereinafter referred to as "feiyouque investment"), Hubei Aohai transferred 83% equity of the target company held by Shenzhen Aohai and 17% equity of the target company held by feiyouque investment with its own capital of 1.6524 million yuan; After the equity transfer is completed, Hubei Aohai holds 100% equity of the target company.
As one of the shareholders of the target company is the controlling shareholder of Shenzhen Aohai company, the acquisition constitutes a related party transaction. According to the Listing Rules of Shenzhen Stock Exchange, the articles of association and other relevant provisions, this connected 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. This connected transaction does not constitute a transaction and does not need to be approved by relevant departments.
2、 Basic information of the counterparty
1. Shenzhen Dongguan Aohai Technology Co.Ltd(002993) Co., Ltd
Company name: Shenzhen Dongguan Aohai Technology Co.Ltd(002993) Co., Ltd
Date of establishment: December 7, 2007
Unified social credit Code: 91440300670004086q
Type: limited liability company (sole proprietorship of natural person)
Legal representative: Liu Lei
Registered capital: RMB 2010 million
Registered address: D, 9th floor, Nanyuan maple leaf building, No. 1088, Nanshan Avenue, Nanshan street, Nanshan District, Shenzhen
Business scope: general business items are: investment and establishment of industries (specific items will be reported separately), China trade, car leasing, house leasing (except for the items prohibited by the above laws, administrative regulations and the decision of the State Council, and the restricted items can be operated only after obtaining a license). The licensed business items are: General freight transportation.
Shenzhen Aohai holds 83% equity of the target company.
2. Shenzhen feiyouque investment partnership (limited partnership)
Enterprise name: Shenzhen feiyouque investment partnership (limited partnership)
Date of establishment: November 14, 2019
Unified social credit Code: 91440300ma5fxlkjxg
Type: limited partnership
Executive partner: Shenzhen Dongguan Aohai Technology Co.Ltd(002993) Co., Ltd
Registered capital: 5.1 million yuan
Registered address: 9D, Nanyuan maple leaf building, No. 1088, Nanshan Avenue, Dengliang community, Nanshan street, Nanshan District, Shenzhen
Business scope: general business items are: investment and establishment of industries (specific items will be reported separately); Project investment (specific projects will be reported separately); Investment consultation (excluding restricted projects).
Feiyouque investment holds 17% equity of the target company.
3、 Basic information of the target company
Enterprise name: Shenzhen feiyouque New Energy Technology Co., Ltd
Date of establishment: June 22, 2017
Unified social credit Code: 91440300ma5el11q5l
Type: limited liability company
Legal representative: Liu Lei
Registered capital: 30 million yuan
Registered address: 9D, Nanyuan maple leaf building, No. 1088, Nanshan Avenue, Nanshan street, Nanshan District, Shenzhen
Business scope: general business items are: R & D and sales of power modules of electric vehicle charging equipment. 2. Ownership structure
Before the signing of this transfer agreement, the equity structure of the subject company is as follows:
No. shareholder name registered capital (10000 yuan) shareholding ratio (%)
1 Shenzhen Dongguan Aohai Technology Co.Ltd(002993) Co., Ltd. 2490 83
2 Shenzhen feiyouque investment partnership 510 17
Industry (limited partnership)
Total 3000 100
3. Key financial data (Unaudited)
Unit: 10000 yuan
Project October 31, 2021 December 31, 2020
Total assets 174.69 175.55
Net assets 165.24 147.41
Project: January October 2021 January December 2020
Operating income 10.62 0
Net profit -182.17 -301.24
4. Pricing basis
Beijing Northking Information Technology Co.Ltd(002987) Yashi Assets Appraisal Office (special general partnership) appraised the value of all shareholders' equity of the subject company and issued the asset appraisal report (Beifang Yashi pingbao Zi [2022] No. 01-022): as of the benchmark date of October 31, 2021, the book value of all shareholders' equity of the subject company was 1652400 yuan and the appraisal value of all shareholders' equity was 1999400 yuan.
In combination with the operation, future profitability and growth of the target company and through negotiation between the company and Shenzhen Aohai and feiyouque investment, the transaction price of this equity transfer is RMB 1652400. 5、 Main contents of equity transfer agreement
Transferor: Shenzhen Dongguan Aohai Technology Co.Ltd(002993) Co., Ltd., Shenzhen feiyouque investment partnership (limited partnership) transferee: Hubei Dongguan Aohai Technology Co.Ltd(002993) Co., Ltd
1. This transaction plan
Hubei Aohai signed the equity transfer agreement with Shenzhen Aohai and feiyouque investment respectively: Hubei Aohai transferred 83% equity of the target company held by Shenzhen Aohai and 17% equity of the target company held by feiyouque investment respectively. After the equity transfer, Hubei Aohai held 100% equity of the target company.
