Securities code: Shenzhen Wongtee International Enterprise Co.Ltd(000056) , 200056 securities abbreviation: Shenzhen Wongtee International Enterprise Co.Ltd(000056) , Huangting B Announcement No.: 2022 – 15 Shenzhen Wongtee International Enterprise Co.Ltd(000056)
Announcement on signing the investment agreement
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:
1. Yuanhe (Guangzhou) semiconductor technology Co., Ltd. was established on February 17, 2022 with a registered capital of 20 million yuan. At present, it has not carried out substantive business and has no assets and business. As of the disclosure date of this announcement, the registered capital has not been paid in.
2. The competitiveness of the core technology patents related to the optical display engine injected by Yuanhe (Guangzhou) semiconductor technology Co., Ltd. needs to be verified by the market. In the future operation, it may also face the risks of intensified competition, technical iteration, progress not meeting expectations and so on.
3. The premise of the success of this transaction is that the third-party evaluation institution with securities and futures qualification makes the corresponding evaluation report on the equity of Yuanhe company. At present, the evaluation institution has not entered the market, and there is an uncertainty risk that this transaction cannot be achieved.
4. During the implementation of the investment project, there may be risks in team stability, market change and management control.
Please invest rationally and pay attention to investment risks.
1、 Overview of this transaction
(I) basic information of the transaction
In order to promote the strategic transformation of Shenzhen Wongtee International Enterprise Co.Ltd(000056) (hereinafter referred to as “the company” or ” Shenzhen Wongtee International Enterprise Co.Ltd(000056) “) and explore new business, the company recently signed an investment agreement with Yuanhe (Guangzhou) semiconductor technology Co., Ltd. (hereinafter referred to as “Yuanhe semiconductor” or “the target company”), Yuanhe semiconductor is a newly established holding subsidiary of Huaxia core (Beijing) General Processor Technology Co., Ltd. (hereinafter referred to as “Huaxia core”). Huaxiaxin, as the core shareholder of the target company, introduced Shenzhen Wongtee International Enterprise Co.Ltd(000056) as the investor of the target company Shenzhen Wongtee International Enterprise Co.Ltd(000056) invested 50 million yuan in the target company at the valuation of 500 million yuan before investment, holding 9.09% of the equity of the target company. In the follow-up, according to the progress of relevant negotiations, the company will timely fulfill its obligations of deliberation and information disclosure. This transaction does not constitute a connected transaction, nor does it constitute a regulation of the administrative measures for major asset restructuring of listed companies
(I) basic information
Company name: Yuanhe (Guangzhou) semiconductor technology Co., Ltd
Date of establishment: February 17, 2022
Registered capital: 20 million yuan
Registered address: room f1-1203, 2 / F, building 30, block B, No. 61, Dalingshan Road, Tianhe District, Guangzhou
Unified social credit Code: 91440101ma9yaky77q
Legal representative: Huang Xinyu
Major shareholders and shareholding ratio:
Capital contribution subscribed by the contributor (10000 yuan) proportion of capital contribution subscribed
Huaxiaxin (Beijing) General Processor Technology Co., Ltd. 120060%
Beijing zhongxingtai Technology Development Co., Ltd. 800 40%
Total 2 Tcl Technology Group Corporation(000100) %
If the transaction is successfully completed, the equity structure of the target company will be changed to:
Capital contribution subscribed by the contributor (10000 yuan) proportion of capital contribution subscribed
Huaxiaxin (Beijing) General Processor Technology Co., Ltd. 120054.55%
Beijing zhongxingtai Technology Development Co., Ltd. 800 36.36%
Shenzhen Wongtee International Enterprise Co.Ltd(000056) 200 9.09%
Total 2200100%
Business scope: optoelectronic device manufacturing; IC chip design and services; Integrated circuit chip and product manufacturing; Sales of integrated circuit chips and products; Internet sales (except sales of goods requiring license); Engaging in investment activities with its own funds; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Sales of communication equipment; Software development; Retail of computer software, hardware and auxiliary equipment; Sales of electronic products; Sales of optoelectronic devices; Sales of optical instruments; Wholesale of computer software, hardware and auxiliary equipment; Technology import and export; Import and export of goods; Import and export agent.
