About Anker Innovations Technology Co.Ltd(300866)
Verification opinions on foreign investment and related party transactions of wholly-owned subsidiaries
China International Capital Corporation Limited(601995) (hereinafter referred to as ” China International Capital Corporation Limited(601995) ” or “sponsor”) as a sponsor of Anker Innovations Technology Co.Ltd(300866) (hereinafter referred to as ” Anker Innovations Technology Co.Ltd(300866) ” or “company”) for initial public offering of shares and listing on the gem, in accordance with the administrative measures for securities issuance and listing sponsorship business and the gem stock listing rules of Shenzhen Stock Exchange (revised in 2020) The guidelines for the standardized operation of companies listed on the growth enterprise market of Shenzhen Stock Exchange (revised in 2020) and the guidelines for information disclosure of listed companies of Shenzhen Stock Exchange No. 6 – recommendation business have verified the foreign investment and related party transactions of Anker Innovations Technology Co.Ltd(300866) wholly-owned subsidiaries. The details are as follows:
1、 Overview of foreign investment
In order to further expand the company’s new product direction and track the technical development in the field of new products, The company plans to invest in Beijing zero unlimited Technology Co., Ltd. (hereinafter referred to as “zero unlimited” or “target company”) with its own funds of no more than US $5 million through its wholly-owned subsidiaries charging leading Limited (hereinafter referred to as “charging leading”) and Anker innovations Limited (hereinafter referred to as “Anker HK”). Among them:
1. Charging leading, as the transferee, transfers the 2.7830% equity of zero infinity held by Unconventional Wisdom Limited (corresponding to zero infinity registered capital of RMB 712458, hereinafter referred to as “this share transfer transaction”) with its own capital of USD 102310 as the consideration;
2. Anker HK invests in the form of convertible bonds, That is to provide zero unlimited with a loan with a principal amount of USD 4897690 (hereinafter referred to as “convertible bond loan”). If the equity conversion is implemented, Anker HK will subscribe for the newly increased registered capital of zero unlimited with convertible bond loan of RMB 597433 (hereinafter referred to as “this capital increase”, accounting for 2.2805% of the registered capital of zero unlimited after the completion of this capital increase, which is collectively referred to as “convertible bond loan” “This convertible bond transaction” and this share transfer transaction are collectively referred to as “this investment”).
After the completion of this investment, the company will hold a total of 5.0635% equity of zero infinity through its wholly-owned subsidiaries. Since Ms. He Li, one of the co actual controllers of the company, has served as a director of zero unlimited since 2019, zero unlimited is an affiliated legal person of the company according to the Listing Rules of gem shares of Shenzhen Stock Exchange, the articles of association and the management measures for connected transactions of the company, and this investment constitutes connected transactions.
The company held the 26th meeting of the second board of directors on December 14, 2021, deliberated and passed the proposal on foreign investment and related party transactions of wholly-owned subsidiaries, and the related director Mr. Yang Meng (acting in concert with Ms. He Li) has avoided voting.
The amount of this connected transaction and the accumulated amount of connected transactions in recent 12 months have not reached 5% of the company’s latest audited net assets, so it is not necessary to submit it to the general meeting of shareholders for deliberation.
2、 The subject matter of the transaction and the basic information of the counterparty
1. Basic information
Company name: Beijing zero infinite Technology Co., Ltd
Unified social credit Code: 911101083994169393
Registered capital: RMB 25.60376 million (before this investment)
Address: No. 017, 14 / F, block B, building 1, No. 38 Beijing Centergate Technologies (Holding) Co.Ltd(000931) Avenue, Haidian District, Beijing
Enterprise type: limited liability company
Date of establishment: May 16, 2014
Business scope: technology development, technology transfer, technical service and technical consultation; Computer system services; Data processing (except bank card centers in data processing and cloud computing data centers with pue value above 1.5); enterprise planning; economic and trade consulting; import and export of goods and technology.
Main business: R & D and application of artificial intelligence, R & D, production and sales of UAVs, R & D and technical service of UAV related technologies.