2. Price of equity and payment term and method of transfer payment
Hubei Aohai shall, within 15 days from the effective date of the agreement, pay the equity transfer in a lump sum by bank transfer in the currency and amount specified in the agreement.
3. Liability for breach of contract
3.1 once the agreement comes into force, all parties must consciously perform it. If either party fails to fully perform its obligations in accordance with the provisions of the agreement, it shall be liable in accordance with the provisions of the law and the agreement.
3.2 if the transferee fails to pay the equity transfer payment on time, it shall pay liquidated damages of 0.05% of the overdue part of the transfer payment to the transferor for each overdue day. If losses are caused to the transferor due to the transferee's breach of contract, and the amount of liquidated damages paid by the transferee is lower than the actual losses, the transferee must compensate separately.
3.3 if the transferee fails to handle the change registration on schedule due to the reason of the transferor, or seriously affects the transferee's realization of the purpose of signing the agreement, the transferor shall pay liquidated damages to the transferee according to 0.05% of the transfer amount paid by the transferee to the transferor. If the transferor causes losses to the transferee due to breach of contract, and the amount of liquidated damages paid by the transferor is lower than the actual losses, the transferor must compensate separately.
4. Burden of relevant expenses: the relevant expenses incurred in the process of equity transfer shall be borne by all parties to the transaction.
6、 Impact on the company
The target company is a new energy vehicle charging equipment company that develops and sells products such as DC charging pile and charging module. At present, the key products have been developed and passed the national standard certification, but have not been actually sold. The company's focus is on the acquisition of new energy related products and the promotion of the company's competitiveness in the automotive market, which will be conducive to the company's further development of new energy related products and the enhancement of the company's competitiveness.
After the completion of this transaction, the target company will become a wholly-owned subsidiary of the company and be included in the scope of the company's consolidated statements, which will not have a significant impact on the cash flow, financial status and operating results of the company's daily operation.
7、 Review procedures and special opinions
1. Prior approval opinions of independent directors
The company's acquisition of 100% equity of the target company is funded by its own funds, which will not have a significant adverse impact on the financial status and production and operation of the company and its wholly-owned subsidiaries. The operation process involving connected transactions is standardized, meets the requirements of relevant laws and regulations, does not affect the independence of the company, and does not damage the interests of the company and all shareholders, especially minority shareholders.
Therefore, we unanimously agree to submit the proposal on the acquisition of 100% equity and related party transactions of Shenzhen feiyouque New Energy Technology Co., Ltd. to the board of directors of the company for deliberation.
2. Opinions of independent directors
The company's acquisition of 100% equity of the target company meets the needs of the company's strategic development and will not have a significant adverse impact on the financial status and production and operation of the company and its wholly-owned subsidiaries. This connected transaction complies with the Listing Rules of Shenzhen Stock Exchange, the articles of association and other relevant provisions, and there is no damage to the interests of the company and shareholders.
Therefore, we agree to the proposal on acquiring 100% equity of the target company and related party transactions.
3. Opinions of the board of supervisors
After review, the board of supervisors believes that: the 100% equity of the target company acquired by the company meets the needs of the company's strategic development, the pricing policy and basis of related party transactions are fair and reasonable, and there is no damage to the interests of the company and minority shareholders; The board of supervisors agreed to the proposal on the acquisition of 100% equity and related party transactions of Shenzhen feiyouque New Energy Technology Co., Ltd.
4. Verification opinions of the recommendation institution
After verification, the recommendation institution believes that:
This transaction of the company has been deliberated and approved by the board of directors and the board of supervisors of the company, and the independent directors have expressed their independent opinions with explicit consent. This matter does not need to be submitted to the general meeting of shareholders of the company for deliberation. The company has implemented corresponding decision-making procedures, which comply with relevant laws and regulations.
The recommendation institution has no objection to this transaction.
8、 Documents for future reference
1. Resolution of the 12th meeting of the Dongguan Aohai Technology Co.Ltd(002993) second board of directors;
2. Resolution of the 11th meeting of the Dongguan Aohai Technology Co.Ltd(002993) second board of supervisors;
3. Independent director's independent opinions on matters related to the 12th meeting of the second board of directors;
4. Independent director's prior approval opinions on the acquisition of 100% equity and related party transactions of Shenzhen feiyouque New Energy Technology Co., Ltd;
5. Verification opinions of Sinolink Securities Co.Ltd(600109) on the acquisition of 100% equity and related party transactions of Shenzhen feiyouque New Energy Technology Co., Ltd;
6. Equity transfer agreement;
7. Appraisal report on the value of all equity assets of shareholders of Shenzhen feiyouque New Energy Technology Co., Ltd. involved in Dongguan Aohai Technology Co.Ltd(002993) proposed equity acquisition.
It is hereby announced.
Dongguan Aohai Technology Co.Ltd(002993) board of directors
