Huatai United Securities Co., Ltd
About Masterwork Group Co.Ltd(300195)
Verification opinions on transfer of partial equity of wholly-owned subsidiaries and capital increase and related party transactions
Huatai United Securities Co., Ltd. (hereinafter referred to as “Huatai united” or “sponsor”) as the sponsor of Masterwork Group Co.Ltd(300195) (hereinafter referred to as ” Masterwork Group Co.Ltd(300195) ” or “company”), in accordance with the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for the standardized operation of GEM listed companies of Shenzhen Stock Exchange and the administrative measures for the recommendation business of securities issuance and listing And other relevant regulations, and checked the matters of Masterwork Group Co.Ltd(300195) transfer of part of the equity of the wholly-owned subsidiary, capital increase and related party transactions. The specific circumstances are as follows: I. overview of related party transactions
(i) Basic information of related party transactions
The company signed the equity transfer and capital increase agreement with Heidelberger Druckmaschinen AG (hereinafter referred to as “Heidelberg”) on December 23, 2021. The company plans to transfer the wholly-owned subsidiary Tianjin Changde Technology Co., Ltd. (hereinafter referred to as “Changde technology” or “joint venture”) ）40% of the equity was transferred to Heidelberg at a transfer price of RMB 3.2 million; After the equity transfer, Changde technology will be changed into a Sino foreign joint venture. The company and Heidelberg plan to jointly increase the capital of the joint venture, of which the company will increase the capital of the joint venture with its own capital of RMB 133.5 million, Heidelberg increased the capital of the joint venture with its proprietary technology valued at RMB 89 million (hereinafter referred to as “proprietary technology”), which is necessary for the joint venture to supply Heidelberg and relevant high-end parts of the company and is effective for a long time. Heidelberg hired China Tonghua asset appraisal (Shanghai) Co., Ltd. (hereinafter referred to as “China Tonghua”) ）After the capital increase, the total registered capital of the joint venture is 230.5 million yuan, of which the company will hold 60% of the equity of the joint venture and Heidelberg will hold 40% of the equity of the joint venture.
（2） Association relationship
Ms. Li Li, chairman, President, controlling shareholder and actual controller of the company, served as the shareholder representative supervisor of Heidelberg, Meanwhile, Tianjin Mingxuan Investment Co., Ltd. (hereinafter referred to as “Mingxuan investment”), which is actually controlled, holds 100% equity of masterwork machinery s à rl. (hereinafter referred to as “EVA Luxembourg”), and EVA Luxembourg holds 2574377shares of Heidelberg, accounting for 8.46% of the total shares of Heidelberg; Gao Mei, the director of the company, serves as the investment manager of Mingxuan. According to Heidelberg is a related party of the company in accordance with the relevant provisions of the Shenzhen Stock Exchange GEM Listing Rules (revised in 2020), the Shenzhen Stock Exchange GEM listed companies’ standardized operation guidelines (revised in 2020) and the articles of association.
（3） Deliberations
On December 23, 2021, the 22nd Meeting of the 5th board of directors of the company considered and adopted the proposal on the transfer of equity of wholly-owned subsidiaries and related party transactions. The related directors Li Li and Gao Mei avoided voting, and 5 non related directors should participate in the voting. The proposal was adopted with 5 votes in favor, 0 votes against and 0 abstentions. The independent directors recognized the connected transaction in advance and expressed independent opinions on the connected transaction. The proposal was deliberated and approved at the 20th meeting of the 5th board of supervisors of the company and issued audit opinions. This connected transaction needs to be submitted to the general meeting of shareholders of the company for deliberation, and the connected persons interested in the connected transaction will withdraw from voting. This connected transaction does not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies, and does not need to be approved by relevant departments. The board of directors of the company authorizes the chairman and his authorized personnel to handle the specific matters of this transaction.
2、 Basic information of related parties
Company name: Heidelberger Druckmaschinen AG (Chinese name “Heidelberg Printing Machinery Co., Ltd.”)
Nature of enterprise: joint stock company
Company domicile: Kurf ü rsten-anlage52-60, Heidelberg, Baden-W ü rttemberg, 69115, Germany
Business Registration No.: hrb330004
Business scope: provide prepress equipment, including computer direct plate making (CTP), screen printing and computer direct plate making (CTS); provide printing equipment, including digital printing, sheet fed offset printing, flexographic printing, label printing, etc.
The audited financial data of Heidelberg are as follows:
In millions of euros
Project September 30, 2021 March 31, 2021 March 31, 2020
Total assets 2194.722168.952602.66
Total liabilities 2058.212059.912400.24
Net asset value 136.51109 four thousand two hundred and two point four two
In millions of euros
Project April September 2021 fiscal year 2020 / 2021 fiscal year 2019 / 2020 fiscal year
Net sales revenue 983.351913.172349.45
Net profit after tax 12.67-42.89-343.00
Heidelberg operates normally, has good credit status, has good performance ability, can perform the contract in daily transactions, and there are no major uncertainties affecting its performance ability.
