Securities code: 002723 securities abbreviation: Kennede Electronics Mfg.Co.Ltd(002723) announcement Code: 2021-158 Kennede Electronics Mfg.Co.Ltd(002723)
Announcement on the reply to the letter of concern of Shenzhen Stock Exchange
Kennede Electronics Mfg.Co.Ltd(002723) (hereinafter referred to as the “company” or “listed company”) received the letter of concern on Kennede Electronics Mfg.Co.Ltd(002723) issued by the management department of listed companies of Shenzhen Stock Exchange on December 16, 2021 (company department concern letter [2021] No. 453), requesting the company to purchase Hangzhou Yuyou NEW consumer Technology Co., Ltd. (hereinafter referred to as “Yuyou new consumption” or “target company” ）85% of the shares shall be carefully self inspected and explained in detail. The board of directors of the company has carefully checked and replied to relevant matters, and now the relevant replies are announced as follows:
Question 1: please further explain the detailed reasons why your independent directors abstained from voting on the above proposal, The directors who voted in favor of your company are also requested to explain whether they have complied with the guidelines for the standardized operation of listed companies (revised in 2020) of the exchange during the deliberation of the above proposal Section 3.3 Article 1 and other relevant provisions, fully consider the impact of the matters under consideration on the listed company and the existing risks, diligently perform the duties of directors with normal and reasonable prudence, and explain the reasons and rationality for your company to promote the above transactions in the case of serious differences between the board of directors.
[company reply]:
The company held a board meeting on December 14, 2021 to discuss the acquisition of 85% shares of Hangzhou Yuyou new consumer Technology Co., Ltd. the directors discussed the company’s strategic development direction, acquisition time point, acquisition target business, counterparty performance compensation measures and other aspects, and voted on the transaction according to their own judgment.
On December 24, 2021, the company held the 26th meeting of the 5th board of directors to consider and pass the proposal on terminating the acquisition of part of the equity of Yuyou new consumer Technology Co., Ltd. after careful consideration, the board of directors unanimously agreed to terminate the acquisition of 85% shares of Hangzhou Yuyou new consumer Technology Co., Ltd.
Question 2: Please disclose in detail the main business content, business development mode and business model of Yuyou new consumption, the basic situation, market prospect and competition pattern of the industry in which the relevant business is located, whether it is engaged in relevant businesses such as “online Red live broadcasting” and “online red with goods”, and whether it is engaged in stock price speculation in line with hot concepts such as “online Red economy” and “MCN organization”.
[company reply]:
Since its establishment, relying on the media resources and rich video production experience accumulated by the shareholder Yuyou media in the field of long video, Yuyou new consumption has actively provided Internet comprehensive marketing services around consumer goods, Based on the in-depth understanding of the customer’s product and brand development strategy, formulate an overall Internet comprehensive marketing solution in line with the customer’s brand and business development strategic planning according to the customer’s product sales and brand promotion needs. The business contents of Yuyou new consumption include content customization, short video production and distribution, brand agent operation and whole case marketing. The business development mode and business model provide customers with customized entertainment marketing integration, brand whole case content marketing, live broadcast agent operation, video Number agent operation and other services, and obtain corresponding service income.
The new media marketing industry of Yuyou new consumption is mainly based on the Internet, especially the mobile Internet. In recent years, affected by the epidemic, enterprises have paid more attention to Internet marketing. As an important means to boost the digital transformation of enterprises, its effect and value have been continuously reflected, and the investment in Internet new media marketing will continue to increase. In addition, the international epidemic in China has not been completely eliminated, and online shopping has become the main shopping channel for consumers. Short video and live broadcasting make it easier for netizens and consumers to accept live shopping.
At present, Yuyou new consumption has developed into a leading enterprise in the industry and has certain competitive advantages. According to the institutional list of “Taobao list” in July 2021, Yuyou new consumption has ranked sixth, indicating that Yuyou new consumption has certain first mover advantages in the industry, strong business ability and efficient resource integration ability in the industry. Yuyou’s new consumer business is developing well, with a net profit of 550000 yuan in 2019, 15.56 million yuan in 2020 and 9.07 million yuan in the first half of 2021, with a good growth trend.
Question 3: as of September 30, 2021, the monetary fund balance of your company is 62.5192 million yuan. Please supplement the specific capital source of this acquisition, and explain the proposed way to ensure the working capital required by your company’s daily production and operation in combination with your company’s assets, liabilities, cash flow and funds required for daily operation. Please carefully evaluate the impact of this transaction on your company’s financial security again and express clear opinions.
[company reply]:
The company has held the 26th meeting of the 5th board of directors on December 24, 2021, deliberated and approved the proposal on terminating the acquisition of part of the equity of Yuyou new consumption, and the company does not need to pay the equity transfer payment for this transaction.
Question 4: according to the appraisal report, as of June 30, 2021, the book value of the net assets of Yuyou new consumption was 39.8378 million yuan. According to the income method, the total equity value of the shareholders of Yuyou new consumption was 384.41 million yuan, and the appraisal appreciation rate was 864.94%. Please supplement the disclosure:
(1) The main parameters and determination basis of this appraisal, listing the income growth rate, gross profit margin, cost and expense rate, discount rate, etc., as well as the detailed calculation process of future cash flow in the forecast period and sustainability period;
(2) Please conclude the historical operation of comparable companies, comparable transactions and Yuyou new consumption in the contract industry, explain the specific reasons for the high evaluation value-added rate, and fully prompt the relevant risks.
(3) The necessity of this acquisition and the safeguard measures for safeguarding the interests of the listed company are demonstrated again in combination with the above questions. [reply of the company]:
The company has held the 26th meeting of the 5th board of directors on December 24, 2021, deliberated and adopted the proposal on terminating the acquisition of part of the equity of Yuyou new consumption. In view of the termination of this transaction, for the details of the evaluation of Yuyou new consumption, please refer to the company’s announcement on cninfo.com, the designated information disclosure media, on December 16, 2021（ http://cninfo.com..cn. ）Relevant announcements on.
Question 5: other matters that your company thinks should be explained.
[company reply]:
The company has no other matters to be explained.
It is hereby announced.
Kennede Electronics Mfg.Co.Ltd(002723) board of directors December 27, 2021
