Securities code: Shenzhen Wongtee International Enterprise Co.Ltd(000056) , 200056 securities abbreviation: Shenzhen Wongtee International Enterprise Co.Ltd(000056) , Huangting B Announcement No.: 202216
Shenzhen Wongtee International Enterprise Co.Ltd(000056)
Announcement on the reply to the letter of concern of Shenzhen Stock Exchange
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. (hereinafter referred to as “Yuanhe semiconductor” or “target company”) 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. If Yuanhe semiconductor fails to meet the documents on which the pre investment valuation of RMB 500 million is based, the preconditions agreed in the investment agreement are not fully met, and there may be a risk of termination of the transaction.
4. During the implementation of the investment project, there may be risks in team stability, market change and management control.
5. According to the investment agreement: after the target company achieves the scale operation target, on the premise that the specific acquisition conditions Shenzhen Wongtee International Enterprise Co.Ltd(000056) reach an agreement through consultation with the controlling shareholder huaxiaxin and the target company, Shenzhen Wongtee International Enterprise Co.Ltd(000056) has the right to control the remaining equity of the target company according to the market allowable value or the principle of restructuring pricing by the regulatory authorities The acquisition is carried out by means of cash or equity payment. The “scale operation index” in the agreement has not been specified in detail, and this clause is an intentional clause. Shenzhen Wongtee International Enterprise Co.Ltd(000056) has not signed an equity acquisition intention agreement with the target company and relevant shareholders. According to the signed investment agreement, the acquisition needs to be started on the premise of subsequent negotiation and agreement with huaxiaxin and the target company. Therefore, the exercise of the preemptive right is uncertain.
6. At present, the production and operation of Yifa power is normal, and Yuanhe semiconductor has not yet carried out substantive business. At present, the company has a low proportion of investment in Yifa power and Yuanhe semiconductor. It is expected that the above two projects will have little impact on the net profit of the listed company in 2022.
Shenzhen Wongtee International Enterprise Co.Ltd(000056) (hereinafter referred to as “the company” and ” Shenzhen Wongtee International Enterprise Co.Ltd(000056) “) received the letter of concern on Shenzhen Wongtee International Enterprise Co.Ltd(000056) issued by Shenzhen Stock Exchange on March 2, 2022 (company department concern letter [2022] No. 160, hereinafter referred to as “concern letter”). The reply to the letter of concern is announced as follows:
Question 1 In combination with the main business scope and product structure of the target company, please specify whether its production, operation and investment comply with the relevant national industrial policies, the approval or filing procedures of the corresponding industry competent department (if applicable), as well as the approval or filing procedures of the industry competent department required to implement this transaction and the current progress (if applicable), Whether it may constitute a substantive obstacle to this transaction, and give sufficient risk tips at the same time.
Company reply:
Yuanhe semiconductor is a holding subsidiary of Huaxia core (Beijing) General Processor Technology Co., Ltd. (hereinafter referred to as “Huaxia core”), which is mainly engaged in the design, R & D and sales of core chips in AR, VR and other application fields, and does not involve production and manufacturing. The business model is to outsource the optical chip designed for AR engine and sell it to the manufacturer of AR and VR equipment after processing.
One of the products of Yuanhe semiconductor is transparent near eye display semiconductor device, which realizes the integration of “core + screen” with independently developed chip design and CMOS process; The second product is the new AR / VR core computing engine chip.
According to the notice of the State Council on printing and Distributing Several Policies to promote the high-quality development of integrated circuit industry and software industry in the new era in 2020, there is no need for the approval or filing procedures of relevant industry authorities, and its operation and investment fully comply with relevant national industrial policies and will not constitute a substantive obstacle to this transaction,
Question 2 In combination with the business scope of the target company and the technology to be injected, explain the rationality and basis of the pre investment evaluation of the target assets of no less than 500 million yuan, and further explain the feasibility and basis of the realization of the preconditions for the achievement of this transaction.