As of the disclosure date of this announcement, Yuanhe semiconductor is not a dishonest executee. It has no relationship with the company and its shareholders holding more than 5% of the company in terms of property rights, business, assets, creditor’s rights and debts, personnel, or other relationships that may or have caused the company to favor its interests.
(II) main business and products
The mode is: the optical chip designed for AR engine is outsourced and processed, and then sold to the company producing AR and VR glasses. One of the products of Yuanhe company is transparent near eye display semiconductor device, which realizes the integration of “core + screen” with independently developed chip design and CMOS process; Product 2 is a new AR / VR core computing engine chip. The overall dimension of the finished chips of product 1 and product 2 is 0.2-1.2 inches diagonally.
See the annex for the list of main patented technologies injected into Yuanhe company.
(III) valuation basis
The company adopts the market method or income method for the valuation of Yuanhe company, and takes the valuation report issued by an authoritative third-party evaluation institution with securities and futures qualification as the basis for pricing.
3、 Main contents of the investment agreement
Party A: Shenzhen Wongtee International Enterprise Co.Ltd(000056)
Party B (target company): Yuanhe (Guangzhou) semiconductor technology Co., Ltd
Article 1 investment method
1.1 investment mode
1.1.1 Party B is a limited liability company established in Guangzhou in accordance with Chinese laws and regulations.
1.1.2 Party B promises to obtain the relevant technical patents of Huaxia core injection, the controlling shareholder, including but not limited to AR optical engine technology. Party B will register more than 50 new patents in 2022 and the next three years.
1.1.3 Party A shall increase the capital of Party B by 50 million yuan, accounting for 9.09% of the equity of Party B.
1.1.4 when Party A performs its investment obligations under this agreement, the following preconditions are met or exempted in writing by Party A:
(1) Party A has performed the internal decision-making procedures and obtained the approval for investment in accordance with the provisions of its articles of Association;
(2) The investment has been voted and approved by Party A’s compliance decision-making meeting;
(3) As of the date of Party A’s payment of the investment, the target company has not undergone any change that has a material negative impact on its business, assets, operation, finance and prospects;
(4) Signed and confirmed legal documents;
(5) Documents of Party B reaching the valuation basis of RMB 500 million before investment;
1.2 responsibilities of both parties
1.2.1 Party A shall pay Party B the earnest money of RMB 10 million (in words: RMB 10 million) within 2 days after the signing of this agreement, no later than March 2, 2022; Within 5 working days after the above investment conditions are met, Party A shall pay Party B 40 million yuan only (in words: 40 million yuan only), and 10 million yuan of earnest money shall be converted into investment money no later than March 31, 2022. Party B promises to complete the industrial and commercial change registration of capital increase and share expansion within 30 days from the date of receiving the investment funds from Party A. After the target company realizes the scale operation index, Party A starts to acquire the controlling right of Party B, and Party A has the preemptive right under the same conditions.
1.2.2 Party B promises technical input, patent registration, technology team and future technology upgrading and new technology research and development of advanced and perfect, as well as the standardization of company operation.
1.2.3 Party B promises that after Party A completes the capital injection into the target company, the target company will be established in the next three years
(20222024) to achieve the success of follow-up film production, the completion of operation and management system, and the large-scale application of phase I products of the project company in the market.
1.2.4 Party A does not actually participate in the operation and management of the target company except for the dispatched directors.
1.3 commitments
1.3.1 Party A promises not to use the technical and commercial materials of the project for purposes unrelated to the investment, and Party A will not invest in competitive projects in the same field.
1.3.2 Party B promises that among the investors, if the target company introduces other investors, except Party A, all other investors shall be non listed companies (except shareholders of other strategic listed companies that are helpful to business). Article 2 Corporate Governance
2.1 subject company management
2.3.1 standardized management in accordance with the company law and the company’s rules and regulations.
2.3.2 the current controlling shareholder huaxiaxin recommends the chairman, general manager, technical director and management team of the target company.
