Securities code: Shenzhen Kingsino Technology Co.Ltd(002548) securities abbreviation: Shenzhen Kingsino Technology Co.Ltd(002548) Announcement No.: 2022027 bond Code: 128036 bond abbreviation: Jinnong convertible bond
Shenzhen Kingsino Technology Co.Ltd(002548)
Announcement on the acquisition of minority shareholders’ rights and interests of holding 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.
1、 Transaction overview
Shenzhen Kingsino Technology Co.Ltd(002548) (hereinafter referred to as “the company” or ” Shenzhen Kingsino Technology Co.Ltd(002548) “) deliberated and adopted the proposal on the acquisition of minority shareholders’ interests of holding subsidiaries at the 23rd (Interim) meeting of the Fifth Board of directors held on March 4, 2022. In order to develop pig breeding business, It is planned to acquire 49% equity of Fujian Yichun Agricultural Development Co., Ltd. (hereinafter referred to as “Fujian Yichun”) with RMB 271.1 million, of which, it is planned to acquire 33% equity of Fujian Yichun ecological agricultural science and Technology Park Co., Ltd. (hereinafter referred to as “Yichun ecology”) with RMB 1825703 million, It purchased the 16% equity of Fujian Yichun held by Nanping Yanping Swire Ecological Agriculture Co., Ltd. (hereinafter referred to as “Swire ecology”) with 885297 million yuan. After the acquisition, Fujian Yichun will become a wholly-owned subsidiary of the company.
This transaction does not constitute a major asset restructuring stipulated in the administrative measures for major asset restructuring of listed companies and does not belong to related party transactions. According to the relevant provisions of the stock listing rules of Shenzhen Stock Exchange (revised in 2022), the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and the articles of association, This transaction still needs to be submitted to the general meeting of shareholders of the company for deliberation.
2、 Basic information of the counterparty
（1） Counterparty 1: Fujian Yichun ecological agricultural science and Technology Park Co., Ltd
1. Basic information
Name: Fujian Yichun ecological agricultural science and Technology Park Co., Ltd
Unified social credit code 913507005532141055
Type limited liability company
Address: xiaozhanping, yangkeng village, Xiadao Town, Yanping District, Nanping City, Fujian Province
Legal representative: Yu Zhenqi
The registered capital is 5 million yuan
Date of establishment: April 2, 2010
Business scope pig breeding and sales; Cash crop planting; Flower planting; Lawn cultivation and sales; Aquaculture (excluding beaches) and sales; Seedling sales; Horticultural development; Agricultural tourism; Agricultural technology development, scientific research and technical consulting services.
2. Ownership structure
Name of shareholder shareholding ratio
Yu Yiqing 60%
Yu Zhenyang 30%
Fujian Tianyuan Agricultural Development Co., Ltd. 10%
3. Yichun ecology is not a dishonest executee. Yichun ecology has no other relationship with the company and its top ten shareholders that may or has caused the listed company to tilt its interests.
（2） Counterparty 2: Nanping Yanping Taigu Ecological Agriculture Co., Ltd
1. Basic information
Name: Nanping Yanping Taigu Ecological Agriculture Co., Ltd
Unified social credit code 91350702ma33gtyt57
Type limited liability company
Address: Floor 2, No. 136, Dazhou log yard, Yanping District, Nanping City, Fujian Province
Legal representative: Zhang Yuan
The registered capital is 3 million yuan
Date of establishment: December 26, 2019
Business scope: planting and sales of vegetables, fruits and vegetables, flowers and seedlings; Breeding and sales of fresh water, poultry and sheep; Invest in agriculture, forestry and animal husbandry.
2. Ownership structure
Name of shareholder shareholding ratio
Zheng Jianfeng 41.58%
Wu Jianhui 20.38%
Zhang Yuan 20.38%
Zheng Zhong 17.66%
3. Swire ecology is not a dishonest executee. Swire ecology has no other relationship with the company and its top ten shareholders that may or has caused the listed company to tilt its interests.
3、 Basic information of transaction object
（1） Basic information
Name: Fujian Yichun Agricultural Development Co., Ltd
Unified social credit code 91350700705273981e
Type limited liability company
Address: floor 14, building right, No. 65, Xixi Road, Sihe street, Yanping District, Nanping City
Legal representative: Yu Zhenqi
The registered capital is 187.74 million yuan
Date of establishment: June 12, 1997
Business scope: pig sales; Freshwater aquaculture and sales; Landscaping; Planting of flowers, fruits and vegetables, edible fungi and tea; Sales of flowers, fruits and vegetables and edible fungi; Agricultural technology development and advisory services. Breeding and sales of Duroc, Landrace and Yorkshire pigs; Sale of binary hybrid sows and commercial pig seedlings; Pig breeding.
（2） Brief introduction and historical evolution of Fujian Yichun enterprise
1. Company profile
Founded in 1997, Fujian Yichun is a private animal husbandry enterprise with core industries such as breeding pigs and pig breeding. Fujian Yichun has been recognized by the Ministry of agriculture as the national pig core breeding farm, science and technology demonstration base and pig standardization demonstration farm; It was rated as Fujian academician and expert workstation and provincial key leading enterprise of agricultural industrialization in Fujian Province; It has been rated as a super large pig breeding enterprise in Fujian Province for three consecutive years; The product has passed the pollution-free Shenzhen Agricultural Products Group Co.Ltd(000061) certification.
2. Historical evolution
On June 12, 1997, Yu Zhenqi, Wu Fengjiao and Liu Qiang jointly funded the establishment of Nanping Yichun Animal Husbandry Development Co., Ltd. (later changed to Fujian Yichun Agricultural Development Co., Ltd.). When the company was established, the equity structure was as follows:
Name of shareholder contribution amount (10000 yuan) shareholding ratio
Yu Zhenqi 30.00 60%
Wu Fengjiao 15.00 30%
Liu Qiang 5.00 10%
Total 50.00 100%
After several capital increases and equity transfers in February 1998, February 2001, July 2002, November 2013, July 2016, October 2016, July 2017, August 2018, December 2019 and April 2020, the equity structure of Fujian Yichun is as follows:
Name of shareholder contribution amount (10000 yuan) shareholding ratio
Wuhan Tianzhong 957551%
Spring ecology 619533%
Swire ecology Suzhou Sushi Testing Group Co.Ltd(300416) %
Total 18774100%
Note: Wuhan Tianzhong animal husbandry Co., Ltd. (hereinafter referred to as “Wuhan Tianzhong”) is a wholly-owned subsidiary of the company.
（3） Ownership structure
Pre acquisition
Name of shareholder
Contribution amount (10000 yuan) shareholding ratio contribution amount (10000 yuan) shareholding ratio
Wuhan Tianzhong 957551%
Spring ecology 619533% 0%
Swire ecology Suzhou Sushi Testing Group Co.Ltd(300416) % 0%
Shenzhen Kingsino Technology Co.Ltd(002548) 0 0% 9,199 49%
Total 18774100%
（4） Key financial data
September 30, 2021 December 31, 2020
(audited) (audited)
Total assets (10000 yuan) 80165735466110
Total liabilities (10000 yuan) 39778011224437
Accounts receivable (10000 yuan) 0.00 0.00
Net assets (10000 yuan) 40387724241673
Project from January to September 2021 to 2020
(audited) (audited)
Operating income (10000 yuan) 199309232540.35
Total profit (10000 yuan) -2209281831946
Net profit (10000 yuan) -2204671826978
Net cash flow from operating activities 9465561925158
（5） Other situations
