Hisense Visual Technology Co.Ltd(600060)
Acquisition Report
Name of listed company: Hisense Visual Technology Co.Ltd(600060) place of stock listing: Shanghai Stock Exchange Stock abbreviation: Hisense Visual Technology Co.Ltd(600060) Stock Code: 600060 name of purchaser: Hisense Group Holding Co., Ltd. address: No. 218 qianwangang Road, Qingdao Economic and Technological Development Zone mailing address: No. 218 qianwangang Road, Qingdao Economic and Technological Development Zone
Date of signature: February 22, 2002
Purchaser’s statement
1、 This report is prepared by the acquirer in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of the acquisition of listed companies (hereinafter referred to as the “acquisition measures”), the standards for the contents and forms of information disclosure by companies publicly issuing securities No. 16 – Acquisition report of listed companies, and other relevant laws and regulations Preparation of relevant provisions of departmental rules and normative documents. 2、 In accordance with the provisions of the securities law of the people’s Republic of China and the measures for the administration of the acquisition of listed companies, this report has fully disclosed the shares in which the acquirer has an interest in Hisense Visual Technology Co.Ltd(600060) . As of the signing date of this report, except for the shareholding information disclosed in this report, the acquirer has no interest in Hisense Visual Technology Co.Ltd(600060) in any other way. 3、 The purchaser has obtained necessary authorization and approval for signing this report, and its performance does not violate or conflict with any provision in the articles of association or internal rules of the purchaser. 4、 This acquisition is due to Hisense Visual Technology Co.Ltd(600060) repurchasing and canceling the restricted shares granted to some incentive objects in its 2021 restricted stock incentive plan, resulting in the passive increase of the proportion of Hisense Visual Technology Co.Ltd(600060) shares held by Hisense Group Holding Co., Ltd. in all issued shares of Hisense Visual Technology Co.Ltd(600060) (hereinafter referred to as “share proportion”) to more than 30%. This acquisition does not result in the change of Hisense Visual Technology Co.Ltd(600060) controlling shareholder, and Hisense Visual Technology Co.Ltd(600060) still has no actual controller. This acquisition complies with the exemption from making an offer as stipulated in Article 63 of the measures for the administration of the acquisition of listed companies. 5、 This acquisition is based on the information stated in this report. Except for the purchaser and the professional institution hired, no other person has been entrusted or authorized to provide information not listed in this report and make any explanation or explanation to this report. 6、 The purchaser promises that there are no false records, misleading statements or major omissions in this report, and will bear individual and joint legal liabilities for its authenticity, accuracy and completeness.
catalogue
Section 1 interpretation Section 2 Introduction to the purchaser 2 I. Basic information of the purchaser 2. Main business of the acquirer 2 III. brief description of the financial situation of the acquirer in the last three years 4. The purchaser has been subject to administrative punishment (except those obviously unrelated to the securities market), criminal punishment, or major civil litigation or arbitration related to economic disputes in the past five years 3 V. information of directors, supervisors and senior managers (or main responsible persons) of the acquirer Vi. brief information of the acquirer’s equity shares in other listed companies reaching or exceeding 5% of the issued shares of the company 4 VII. Brief information of financial institutions in which the acquirer holds more than 5% shares Section III acquisition decision and acquisition purpose 5 I. purpose of this acquisition five
2、 Plans to increase the holding of shares of listed companies or dispose of shares in which they already have interests in the next 12 months five
3、 Relevant procedures and specific time for this acquisition decision Section 4 acquisition mode 6 I. information about the shares of listed companies held by the acquirer 6 II. Acquisition method 6 III. restrictions on the rights of shares of Listed Companies in which the acquirer has interests Section V source of funds Section 6 exemption from making an offer 8 I. matters and reasons for exemption from making an offer 8 II. Equity structure of listed companies before and after this acquisition 8 III. restrictions on the rights of shares involved in this acquisition 8 IV. legal opinions on matters exempted from the offer this time 8 Section VII follow up plan 10 I. the acquirer’s subsequent important plans for listed companies Section 8 analysis of the impact on listed companies 11 I. impact on the independence of listed companies 11 II. Impact on horizontal competition of listed companies 11 III. impact on related party transactions of listed companies Section 9 major transactions between listed companies and 12 I. major asset transactions with listed companies and their subsidiaries twelve
2、 Transactions with directors, supervisors and senior managers of listed companies 12 III. compensation or similar arrangements for the directors, supervisors and senior managers of the listed company to be replaced 12 IV. contracts, tacit understandings or arrangements that have a significant impact on listed companies 12 section 10 trading of listed shares in the first six months 13 I. the situation of the purchaser’s purchase and sale of shares of listed companies within the first six months II. The situation of the purchaser’s directors, supervisors, senior managers and their immediate family members buying and selling the shares of the listed company in the first six months Section 11 financial information of the purchaser 14 I. audited financial statements for the last three years 14 II. Main financial data of Hisense Group holding company in recent three years III. The main contents of the audit opinions in the financial accounting report audited by an accounting firm in accordance with the provisions of the securities law in the most recent fiscal year, the accounting system and main accounting policies adopted, and the notes of main subjects IV. statement of the accounting firm on whether the accounting system and main accounting policies adopted by the acquirer’s company in the first two years are consistent with those in the most recent year Section 12 other major matters Section 13 documents for future reference seventeen