2. Changes in equity structure before and after this investment
(1) Equity structure before this investment (only the shareholding of the top ten shareholders is listed here):
Shareholder name / registered capital shareholding ratio (%) (RMB 10000)
Unconventional Wisdom Limited1,156.862745. one thousand eight hundred and ninety-three
Zhejiang private enterprise joint investment Co., Ltd one thousand eight hundred and forty-four
Beijing Zhongze Zhiyuan consulting service enterprise (limited partnership) 323.590312.6401
Bumblebee LLC256. three thousand seven hundred and ten
CHEER RANK LIMITED96. thirty-nine thousand four hundred and sixty-three point seven six five four
GSR Ventures IV, L.P.83.1953. two thousand four hundred and ninety-eight
Wanlin International Holdings Limited eight thousand one hundred and fifty-nine
Wang mengqiu 69.28002 seven thousand and sixty-two
Amlight Limited42. forty-eight thousand three hundred and fifty-one point six five nine five
Beijing zhongruitaiyuan consulting service enterprise (limited partnership) 38.52181.5047
Other shareholders 84.09383 two thousand eight hundred and forty-seven
Total 2560.0376100 0000
(2) Equity structure after this investment (such as the completion and delivery of this capital increase) (only the shareholding of the top ten shareholders is listed here):
Shareholder name / registered capital shareholding ratio (%) (RMB 10000)
Unconventional Wisdom Limited1,085.616941. four thousand three hundred and ninety-two
Zhejiang private enterprise joint investment Co., Ltd eight thousand eight hundred and thirty-seven
Beijing Zhongze Zhiyuan consulting service enterprise (limited partnership) 323.590312.3518
Bumblebee LLC256. three hundred and seventy-nine point seven seven two zero
CHEER RANK LIMITED96. thirty-nine thousand four hundred and sixty-three point six seven nine five
GSR Ventures IV, L.P.83.1953. one thousand seven hundred and fifty-six
Wanlin International Holdings Limited seven thousand five hundred and sixteen
Charging Leading Limited71. twenty-four thousand five hundred and eighty-two point seven one nine five
Wang mengqiu 69.28002 six thousand four hundred and forty-five
Anker Innovations Limited59. seventy-four thousand three hundred and thirty-two point two eight zero five
Other shareholders 165.09916 three thousand and twenty-one
Total 2619.7809100 0000
3. Main financial data of the latest year and period:
Unit: RMB 10000
December 31, 2020 September 30, 2021
Total assets 36134956
Total liabilities 76637489
Total owner’s equity – 4050-2533
2020 January September 2021
Operating income 34926302
Note: the above financial data have not been audited.
4. After public inquiry, zero infinity does not have the situation of dishonest Executees.
3、 Pricing basis of related party transactions
On the basis of referring to the post investment valuation of the target company in the previous round, and according to the existing business scale of the target company, the potential of new products and the future growth trend of the industry, the investment pricing is jointly determined by all parties to the investment and the target company in accordance with the principle of voluntariness. The transaction price is fair, in line with the provisions of relevant laws and regulations, and there is no damage to the interests of the company and minority shareholders.
4、 Main contents of investment agreement
(i) Equity transfer agreement
1. Main participants in equity transfer
Transferor: Unconventional Wisdom Limited
Transferee: charging leading Limited
Target company: Beijing zero unlimited Technology Co., Ltd
2. Overall transfer arrangement: according to the terms and conditions of this agreement, the transferor transfers 2.7830% equity of the subject company (corresponding to the registered capital of the subject company of RMB 712458, “equity to be transferred”) to the transferee at the price of USD 102310.
3. Payment method and time: the transferee shall pay the equity transfer price payable to the transferor on the delivery date.
4. Special commitment of the transferor: the transferor promises that after receiving the equity transfer price paid by the transferee, all the equity transfer price after deducting the taxes required for this equity transfer shall be invested in the subject company in the form of convertible loan, When the corresponding preconditions are met, the registered capital of the target company shall be increased and the transferor shall subscribe with the creditor’s rights enjoyed by the target company due to the loan provided to the target company.
5. Conditions for entry into force of the agreement: this Agreement shall enter into force after being properly signed by all parties.
（2） Convertible bond investment agreement
1. Main participants of convertible bond investment
Investor: Anker innovations Limited
Investee: Beijing zero infinite Technology Co., Ltd
2. Overall arrangement: according to the terms and conditions of this agreement, the investor agrees to provide the investee with a principal amount of 4,
