Securities code: 002947 securities abbreviation: Suzhou Hengmingda Electronic Technology Co.Ltd(002947) Announcement No.: 2022-034 Suzhou Hengmingda Electronic Technology Co.Ltd(002947)
Announcement on the transfer of some real estate and land and related party transactions by wholly-owned subsidiaries
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
1、 Overview of related party transactions
According to the production and operation plan of Huizhou Suzhou Hengmingda Electronic Technology Co.Ltd(002947) Electronic Technology Co., Ltd. (hereinafter referred to as “Huizhou Suzhou Hengmingda Electronic Technology Co.Ltd(002947) ” or “wholly-owned subsidiary”), a wholly-owned subsidiary of Suzhou Hengmingda Electronic Technology Co.Ltd(002947) (hereinafter referred to as “company”, “Suzhou Suzhou Hengmingda Electronic Technology Co.Ltd(002947) ), The affiliated legal person Guangdong Shengrui New Material Technology Co., Ltd. (hereinafter referred to as “Shengrui new material”) plans to invest in the purchase of 8819 square meters of land use rights and aboveground attached buildings held by Huizhou Suzhou Hengmingda Electronic Technology Co.Ltd(002947) , with a total transfer price of 24.945 million yuan. This transaction constitutes a connected transaction. According to the measures for the administration of major asset restructuring of listed companies, this transaction does not constitute a major asset restructuring.
The company held the 25th meeting of the second board of directors and the 18th meeting of the second board of supervisors on February 21, 2022, deliberated and adopted the proposal on the transfer of part of real estate and land and related party transactions by wholly-owned subsidiaries, and the related directors Jing Jingping, Jing Shiping, Jing Tianping and Xia Chen fulfilled the avoidance voting procedures. According to laws and regulations and the articles of association, this transaction is not a major connected transaction and does not need to be submitted to the general meeting of shareholders for deliberation.
2、 Introduction and relationship of related parties
(I) basic information
Shengrui new material: established on February 14, 2022, the legal representative is Chen Jingyi, the registered capital is RMB 20 million, the registered address is Yanhe Road section (plant) of Huizhou Huiyang Economic Development Zone, and the business scope is new material technology research and development; New material technology promotion services; Production of class I medical devices; Sales of class II medical devices; Non residential real estate leasing; estate management; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Production of protective articles for medical staff (class II medical devices); Production of class II medical devices; Medical mask production; Drug production. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments). Upon inquiry, Shengrui new material does not belong to the dishonest executee.
(II) relationship with listed companies
Affiliated natural person: Jing Jingping holds 7337728 shares of the company, accounting for 4.17% of the total share capital of the company, and works as a director, deputy general manager and Secretary of the board of directors of the company.
Relationship: Jing Jingping holds 75% of Shengrui new materials.
(III) performance capability analysis
Shengrui new material is a legal entity that exists and continues to operate according to law. It has good performance ability and is not a dishonest executee. The shareholder Jing Jingping himself has good financial condition and good performance ability and is not a dishonest executee.
3、 Main contents of related party transactions
(I) transaction object and its ownership
The land use area of Huiyang economic development zone is 10258m2, and the building area of Huiyang economic development zone is 10258m2.
The land to be traded this time is owned by Huizhou Suzhou Hengmingda Electronic Technology Co.Ltd(002947) , and the subject property has no contingent matters and lease matters such as asset mortgage, external guarantee, pending litigation, major financial commitment, etc.
(II) pricing policy and basis of transaction
According to the appraisal report [Hui De Fang Ping Zi (2022) No. 005] issued by Guangdong Dexin asset Real Estate Land Appraisal Co., Ltd., taking February 10, 2022 as the appraisal time point, under the specific appraisal purpose, appraisal basis and necessary assumptions, the total market value of the transaction object is RMB 24.945 million; Among them, the market value of buildings is 17.1314 million yuan and the market value of land is 7.8136 million yuan.
The transaction price for the sale of the above subject-matter land is signed in accordance with the principles of openness, fairness and impartiality of the market, and there is no situation that damages the interests of the company and minority shareholders.
