Securities code: 002993 securities abbreviation: Dongguan Aohai Technology Co.Ltd(002993) Announcement No.: 2022-008 Dongguan Aohai Technology Co.Ltd(002993)
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.
Special tips:
There is uncertainty in participating in the capital increase by public listing. The company will timely perform the obligation of information disclosure according to the follow-up progress of the transaction and the relevant provisions of relevant laws and regulations and the articles of association. Please pay attention to investment risks.
1、 Transaction overview
Dongguan Aohai Technology Co.Ltd(002993) (hereinafter referred to as "the company") held the 10th meeting of the second board of directors on October 7, 2021, deliberated and adopted the proposal on the company's planning to acquire part of the equity and increase capital of Zhixin Control System Co., Ltd. On December 15, 2021, the company signed the investment agreement on Zhixin Control System Co., Ltd., obtained 35% equity of Zhixin Control System Co., Ltd. (hereinafter referred to as "Zhixin control"), and completed the industrial and commercial change procedures on December 22, 2021.
Zhixin control was publicly listed on the capital increase project of Shanghai United equity exchange at the end of January 2022 (Project No.: g62022sh1000009). 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 participating in the capital increase and equity participation of Zhixin Control System Co., Ltd. and related party transactions, and agreed that the company plans to participate in the bidding with its own funds not exceeding 200 million yuan. The final price of the bidding will be subject to the bidding results, There is still some uncertainty in the bidding results.
According to article 6.3.10 (I) of the stock listing rules of Shenzhen Stock Exchange (revised in 2022), except that it is difficult to form a fair price through bidding and auction. " The company hereby applies to Shenzhen stock exchange for exemption and submits the above proposal to the general meeting of shareholders for deliberation and approval. Therefore, the matter has been exempted and does not need to be submitted to the general meeting of shareholders for deliberation. This transaction constitutes a related party transaction, but 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 of the counterparty
1. Shenzhen Hangsheng new energy Co., Ltd
Company name: Shenzhen Hangsheng new energy Co., Ltd
Date of establishment: May 10, 2016
Unified social credit Code: 91440300ma5dcc0u1l
Type: limited liability company
Legal representative: Yang Hong
Registered capital: 50 million yuan
Registered address: floor 3, building a, Hangsheng Industrial Park, No. 39, Fuyuan 1st Road, Fuyong street, Bao'an District, Shenzhen business scope: general business items: development and sales of new energy vehicle electronic control system products; Import and export of goods and technology. (except for projects prohibited by laws, administrative regulations and decisions of the State Council, restricted projects can be operated only after obtaining permission)
Shenzhen Hangsheng new energy Co., Ltd. holds 15% equity of Zhixin Control System Co., Ltd.
2. Zhixin Technology Co., Ltd
Enterprise name: Zhixin Technology Co., Ltd
Date of establishment: September 17, 2019
Unified social credit Code: 91420000ma49b0ml47
Type: joint stock limited company (invested by unlisted and foreign-invested enterprises)
Legal representative: Yang Shouwu
Registered capital: 1 billion yuan
Registered address: No. 339, zhuanyang Avenue, Wuhan Economic and Technological Development Zone
Business scope: research, development, production and sales of electric vehicles and electric vehicles; Clean fuel vehicles, sales, maintenance and services; Sales of mechanical and electrical products, hardware and electrical products, steel products and chemical products (excluding hazardous chemicals and chemicals restricted by the state); Application software services, mobile intelligent software, electronic products, computer network technology and computer system integration; Power supply; Charging service; Booking a taxi online; Road general cargo transportation; Ordinary road passenger transport. (if the project involves licensed operation, it can be operated only after obtaining the permission of relevant departments)
Zhixin Technology Co., Ltd. holds 50% equity of Zhixin Control System Co., Ltd.