3、 Subject matter of transaction
(i) Basic information of transaction object
Name: Tianjin Changde Technology Co., Ltd
Unified social credit Code: 91120113ma06yxeu2g
Type: limited liability company (sole proprietorship of legal person)
Address: No. 30, Yongxing Road, high end Park, Tianjin Beichen economic and Technological Development Zone, Beichen District, Tianjin
Legal representative: Li Li
Registered capital: eight million yuan
Date of establishment: April 7, 2020
Business term: April 7, 2020 to long term
Business scope: general items: technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Machining of mechanical parts and components; Sales of mechanical parts and components. (except for the items that need to be approved according to law, the business activities shall be carried out independently according to the business license). Licensed items: import and export of goods. (for the items that need to be approved according to law, the business activities can be carried out only with the approval of relevant departments. The specific business items shall be subject to the approval documents or licenses of relevant departments.)
Up to now, the equity structure of Changde technology is as follows:
No. shareholder name registered capital (10000 yuan) shareholding ratio
1 Masterwork Group Co.Ltd(300195) 800.00100. 00%
Total 800.00100.00 00%
After the equity transfer and capital increase, the equity structure is as follows:
No. shareholder name registered capital (10000 yuan) shareholding ratio
1 Masterwork Group Co.Ltd(300195) 13,830.0060. 00%
2Heidelberger Druckmaschinen AG9,220.0040. 00%
Total 23050.00100.00 00%
（2） Financial data of the subject asset in the latest year and period
Unit: Yuan
Project September 30, 2021 December 31, 2020
Total assets 9397611.786869802.37
Accounts receivable 3913074.76277035.69
Total liabilities 17344477.584048445.70
Net assets attributable to parent company -7946865.802821356.67
Unit: Yuan
Project from January to September 2021 to April to December 2020
Operating income 4664845.96260768.51
Operating profit -7930860.07-5178643.33
Net profit attributable to parent company -7925822.76-5178643.33
Note: the above financial data have been audited by Beijing Zhongming Guocheng Certified Public Accountants (special general partnership) and ShineWing Certified Public Accountants (special general partnership) Tianjin Branch
According to the inquiry of China executive information disclosure network, as of December 23, 2021, Changde technology is not a dishonest executee, and its credit status is good.
4、 Main contents of the agreement
Party A: Masterwork Group Co.Ltd(300195) ( Masterwork Group Co.Ltd(300195) or company)
Party B: Heidelberger Druckmaschinen AG (Heidelberg)
Target company: Tianjin Changde Technology Co., Ltd
1. Equity transfer
Masterwork Group Co.Ltd(300195) agrees to sell and Heidelberg agrees to purchase 40% of the equity of the subject company held by Masterwork Group Co.Ltd(300195) in accordance with the agreement, which constitutes 40% of the registered capital of the subject company. After the equity transfer, Masterwork Group Co.Ltd(300195) holds 60% of the equity of the target company and Heidelberg holds 40% of the equity of the target company.
Immediately after the equity transfer, Masterwork Group Co.Ltd(300195) and Heidelberg will subscribe for the new registered capital of the subject company according to their respective proportion of registered capital in accordance with the terms of this agreement.
2. Consideration
The consideration payable for equity is RMB 3200000. Within 10 days after meeting the payment conditions, Heidelberg shall pay the purchase price to the asset realization account designated by Masterwork Group Co.Ltd(300195) by direct cash remittance. The payment conditions include: (1) the applicable registration and filing (including the registration of EVA equity transfer detailed in this agreement at the state market supervision administration of China) shall have been completed; (2) Masterwork Group Co.Ltd(300195) shall have opened an asset realization account with the relevant bank and provided the bank account information to Heidelberg.
3. Capital increase and contribution
The parties further agree to start the subscription of the new registered capital of the subject company within 15 days after the completion of the equity transfer.
Heidelberg agreed to subscribe for the increased registered capital of RMB 89000000, Heidelberg shall contribute in the form of transferring the ownership of unregistered know-how to the subject company (“know-how”) ）, Heidelberg will eventually hold 40% of the company’s newly increased registered capital. Each party confirms that the valuation report attached to this Agreement and the evaluation results of its proprietary technology shall be issued by a Chinese accounting firm or evaluation institution with relevant evaluation qualification recognized by the CSRC.
Masterwork Group Co.Ltd(300195) agrees to subscribe for the increased registered capital of RMB 133500000, which is invested by Masterwork Group Co.Ltd(300195) in cash and implemented in a way that can fully support the company’s investment plan and annual financial budget plan according to the requirements of the target company
