Securities code: 300567 securities abbreviation: Wuhan Jingce Electronic Group Co.Ltd(300567) Announcement No.: 2021-123 Wuhan Jingce Electronic Group Co.Ltd(300567)
Announcement on foreign investment and signing of capital increase and equity transfer 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.
1、 Transaction overview
(i) Basic information of the transaction
Wuhan Jingce Electronic Group Co.Ltd(300567) (hereinafter referred to as the “company”) and Kunshan Longyu Intelligent Technology Co., Ltd. (hereinafter referred to as “Kunshan Longyu”, “target company” or “target company”) and their shareholders Niu Runze, Chen Wenlong, Kunshan Zhongxu Enterprise Management Consulting Co., Ltd., Kunshan Zhanxi enterprise management partnership (limited partnership) and Kunshan Yizhan enterprise management partnership (limited partnership) and Suzhou EVA Siasun Robot&Automation Co.Ltd(300024) Co., Ltd. signed the capital increase and equity transfer agreement on December 22, 2021. The company plans to increase the capital and acquire equity of Kunshan Longyu with its own capital of RMB 50 million. After the completion of this transaction, the company will become a new shareholder of Kunshan Longyu and hold 20% of its equity.
This investment will not have an adverse impact on the company’s production, operation and development, which is in line with the company’s long-term development plan and the interests of all shareholders and the company.
（2） Voting conditions considered by the board of directors
On December 22, 2021, the 39th meeting of the third board of directors of the company deliberated and adopted the agreement on foreign investment and signing with 5 affirmative votes, 0 negative votes and 0 abstention votes
<增资及股权转让协议>
The independent directors expressed their independent opinions. According to the Shenzhen Stock Exchange GEM Listing Rules, the Wuhan Jingce Electronic Group Co.Ltd(300567) articles of association and other relevant provisions, this investment is within the approval authority of the board of directors of the company and does not need to be submitted to the general meeting of shareholders for deliberation.
（3） Whether it constitutes a connected transaction
This investment does not involve related party transactions, nor does it constitute a major asset restructuring as stipulated in the measures for the administration of major asset restructuring of listed companies.
2、 Basic information of counterparty
(I) Niu Runze, ID number: 140411********0423, address: Kunshan, Jiangsu. (two) Chen Wenlong, ID number: 350623********6034, address: Kunshan, Jiangsu. (three) Kunshan Zhong Xu Business Management Consulting Co., Ltd.
Unified social credit Code: 91320583ma1nxr839l
Type: limited liability company (invested or controlled by natural person)
Registered capital: RMB 626274
Registered address: room 805, room 1, No. 268, Dengyun Road, Yushan Town, Kunshan City
Legal representative: Chen Wenlong
Date of establishment: May 8, 2017
Business term: May 8, 2017 to May 7, 2067
Business scope: enterprise management consulting services, non administrative licensing business information consulting. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Ownership structure:
No. proportion of shareholders’ capital contribution
1 ox moisturizing 60.95%
2 Chen Wenlong 39.05%
Total 100.00%
（4） Kunshan Zhanxi enterprise management partnership (limited partnership)
Unified social credit Code: 91320583ma27gcr5x2
Type: limited partnership
Registered capital: 6.055 million yuan
Registered address: room 1003, building 3, Zhongke innovation Plaza, Huaqiao Town, Kunshan City
Executive partner: Chen Wenlong
Date of establishment: November 25, 2021
Partnership term: November 25, 2021 to no fixed term
Business scope: general items: enterprise management; Enterprise management consulting; Information consulting services (excluding licensing information consulting services); information technology consulting services; technical services, technology development, technology consulting, technology exchange, technology transfer and technology promotion; software development; conference and exhibition services; advertising design and agency; advertising release; advertising production (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)
Ownership structure:
No. proportion of shareholders’ capital contribution
1 sun Jianguo 99.9901%
2 Chen Wenlong 0.0099%
Total 100.00%
（5） Kunshan Yizhan enterprise management partnership (limited partnership)
Unified social credit Code: 91320583ma27gckjxd
Type: limited partnership
Registered capital: 6.055 million yuan
Registered address: room 1003, building 3, Zhongke innovation Plaza, Huaqiao Town, Kunshan City
Executive partner: Chen Wenlong
Date of establishment: November 25, 2021
Partnership term: November 25, 2021 to no fixed term
Business scope: general items: enterprise management; Enterprise management consulting; Information consulting services (excluding licensing information consulting services); information technology consulting services; technical services, technology development, technology consulting, technology exchange, technology transfer and technology promotion; software development; conference and exhibition services; advertising design and agency; advertising release; advertising production (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)
