Anker Innovations Technology Co.Ltd(300866) : Announcement on foreign investment and related party transactions of wholly-owned subsidiaries

Securities code: 300866 securities abbreviation: Anker Innovations Technology Co.Ltd(300866) Announcement No.: 2021-065 Anker Innovations Technology Co.Ltd(300866)

Announcement on foreign investment and related party transactions of wholly owned subsidiaries

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、 Charging leading Limited (hereinafter referred to as “charging leading”) and Anker innovations Limited (hereinafter referred to as “Anker HK”), wholly-owned subsidiaries of Anker Innovations Technology Co.Ltd(300866) (hereinafter referred to as “the company”, “the company” or ” Anker Innovations Technology Co.Ltd(300866) “), intend to invest in Beijing zero unlimited technology Co., Ltd. (hereinafter referred to as “zero unlimited” or “Subject company”);

2. Whereas Ms. He Li, one of the joint actual controllers of the company, serves as the director of zero infinity, zero Infinity has a related relationship with the company, and this foreign investment constitutes a related party transaction;

3. This investment does not constitute a major asset restructuring as stipulated in the administrative measures for major asset restructuring of listed companies, and does not need to be approved by relevant regulatory authorities.

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 zero unlimited with its own funds of no more than US $5 million through its wholly-owned subsidiaries charging leading and Anker HK, including:

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 valuation level of domestic and foreign listed companies in the same industry, and according to the existing business scale, new product potential and future growth trend of the industry of the target company, the investment pricing is determined through consultation with the target company by all parties to the investment 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

For the convertible bond loan of USD 4897690, unless otherwise agreed by the parties, the borrowing interest rate of the convertible bond loan is 8% / year (simple interest), and both the investor and the investee have the right to start

 

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