Company reply:
Yuanhe (Guangzhou) semiconductor technology Co., Ltd. was established on February 17, 2022 with a registered capital of 20 million yuan. The list of core technology patents related to optical display engine injected is as follows:
Application case name case status type
different countries
China’s testing institutions announced the approved invention
China testing machinery certified practical new
METHOD AND APPARATUS FOR
High-resolution pattern in OLED pa
FABRICATION
China’s image signal processing device and panel driving device have been announced for approval
China’s organic light emitting diode display device announced for approval
China organic light emitting diode display device certified practical new
Chinese display panel detection method and device announced for approval
Chinese compounds for organic light emitting diode display devices have been published for approval
The pixel structure of China’s organic light emitting diode display was announced as an approved invention
Chinese organic light emitting diode structure and its manufacturing method
China’s manufacturing equipment for organic light-emitting diode displays has announced its pending invention
Chinese film-forming mask and its manufacturing method
Development of organic light emitting diode display
Pixel structure of certified invention
ORGANIC LIGHT EMITTING DIODE DISPLAY
Organic light emitting diode structure and manufacturing method thereof（
Certified invention of American organic light emitting diode
STRUCTURE AND METHOD FOR
MANUFACTURING THE SAME）
The pixel structure of Chinese organic light emitting diode display has been proved to be new and practical
China organic light emitting diode structure certified new practical
China’s manufacturing equipment for organic light emitting diode displays has been certified as practical and new
Chinese film-forming mask has been proved to be a new practical product
An invention of cutting protection structure in China
Chinese driving circuit compensation IR drop and external compensation branding
Technology of
The core team of the target company is one of the few teams in China with advanced computing and display semiconductor talents at the same time, and the members are mainly from well-known enterprises.
The core team has rich design experience in relevant fields, with more than 70% of the members with more than 10 years of experience and more than 40% of the members with more than 15 years of experience. The company’s design team has the R & D and design ability of independent intellectual property rights, and has the ability to provide downstream customers with a highly synergistic display and computing chip platform.
The technologies to be injected by the target company include the core key technologies in AR and VR fields such as optical display engine. These core technologies have formed the first generation of product samples. The chip products are benchmarked to the international giants in a monopoly position, and the technical indicators are advanced (the parameters such as power consumption and light source brightness are ahead of the international giants), At present, the annual sales of leading companies of the same type are about 15 billion US dollars. With the trend of AR equipment of mobile terminals in the future, the market capacity has a bright prospect.
Based on the revenue and profit expectation in the next 10 years, the valuation of Yuanhe company adopts the market method or income method. An authoritative third-party evaluation institution with securities and futures qualification is being invited for evaluation. After preliminary communication and discussion, the pre investment value of the underlying assets is estimated to be no less than 500 million yuan.
The prerequisite for the success of this transaction is that the evaluation institution issues a formal evaluation report of no less than 500 million yuan. If Yuanhe semiconductor fails to meet the documents on which the pre investment valuation of RMB 500 million is based, the preconditions agreed in the investment agreement are not fully met, and there may be a risk of termination of the transaction.
Question 3 The agreement stipulates that your company can exempt the preconditions. Please explain the review procedures and judgment criteria of the exemption preconditions, whether the setting of this clause is in line with the business logic and whether it can protect the legitimate rights and interests of the listed company and minority shareholders; Combined with the pre investment valuation, it further explains whether there are flickering trading, rubbing hot spots and hyping stock prices.
Company reply:
According to the investment agreement: Article 1 investment mode 1.1.4 Shenzhen Wongtee International Enterprise Co.Ltd(000056) performs the investment obligations under this agreement, and the following preconditions are met or exempted by Shenzhen Wongtee International Enterprise Co.Ltd(000056) in writing: 1) Shenzhen Wongtee International Enterprise Co.Ltd(000056) has performed the internal decision-making procedures and obtained the approval for investment in accordance with the articles of Association; 2) The investment has been voted and approved by Shenzhen Wongtee International Enterprise Co.Ltd(000056) compliance decision-making meeting; 3) As of the date when Shenzhen Wongtee International Enterprise Co.Ltd(000056) paid the investment payment, the target company has not changed, which has a material negative impact on the business, assets, operation, finance and prospects; 4) Signed and confirmed legal documents; 5) Documents on which Yuanhe semiconductor reached the valuation basis of RMB 500 million before investment.
