Securities code: 300567 securities abbreviation: Wuhan Jingce Electronic Group Co.Ltd(300567) Announcement No.: 2021-124 Wuhan Jingce Electronic Group Co.Ltd(300567)
Announcement on the sale of equity by subsidiaries and the signing of 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”) combined with its own strategic planning and business development, in order to further integrate resources, give full play to its business advantages, improve the overall operation level, improve management efficiency and realize asset income, Suzhou Jinglai photoelectric Co., Ltd. (hereinafter referred to as “Suzhou Jinglai”) and Xiamen Fujian Septwolves Industry Co.Ltd(002029) Shenglian Hengyuan equity investment partnership (limited partnership) (hereinafter referred to as “Xiamen Fujian Septwolves Industry Co.Ltd(002029) “), Quanzhou Fujian Septwolves Industry Co.Ltd(002029) Shenglian equity investment fund partnership (limited partnership) (hereinafter referred to as “Quanzhou Fujian Septwolves Industry Co.Ltd(002029) “) and Jiangsu Ruixin tongNing semiconductor industry investment fund partnership (limited partnership) (hereinafter referred to as “Ruixin fund”) signed on December 22, 2021 Equity transfer agreement.
Suzhou Jinglai holds its shareholding subsidiary Suzhou Keyun Laser Technology Co., Ltd. (hereinafter referred to as “Suzhou Keyun” and “target company”) ）Part of the equity of Suzhou Keyun will be transferred, and the 10 million registered capital held by Suzhou Keyun will be transferred at RMB 48.4 million, corresponding to 6.89% equity of Suzhou Keyun; Among them, it transferred its registered capital of 3 million yuan held by Suzhou Keyun to Xiamen Fujian Septwolves Industry Co.Ltd(002029) with RMB 14.52 million, corresponding to 2.07% equity of Suzhou Keyun; Transfer its registered capital of 2 million yuan of Suzhou Keyun to Quanzhou Fujian Septwolves Industry Co.Ltd(002029) with RMB 9.68 million, corresponding to 1.38% equity of Suzhou Keyun; Transfer its registered capital of 5 million yuan held by Suzhou Keyun to Ruixin fund with RMB 24.2 million, corresponding to 3.44% equity of Suzhou Keyun.
After the completion of the above equity transfer, the proportion of equity held by Suzhou Jinglai in Suzhou Keyun was changed from 20.66% to 13.77%. The equity transfer 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） Approval procedure
On December 22, 2021, the 39th meeting of the third board of directors of the company deliberated and adopted the agreement on the sale of equity by subsidiaries and signed it with 5 votes in favor, 0 votes against and 0 abstentions
<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 equity transfer 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 equity transfer does not involve related party transactions, nor does it constitute a major asset reorganization specified in the administrative measures for major asset reorganization of listed companies.
2、 Basic information of counterparty
(i) Xiamen Fujian Septwolves Industry Co.Ltd(002029) Shenglian Hengyuan equity investment partnership (limited partnership)
Company name: Xiamen Fujian Septwolves Industry Co.Ltd(002029) Shenglian Hengyuan equity investment partnership (limited partnership)
Unified social credit Code: 91350203ma8tgua6xh
Date of establishment: June 30, 2021
Registered address: room 1807-8, No. 77, Tainan Road, Siming District, Xiamen
Executive partner: Xiamen Qisheng Venture Capital Co., Ltd
Registered capital: 100 million yuan
Business scope: general items: engaging in investment activities with its own funds. (except for the projects subject to approval according to law, the company shall independently carry out business activities according to law with its business license).
Ownership structure:
No. partner name’s proportion in total capital contribution
1 Xiamen huipan Trading Co., Ltd. 70.00%
2 Xiamen Panhong Trading Co., Ltd. 29.00%
3 Xiamen Qisheng Venture Capital Co., Ltd. 1.00%
Total 100.00%
The actual controller of Xiamen Fujian Septwolves Industry Co.Ltd(002029) is Xiamen Qisheng Venture Capital Co., Ltd., and its main financial indicators in the latest period are as follows:
Main financial indicators: September 30, 2021 (unit: yuan)
Total assets 191937392.05
Total liabilities 59945657.53
Net assets 131991734.52
Operating income 2250163.19
Net profit 21536672.82
Xiamen Fujian Septwolves Industry Co.Ltd(002029) has no relationship with the company and its top ten shareholders in terms of property rights, business, assets, creditor’s rights and debts, personnel and other relationships that may cause the company to favor its interests. According to the inquiry of China execution information disclosure network, the above counterparties are not dishonest Executees.
（2） Quanzhou Fujian Septwolves Industry Co.Ltd(002029) Shenglian equity investment fund partnership (limited partnership)
Enterprise name: Quanzhou Fujian Septwolves Industry Co.Ltd(002029) Shenglian equity investment fund partnership (limited partnership)
Unified social credit Code: 91350582ma31jngh0x
Date of establishment: June 1, 2018
Registered address: No. 655, Zhongxing South Road, Jinjing community, Jinjing Town, Jinjiang City, Quanzhou City, Fujian Province
Executive partner: Quanzhou Fujian Septwolves Industry Co.Ltd(002029) Venture Capital Co., Ltd
Registered capital: 500 million yuan
Business scope: investment in primary industry, secondary industry and tertiary industry (unless otherwise provided by laws and regulations). (for projects that must be approved according to law, business activities can be carried out only after being approved by relevant departments).