4、 Purpose of related party transactions and its impact on Listed Companies
In order to meet the increasing business development needs, Huizhou Suzhou Hengmingda Electronic Technology Co.Ltd(002947) purchased 50452 square meters of new industrial land in January 2022 to improve the scale of production capacity cluster and give play to the production agglomeration effect. At the same time, based on the scientific planning of existing production capacity, Huizhou Suzhou Hengmingda Electronic Technology Co.Ltd(002947) plans to increase production reserve funds by selling original plants to enhance the overall competitiveness and profitability of the company.
This transaction follows the market principle, does not damage the interests of the company and non affiliated shareholders, and will not affect the independence and sustainable operation ability of the listed company.
5、 The total amount of various related party transactions with the related party from the beginning of the year to the disclosure date
As of the disclosure date, the total amount of various related party transactions between the company and its subsidiaries and the related party Jing Jingping and its 100% holding Suzhou Hengmingda Electronic Technology Co.Ltd(002947) packaging materials (Huizhou) Co., Ltd. in 2022 was 674500 yuan, accounting for 0.04% of the company’s latest audited net assets. 6、 Risk tips
This transaction can be formally completed only after both parties of the transaction pay the money and go through the relevant formalities of real estate transfer registration in accordance with the relevant provisions on the transfer of real estate property rights. Please pay attention to the investment risks.
7、 Review procedures to be performed
(I) opinions of the board of directors
The board of directors of the company reviewed and approved this matter. For details, see the announcement on the resolution of the 25th meeting of the Suzhou Hengmingda Electronic Technology Co.Ltd(002947) second board of directors (Announcement No.: 2022-023) disclosed by the company on February 22, 2022.
(II) prior approval and independent opinions of independent directors
1. Prior approval
The independent directors confirmed this matter in advance and agreed to submit it to the board of directors of the company for deliberation. For details, see the prior approval opinions of Suzhou Hengmingda Electronic Technology Co.Ltd(002947) independent directors on matters related to the 25th meeting of the second board of directors disclosed by the company on February 22, 2022.
2. Independent opinion
For the independent opinions agreed by the independent directors on this matter, see the independent opinions of Suzhou Hengmingda Electronic Technology Co.Ltd(002947) independent directors on matters related to the 25th meeting of the second board of directors disclosed by the company on February 22, 2022.
(III) opinions of the board of supervisors
The board of supervisors of the company reviewed and approved this matter. For details, see the announcement on the resolution of the 18th meeting of the Suzhou Hengmingda Electronic Technology Co.Ltd(002947) second board of supervisors (Announcement No.: 2022-024) disclosed by the company on February 22, 2022.
(IV) opinions of the recommendation institution
The recommendation institution has issued verification opinions on this matter. For details, please refer to the verification opinions on Sinolink Securities Co.Ltd(600109) transfer of part of real estate and land and related party transactions by Suzhou Hengmingda Electronic Technology Co.Ltd(002947) wholly owned subsidiaries disclosed by the company on February 22, 2022.
8、 Documents for future reference
(I) resolution of the 25th meeting of the Suzhou Hengmingda Electronic Technology Co.Ltd(002947) second board of directors
(II) Suzhou Hengmingda Electronic Technology Co.Ltd(002947) resolution of the 18th meeting of the second board of supervisors
(III) Suzhou Hengmingda Electronic Technology Co.Ltd(002947) independent directors’ prior approval opinions on matters related to the 25th meeting of the second board of directors
(IV) independent opinions of Suzhou Hengmingda Electronic Technology Co.Ltd(002947) independent directors on matters related to the 25th meeting of the second board of directors
(V) Sinolink Securities Co.Ltd(600109) verification opinions on Suzhou Hengmingda Electronic Technology Co.Ltd(002947) wholly owned subsidiary’s transfer of some real estate and land and related party transactions
It is hereby announced.
Suzhou Hengmingda Electronic Technology Co.Ltd(002947) board of directors
February 21, 2022