Under this clause, the first four points have been fully met. In point 5, the company has not exempted Party B from exercising the right of exemption, and it is clearly agreed that only after all are reached is the premise of the achievement of this investment agreement. Both parties have worked with a third-party evaluation institution with securities and futures qualification. There is no flickering trading, rubbing hot spots and hyping stock prices.
The agreement stipulates that Shenzhen Wongtee International Enterprise Co.Ltd(000056) can exercise the right of written exemption. On the basis of protecting the legitimate rights and interests of listed companies and minority shareholders, it must be approved by more than two-thirds of the members of the board of directors, and the independent directors shall express independent opinions on fairness, rationality and necessity, which can be exercised only after being submitted to the shareholders’ meeting for deliberation and approval.
Question 4 After the target assets realize the scale operation index, your company will start to acquire the control of the target company. Please explain the specific judgment of the scale operation index, whether your company has signed an intentional agreement with relevant shareholders, if so, please list the main terms of the intentional agreement and report the relevant agreement. If not, please explain the possibility and basis of the acquisition, Whether the information disclosure standard is met.
Company reply:
According to the investment agreement: after the target company achieves the scale operation target, on the premise that the specific acquisition conditions Shenzhen Wongtee International Enterprise Co.Ltd(000056) reach an agreement through consultation with the controlling shareholder huaxiaxin and the target company, Shenzhen Wongtee International Enterprise Co.Ltd(000056) has the right to control the remaining equity of the target company according to the market allowable value or the principle of restructuring pricing by the regulatory authorities The acquisition is carried out by means of cash or equity payment.
The specific scale operation indicators have not been agreed in detail. According to the characteristics of the chip industry, the realization of large-scale sales of products means that the target company has a certain competitive advantage and anti risk ability, which also meets the conditions for M & A of listed companies, but this clause is not the only choice for the target company.
This clause is an intentional clause. Our company has not signed an equity acquisition intention agreement with the target company and relevant shareholders. According to the signed investment agreement, the acquisition needs to be started on the premise of subsequent negotiation and agreement with huaxiaxin and the target company. Therefore, the exercise of the preemptive right is uncertain.
Question 5 Recently, your company has repeatedly disclosed that it plans to carry out strategic transformation. Please explain in detail whether your company has the necessary capabilities and resources to carry out relevant business, the progress of investment in semiconductor industry so far, the impact of relevant investment on your company’s performance in 2022, and whether there are situations such as investment falling short of expectations or stock price speculation, And fully prompt relevant business risks.
Company reply:
The company disclosed the announcement on the acquisition of equity of Dexing Yifa Power Semiconductor Co., Ltd. (Announcement No.: 202138) on August 4, 2021 and the announcement on the progress of investment in Dexing Yifa Power Semiconductor Co., Ltd. (Announcement No.: 202145) on October 28, 2021, The announcement on the proposed transfer of 100% equity of Chengdu Huangting Business Management Co., Ltd. and the signing of the equity transfer agreement (Announcement No.: 202206) was disclosed on January 27, 2022, On February 8, 2022, the suggestive announcement on pre listing and transfer of not less than 51% equity of Shenzhen Rongfa Investment Co., Ltd. and Chongqing Huangting jewelry Plaza Co., Ltd. (Announcement No.: 202209) was disclosed.
The company has been actively promoting the sale of some assets, reducing the debt ratio, improving liquidity, recovering funds, and providing financial support for the smooth implementation of new business transformation and development;
Up to now, the company has paid compensation to Dexing Yifa Power Semiconductor Co., Ltd. (hereinafter referred to as “Yifa”) in accordance with the agreement
