Securities code: Shenzhen King Explorer Science And Technology Corporation(002917) securities abbreviation: Shenzhen King Explorer Science And Technology Corporation(002917) Announcement No.: 2022022 Shenzhen King Explorer Science And Technology Corporation(002917)
Announcement on acquisition of assets
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 King Explorer Science And Technology Corporation(002917) (hereinafter referred to as “the company”) holding subsidiary Shandong shengshida Chemical Co., Ltd. (hereinafter referred to as “Shandong shengshida”) signed the asset purchase agreement with Shandong Yinguang Technology Co., Ltd. (hereinafter referred to as “Yinguang technology”) on March 6, 2022, Shandong shengshida plans to use its own funds of 71 million yuan to purchase 50 million detonator production lines and related assets of Yinguang technology.
The company held the 24th Meeting of the second board of directors on March 4, 2022, deliberated and passed the proposal on the acquisition of assets by holding subsidiaries, and agreed that Shandong shengshida would use its own funds of RMB 71 million to purchase 50 million detonator production line and related assets of Yinguang technology. According to the Listing Rules of Shenzhen Stock Exchange, the articles of association and other relevant provisions, the transaction of the company falls within the approval authority of the board of directors and does not need to be submitted to the general meeting of shareholders for deliberation.
The measures for the administration of assets reorganization of listed companies do not constitute material assets reorganization.
The purchase of assets is in line with the development plan of the company to become a large enterprise group integrating scientific research, production and blasting services, and the opinions of the Ministry of industry and information technology on promoting the high-quality development of civil explosives industry and the safety development plan of civil explosives industry in the 14th five year plan on encouraging the reorganization and integration of production enterprises The industry policy guidance direction of transforming and upgrading ordinary detonators into digital electronic detonators through capacity replacement.
2、 Basic information of the counterparty
Enterprise name: Shandong Yinguang Technology Co., Ltd
Unified social credit Code: 91371 Hangzhou Dptech Technologies Co.Ltd(300768) 702xe
Enterprise type: limited liability company (wholly owned by foreign legal person)
Date of establishment: November 23, 2004
Legal representative: Sun Bowen
Address: No. 1, Chenghua Road, Fei County, Shandong Province
Registered capital: 156 million yuan
Business scope: production of industrial detonating cord, relay detonator, plastic detonator and detonator (the validity period is subject to the license); Sell self-produced products. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments).
According to the inquiry of China executive information disclosure network, as of the disclosure date of this announcement, the above-mentioned counterparties are not dishonest Executees, and have no relationship with the company, its controlling shareholders and actual controllers in terms of property rights, business, assets, creditor’s rights and debts, personnel, or other relationships that may or have caused the company to tilt its interests.
3、 Basic information of transaction object
1. Basic information of underlying assets
The underlying assets refer to the 50 million detonator production line and related assets owned by Yinguang technology in Fei County, Shandong Province. While transferring the subject assets to Shandong shengshida, Yinguang technology transferred all its 50 million detonator production license capacity to Shandong shengshida.
The ownership of the underlying assets of this transaction is clear and complete, and there is no mortgage, pledge or other third-party rights, no major disputes, litigation or arbitration involving relevant assets, and no judicial measures such as seizure and freezing.
This transaction does not involve equity transfer, personnel resettlement, land lease, debt restructuring, etc.
2. Appraisal of subject assets
According to the assets appraisal report on the project of Shandong shengshida Chemical Co., Ltd. to acquire the market value of 50 million detonator production lines and related assets of Shandong Yinguang Technology Co., Ltd. (Yuwei pingbao Zi [2022] No. 015) issued by Yuwei international assets appraisal (Shenzhen) Co., Ltd., which is qualified to engage in securities business, this appraisal takes January 31, 2022 as the benchmark date, The original book value of the acquisition target assets is 422082 million yuan, the net book value is 5.071 million yuan, and the appraisal value is 630445 million yuan (excluding 13% value-added tax).
The target assets of this acquisition have independent profitability, and the future income period and amount can be predicted and measured in currency; The risk of obtaining the expected income can also be quantified, so the income method is selected for this appraisal. In addition to tangible resources such as fixed assets, the value of asset group also includes the contribution of important intangible resources such as industry trends. The overall profitability of asset group is the result of the joint action of all environmental factors and internal conditions. The cost method is a simple reflection of the replacement price of single equipment, which can not reflect the income value brought by the combination of the asset group under continuous operation. Therefore, the cost method is not adopted in this appraisal. There are few transaction cases of asset groups of similar production lines outside China, and it is difficult to obtain transaction cases. Therefore, it is impossible to obtain a comparable and effective market transaction reference object. Therefore, the market method is not considered in this appraisal. The main reason for the appraisal of value-added is that from the perspective of the overall profitability of the asset group, the appraisal takes into account the continuous growth value brought by the production capacity not reflected in the financial statements, so as to form value-added.