2.3.3 for the target company, the core personnel dispatched by the current controlling shareholder huaxiaxin shall carry out operation management, technology research and development, product definition, market development and other business activities.
2.3.4 the board of directors of the target company is composed of five persons, and Party A recommends one director.
2.3.5 other governance details are specified in the articles of association and rules and regulations of the subject company.
Article 3 rights of Party A
3.1 right to know
As a shareholder, Party A has the right to know and supervise the operation and management of the target company. Party A has the right to obtain information and materials on the finance, management, operation, market or other aspects of the target company. Party A has the right to make suggestions to the management of the target company and listen to the report of the management on relevant matters.
The target company shall provide Party A with the following materials and information on time:
3.1.1 provide the annual financial statements of the target company 45 days after the end of each calendar year;
3.1.2 120 days after the end of each calendar year, provide the audited financial report of the target company by the audit institution;
3.1.3 provide the business plan and annual budget of the target company for the next year at least 30 days before the end of each calendar / financial year;
3.1.4 provide the monthly and quarterly financial statements of the target company 15 days after the end of each calendar month and quarter. 3.2 preemptive right
3.2.1 during the period when Party A holds the equity of the target company and before the target company is independently listed or merged, if the shareholders transfer the equity of the company, Party A has the right (but has no obligation) to give priority to the acquisition of the equity of the target company under the same conditions (for example, according to the market fair value or the principle of restructuring pricing by the regulatory authorities, through equity payment, etc., and the specific matters will be negotiated separately).
3.2.2 after the target company achieves the scale operation target, on the premise that the specific acquisition conditions are reached through consultation between Party A, huaxiaxin and Party B, Party A has the right to purchase the remaining equity of the target company by means of cash or share right payment in accordance with the market fair value or the principle of restructuring pricing by the regulatory authorities, and the other shareholders of the target company must agree unconditionally.
Article 4 representations and warranties
4.2 non competition
4.2.1 Party B promises that the core management and R & D team personnel of the target company shall not set up alone or participate in the establishment of new business entities producing similar competitive products or competing with the business of the target company in any form (including but not limited to shareholders, partners, directors, supervisors, managers, employees, agents, consultants, etc.), As the target of the management, the shareholders of the company shall not concurrently serve as directors, supervisors and other positions in other competitive enterprises in the same industry.
4.2.2 Party B promises to provide Party A with the temsector of the non competition agreement of the target company. The terms and forms of the agreement shall at least include the following contents: during his tenure, he shall not engage in or help others engage in any other business activities that form a competitive relationship with the target company in any form, Within 2 years after leaving the target company, he shall not work in an enterprise competing with the target company for business; The compensation of the non competition agreement shall be subject to the arrangement in accordance with the laws and regulations and the labor remuneration habits of the place concerned.
4.3 if Party B violates articles 1.2.2, 1.2.3 and 4.2 of this agreement, Party A has the right to require Party B to repurchase shares.
Article 6 breach and termination
6.1 breach of contract and compensation
6.1.1 the occurrence of any of the following circumstances constitutes an event of default under this Agreement:
(1) The statements made by either party under this Agreement are proved to be inaccurate, untrue and materially misleading;
(2) Either party fails to perform its obligations under this agreement in accordance with this agreement.
6.1.2 unless otherwise expressly agreed in this Agreement on relevant liabilities for breach of contract, if Party B breaches the contract against Party A, Party B shall pay Party A liquidated damages equivalent to 10% of the investment amount, and compensate Party A for the actual losses caused thereby and the reasonable expenses paid for recovering the losses (including but not limited to lawyer’s fees, property preservation fees, etc.).
6.1.3 unless otherwise expressly agreed in this Agreement on relevant liabilities for breach of contract, if Party A constitutes a breach of contract, Party A shall pay Party B liquidated damages equivalent to 10% of the amount of this investment, and compensate Party B for the actual losses suffered and the reasonable expenses paid for recovering the losses (including but not limited to lawyer’s fees, property preservation fees, etc.). 6.2 termination
Both parties can terminate this agreement by consensus. The rescission and termination of this Agreement shall not affect the right of either party to obtain compensation or compensation under this agreement.
Article 9 others
nine point one zero