Ownership structure:
No. proportion of shareholders’ capital contribution
1 longqiong 30.0248%
2 Wang Qinsheng 19.9686%
3. Wu Caicai 19.9686%
4 pan Weiren 19.9686%
5 Guo Pengyan 10.0595%
6 Chen Wenlong 0.0099%
Total 100.00%
（6） Suzhou EVA Siasun Robot&Automation Co.Ltd(300024) Co., Ltd
Unified social credit Code: 91320583ma1mf59nxc
Type: limited liability company (invested or controlled by natural person)
Registered capital: RMB 10 million
Registered address: 1f, building 1, Fumin phase III, No. 818, Wusong Road, Guoxiang street, Wuzhong Economic Development Zone, Suzhou
Legal representative: Du Juan
Date of establishment: February 3, 2016
Business term: February 3, 2016 to February 2, 2066
Business scope: Siasun Robot&Automation Co.Ltd(300024) design and sales; Sales of photoelectric equipment; Design, sales and technical services of computer software and hardware; Technical development, technical consultation and technical services in the field of computer science and technology; Self operated and Acting import and export business of goods and technology. (for items subject to approval according to law, business activities can be carried out only after approval by relevant departments) general items: Labor Services (excluding labor dispatch); daily mask (non-medical) production (except for items subject to approval according to law, business activities can be carried out independently according to law with business license)
Ownership structure:
No. proportion of shareholders’ capital contribution
1 Du Juan 50.00%
2 Niu Chaojun 50.00%
Total 100.00%
The above counterparties and the company and the top ten shareholders of the company have no related relationship in terms of property rights, business, assets, creditor’s rights and debts, personnel, etc. and other relationships that may cause the company to favor its interests. According to the inquiry of China execution information disclosure network, none of the above counterparties are dishonest Executees.
3、 Basic information of investment object
(i) Kunshan Longyu Intelligent Technology Co., Ltd
(1) Basic information
Unified social credit Code: 91320583ma1p2t4j2g
Type: limited liability company
Date of establishment: May 25, 2017
Registered address: building h, No. 299, Yuyang Road, Yushan Town, Kunshan City
Legal representative: Chen Wenlong
Registered capital: 30.04 million yuan only
Business scope: R & D, production and sales of automation equipment, tooling fixtures and test equipment; Machinery manufacturing, sheet metal, precision hardware parts processing; Development, sales and consulting services of computer software; Sales and maintenance of mechanical arms, electronic products, hardware products and accessories; Technology development, technology transfer, technical consultation and technical services in the field of Electronic Science and technology; Import and export of goods and technology. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
(2) The equity structure of Kunshan Longyu before and after the capital increase and equity transfer is as follows:
Before capital increase and equity transfer and after capital increase and equity transfer
Contribution amount of shareholder No. (10000 contribution proportion) (10000 contribution proportion) (yuan) (%) (%)
1 Kunshan Zhongxu enterprise management 1387.847246 20%1,387.847239. 11% Consulting Co., Ltd
2 Niu Runze 466.821615 54%376.701610. 62%
3 Chen Wenlong 299.19849 96%224.09846. 31%
Kunshan Zhanxi enterprise management
4 partnership (limited partnership 200.06646.66% 200.06645.64%)
Kunshan Yizhan enterprise management
5 partnership (limited partnership 200.06646.66% 200.06645.64%)
6 Suzhou EVA Siasun Robot&Automation Co.Ltd(300024) has 450.000014 98%450.000012. 68% Limited
7 Wuhan Wuhan Jingce Electronic Group Co.Ltd(300567) group — 709.695020 00% Co., Ltd
Total 3004.0000100.00 00%3,548.4750100. 00%
Note: the subscribed capital contribution and equity ratio of the above shareholders shall be subject to the signing of the final agreement and industrial and commercial registration. (3) The financial data of Kunshan Longyu in the latest year and the first period are as follows:
Total assets net assets operating income net profit of the project
(10000 yuan) (10000 yuan) (10000 yuan) (10000 yuan)
In 2020, 15791.615299.0810924 033215.99 (Unaudited)
January June 2021 12994.697611.387109.432312.30 (Unaudited)
(4) The property right of the subject asset is clear, there is no property right dispute, mortgage, pledge or other third-party rights, there is no major dispute, litigation or arbitration involving relevant assets, and there are no judicial measures such as seizure and freezing.
(5) Other shareholders of the subject company have waived the preemptive right to subscribe / purchase.
(6) The articles of association or other documents of the subject company do not contain other provisions restricting shareholders’ rights other than laws and regulations. The subject company is not a dishonest person.
（2） Pricing basis of transaction object
Upon consensus of all parties, refer to