Section I interpretation
Unless otherwise specified, the following abbreviations have the following meanings in this report:
Hisense Visual Technology Co.Ltd(600060) . Listed company refers to Hisense Visual Technology Co.Ltd(600060)
Acquirer and Hisense Group Holding Company refer to Hisense Group Holding Co., Ltd
Due to Hisense Visual Technology Co.Ltd(600060) repurchase and cancellation, some incentive objects in its 2021 restricted stock incentive plan have been granted, but the restricted shares referred to in this acquisition have not been lifted, As a result, the proportion of Hisense Visual Technology Co.Ltd(600060) shares held by Hisense Group Holdings Co., Ltd. in all issued shares of Hisense Visual Technology Co.Ltd(600060) passively increased to more than 30%
This acquisition report and this report refer to the Hisense Visual Technology Co.Ltd(600060) acquisition report
Hisense Visual Technology Co.Ltd(600060) according to relevant regulations, this repurchase cancellation in the middle of the 2021 restricted stock incentive plan completed on February 18, 2022 refers to
Repurchase and cancellation of restricted shares granted to incentive objects but not yet lifted
Citic Securities Company Limited(600030) . Financial advisor refers to Citic Securities Company Limited(600030)
CSRC refers to the China Securities Regulatory Commission
Shanghai stock exchange refers to Shanghai Stock Exchange
Company Law refers to the company law of the people’s Republic of China
Securities Law refers to the securities law of the people’s Republic of China
The acquisition Measures refer to the administrative measures for the acquisition of listed companies
The content and format of information disclosure by companies offering securities to the public Standard No. 16 refers to
Standard No. 16 – Report on acquisition of listed companies
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
The completion date of this acquisition refers to the cancellation date of this repurchase cancellation (2022.2.18)
Section II introduction to the purchaser
1、 Basic information of the purchaser
Name: Hisense Group Holding Co., Ltd
The relationship with Hisense Visual Technology Co.Ltd(600060) is the unified social credit code of Hisense Visual Technology Co.Ltd(600060) controlling shareholder 91370200727805440h
The registered capital is 3860393984 yuan
Legal representative: Zhou Houjian
Company type other joint stock limited companies (unlisted)
Business term may 1, 2001 to long term
Registered address: No. 218 qianwangang Road, Qingdao Economic and Technological Development Zone
Mailing address: No. 218 qianwangang Road, Qingdao Economic and Technological Development Zone
Telephone number (0532) 8387-8888
Licensed items: technology import and export; Import and export of goods; Real estate development and operation; Medical services; Food and Beverages.
(for projects that must be approved according to law, business activities can be carried out only with the approval of relevant departments. The specific business projects shall be subject to the approval documents or licenses of relevant departments).
General projects: investment activities with self owned funds; Asset management services invested by self owned funds; Research and development of household appliances; Manufacturing of household appliances; Sales of household appliances; Household appliances installation services; Repair of household appliances; Manufacturing of refrigeration and air conditioning equipment; Sales of refrigeration and air conditioning industrial and commercial registration equipment; Manufacturing of communication equipment; Sales of communication equipment; Network equipment manufacturing; Network business scope: equipment sales; Application system integration services in artificial intelligence industry; Information system integration service; Special equipment manufacturing (excluding licensed professional equipment manufacturing); Research and development of auto parts; Manufacturing of auto parts and accessories; Manufacturing of intelligent on-board equipment; Sales of intelligent vehicle mounted equipment; Internet of things equipment manufacturing; Internet of things equipment sales; Software development; Education consulting services (excluding education and training activities involving license approval); Conference and exhibition services; Leisure and sightseeing activities; estate management; Non residential real estate leasing; Housing lease; Mechanical equipment leasing; Car Rental; Catering management; Parking service. (except for the items that must be approved according to law, the company shall independently carry out business activities according to law with its business license).
Name of initiator: joint key employees of Hisense Group Co., Ltd
The controlling shareholder and actual controlling acquirer have no controlling shareholder and no actual controller. 2. The acquirer’s main business
The main businesses of the acquirer and its subsidiaries cover multimedia (TV and commercial display, Internet TV operation, mobile communication equipment, photoelectric control components, optical communication devices, chips), household appliances (refrigerators, freezers, air conditioners, washing machines, kitchen appliances) It intelligent systems (smart city, intelligent transportation, medical equipment, smart home systems and services) and real estate and modern services.
3、 Brief description of the acquirer’s financial status in the last three years
The main financial data of the acquirer in recent three years are as follows:
Unit: RMB million
Project: December 31, 2021 December 31, 2020 December 31, 2019 December 31
/2021 (Unaudited) / 2020 (audited) / 2019 (audited)
Total assets 20985.97 12475.10 9422.18
Net assets 7,09