3、 Basic information of related party transactions
1. Zhixin Control System Co., Ltd
Enterprise name: Zhixin Control System Co., Ltd
Date of establishment: September 22, 2017
Unified social credit Code: 91420100ma4kwl7w0n
Type: other limited liability companies
Legal representative: Yang Shouwu
Registered capital: 100 million yuan
Registered address: plant 1, No. 339, zhuanyang Avenue, Wuhan Economic and Technological Development Zone
Business scope: R & D, manufacturing, sales and technical consulting services of automotive control system products; Car Rental; Mechanical equipment leasing; Labor services; Import and export of goods or technologies (excluding those prohibited by the state or involving administrative examination and approval); Quality inspection and technical services. (if the project involves licensed operation, it can be operated only after obtaining the permission of relevant departments)
Zhixin control's main business: R & D, production and sales of new energy vehicle control system products.
The main products of Zhixin control are new energy vehicle vehicle controller (VCU), battery management system (BMS), motor controller (MCU), engine ECU, gateway and other products and technical consulting services.
2. Form of capital increase: cash contribution
3. Ownership structure
Before this capital increase, the equity structure of Zhixin control is as follows:
No. shareholder name registered capital (10000 yuan) shareholding ratio (%)
1 Zhixin Technology Co., Ltd. 5000 50
2 Dongguan Aohai Technology Co.Ltd(002993) 3,500 35
3 Shenzhen Hangsheng new energy Co., Ltd. 1500 15
Total 10000 100
4. Financial data of the target company in the latest year and the latest period
Unit: 10000 yuan
December 31, 2021 December 31, 2020
Total assets 40708.05 29853.02
Net assets 459.53 1818.99
Project: January December 2021 January December 2020
Operating income 28457.39 10524.59
Net profit -1348.83 -5778.36
Note: the above data of 2020 have been audited, but the data of 2021 have not been audited.
4、 Impact on the company
Zhixin Control System Co., Ltd. is a competitive supplier of new energy vehicle control system products. The company's participation in the capital increase project is conducive to the company's expansion of business in the field of new energy vehicles, promoting the company's strategic layout in the field of new energy vehicles, strengthening the company's competitiveness in the field of new energy vehicles, enhancing the company's sustainable development ability, which is in line with the company's development strategy.
5、 Risk tips
There is uncertainty in participating in the capital increase by public listing. The company will timely perform the obligation of information disclosure according to the follow-up progress of the transaction and the relevant provisions of relevant laws and regulations and the articles of association. Please pay attention to investment risks.
6、 Review procedures and special opinions
1. Prior approval opinions of independent directors
The company's participation in the capital increase of Zhixin Control System Co., Ltd. is funded by its own funds, which will not have a significant adverse impact on the company's production and operation. 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 participating in the capital increase and shareholding company Zhixin Control System Co., Ltd. and related party transactions to the board of directors of the company for deliberation.
2. Opinions of independent directors
The company's participation in the capital increase project of new control system Co., Ltd. meets the needs of the company's business development and will not have a significant adverse impact on the financial status, 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 participating in the capital increase and shareholding company Zhixin Control System Co., Ltd. and related party transactions.
3. Opinions of the board of supervisors
After review, the board of supervisors believes that the company's participation in the capital increase project of Zhixin Control System Co., Ltd. is conducive to the company's business expansion, enhance the company's market competitiveness and improve the company's operating efficiency. The decision-making procedure of the connected transaction complies with the company law, the Listing Rules of Shenzhen Stock Exchange, the articles of association and other relevant provisions. The board of supervisors agreed to the proposal on participating in the capital increase and shareholding company Zhixin Control System Co., Ltd. and related party transactions.
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 has been exempted and 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.
7、 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 participating in the capital increase and shareholding company Zhixin Control System Co., Ltd. and related party transactions;
5. Verification opinions of Sinolink Securities Co.Ltd(600109) on participating in capital increase and shareholding company Zhixin Control System Co., Ltd. and related party transactions;
6. Materials related to the application for exemption from the deliberation of the general meeting of shareholders.
It is hereby announced.
Dongguan Aohai Technology Co.Ltd(002993) board of directors February 21, 2022