Ownership structure:
No. partner name’s proportion in total capital contribution
1 Fujian Fujian Septwolves Industry Co.Ltd(002029) Group Co., Ltd. 65.00%
2 Quanzhou Industrial equity investment fund Co., Ltd. 30.00%
3 Xiamen gaoxinhong Equity Investment Co., Ltd. 4.00%
4 Quanzhou Fujian Septwolves Industry Co.Ltd(002029) Venture Capital Co., Ltd. 1.00%
Total 100.00%
Quanzhou Fujian Septwolves Industry Co.Ltd(002029) has no relationship with the company and its top ten shareholders in terms of property rights, business, assets, creditor’s rights and debts, personnel and other relationships that may cause the company to tilt its interests. According to the inquiry of China execution information disclosure network, the above counterparties are not dishonest Executees.
（3） Jiangsu Ruixin tongNing semiconductor industry investment fund partnership (limited partnership)
Company name: Jiangsu Ruixin tongNing semiconductor industry investment fund partnership (limited partnership)
Unified social credit Code: 91320612ma254y0n8y
Date of establishment: January 28, 2021
Registered address: a1-903, Jianghai Zhihui Park, No. 266, New Century Avenue, Nantong high tech Zone
Executive partner: Jiangsu Ruixin TONGNING Private Equity Fund Management Co., Ltd
Registered capital: 1658.25 million yuan
Business scope: general items: engaging in equity investment, investment management, asset management and other activities with private funds (business activities can be carried out only after completing the registration and filing with China Securities Investment Fund Industry Association) (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. partner name’s proportion in total capital contribution
1 Nantong Zhihui industrial investment fund partnership (limited partnership) 30.1523%
2 Haining pan Semiconductor Industry Investment Co., Ltd. 24.1218%
3 Beijing Financial Street Holdings Co.Ltd(000402) capital operation center 12.0609%
4 Shanghai Baoding Investment Management Co., Ltd. 6.0305%
5 Gongqing Chengxing orange Xinxin equity investment partnership (limited partnership) 6.0305%
6 Haining golden orange investment partnership (limited partnership) 6.0305%
7 Shanghai Jinjing Investment Management Consulting Co., Ltd. 6.0305%
8 Guobang Industrial Investment Co., Ltd. 6.0305%
9 Pingxiang Aoye Investment Development Co., Ltd. 3.0152%
10 Jiangsu Ruixin TONGNING Private Equity Fund Management Co., Ltd. 0.4975%
Total 100.0000%
Note 1: any discrepancy between the total and the sum of the itemized values in this announcement is caused by rounding.
The actual controller of Ruixin fund is Jiangsu Ruixin TONGNING Private Equity Fund Management Co., Ltd., and its main financial indicators in the latest period are as follows:
Main financial indicators: September 30, 2021 (unit: yuan)
Total assets 7554355.50
Total liabilities -42972.94
Net assets 7597328.44
Operating income 0
Net profit -2402671.56
Ruixin fund has no relationship with the company and its top ten shareholders in terms of property rights, business, assets, creditor’s rights and debts, personnel and other relationships that may cause the company to tilt its interests. According to the inquiry of China execution information disclosure network, the above counterparties are not dishonest Executees.
3、 Basic information of transaction object
(i) Company name: Suzhou Keyun Laser Technology Co., Ltd
(1) Basic information
Unified social credit Code: 91320500ma1xmwyj8g
Type: limited liability company (invested or controlled by natural person)
Date of establishment: December 20, 2018
Registered address: No. 668, Songwei Road, Guoxiang street, Wuzhong Economic Development Zone, Suzhou
Legal representative: Huang Yang
Registered capital: 145.225 million yuan only
Business scope: technology development, technology transfer, technical consultation and technical services in the field of laser, Siasun Robot&Automation Co.Ltd(300024) and automation; R & D, production, sales and technical services of laser equipment and accessories; Self support and agency of import and export business of various commodities and technologies. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments) general projects: Sales of ink (excluding hazardous chemicals); sales of chemical products (excluding licensed chemical products); sales of special chemical products (excluding hazardous chemicals) (except for projects subject to approval according to law, business activities can be carried out independently according to law with business license)
(2) Before the equity transfer, the equity structure of Suzhou Keyun is as follows:
No. before shareholder name transfer
Shareholding ratio
1 Huangyang 21.35%
2 Suzhou Jinglai photoelectric Co., Ltd. 20.66%
3 Suzhou Keyun enterprise management partnership (limited partnership) 6.89%
4 Xinyu yijiade equity investment partnership (limited partnership) 6.89%
5 Hubei Xiaomi Changjiang industry fund partnership (limited partnership) 6.34%
6 Jiaxing Qianzhan Bozhi venture capital partnership (limited partnership) 6.34%
7 Nanjing Jinpu Xinchao Jixiang Venture Capital Co., Ltd