The transaction price is based on the above evaluation conclusion. The pricing principle is in line with the provisions of relevant laws and regulations, in line with the interests of the company and all shareholders, and there is no damage to the interests of minority shareholders.
4、 Main contents of the transaction agreement
1. Signatory
Party A: Shandong shengshida Chemical Co., Ltd
Party B: Shandong Yinguang Technology Co., Ltd
2. Underlying assets and transfer
The underlying assets refer to the 50 million detonator production line and related assets owned by Party B in Fei County, Shandong Province (hereinafter referred to as “the underlying assets”). Party B shall transfer the subject assets to Party A according to the requirements of this agreement, and transfer all its 50 million detonator production license capacity (hereinafter referred to as “capacity”) to Party A. 3. Transfer price, payment time and payment method of the underlying assets
3.1 transfer price
According to the appraisal conducted by Yuwei international assets appraisal (Shenzhen) Co., Ltd. with securities qualification, and the “Yuwei Ping Bao Zi [2022] No. 015” appraisal report on the assets of the project of Shandong shengshida Chemical Co., Ltd. planning to acquire 50 million detonator production lines and related assets market value of Shandong Yinguang Technology Co., Ltd., taking January 31, 2022 as the benchmark date, The appraisal value of the subject assets acquired this time is 630445 million yuan (excluding 13% VAT).
Based on the value of the above evaluation subject matter and through friendly negotiation, both parties determine that the transaction price of the subject asset paid by Party A to Party B is RMB 71 million (including 13% value-added tax) (in words: RMB 71 million only).
3.2 payment time and payment method
All the transaction price shall be paid by Party A to Party B in cash in two installments. The specific payment arrangements are as follows: (1) after the signing of this agreement, Party B shall be responsible for coordinating the local government departments of Feixian County, Linyi City and Shandong Province to handle the application and approval of relevant capacity transfer, and within three working days after the relevant competent department of Linyi city reports the official document approving the transfer of Party B’s 50 million detonator production license capacity to Party A to the competent department of Shandong Province, Pay 70% of the transaction price of the subject assets in the first phase, i.e. RMB 49.7 million (in words: RMB forty-nine million seven hundred thousand only). After deducting the deposit of RMB 5 million paid by Party A to Party B, Party A shall pay Party B RMB 44.7 million (in words: RMB forty-four million seven hundred thousand only).
(2) Party B’s production license capacity of 50 million detonators is approved to be transferred to Party A and reported to the competent department of the industry after being reviewed by the competent department of Shandong Province, and Party A shall issue a special invoice for full value-added tax to Party A within two working days after receiving the corresponding approval documents from the competent department of the industry, Party A shall pay the remaining 30% of the asset transaction amount of RMB 21.3 million (in words: RMB 21.3 million only) to the account designated by Party B within two working days after receiving the qualified invoice.
4. Asset delivery
4.1 Party A and Party B shall complete the delivery of the target assets within three days after obtaining the approval document of the competent department of the industry on the transfer of the production license capacity of 50 million detonators, and Party B shall cooperate with Party A to complete the transfer procedures of the rights of the target assets.
4.2 both parties shall actively cooperate in handling the relevant procedures involved in the delivery of the subject assets, and take all necessary actions and measures to ensure the smooth delivery of all the subject assets.
5. Effectiveness, alteration and termination of the agreement
5.1 this Agreement shall come into force on the date when it is signed by all parties and the proposal related to this transaction is considered and approved by the board of directors of Party A’s shareholder Shenzhen King Explorer Science And Technology Corporation(002917) Shenzhen King Explorer Science And Technology Corporation(002917) .
5.2 any change or modification of this Agreement shall be made in writing by the parties through consultation and shall form an integral part of this agreement.
5.3 this agreement is terminated due to any of the following circumstances:
(1) This Agreement shall be terminated in writing by consensus of all parties; or
(2) If one party’s fundamental breach of this agreement makes this agreement unable to continue to be performed, and fails to remedy or correct it within 30 days after receiving the notice of the other party requesting to correct the breach, the observant party has the right to unilaterally terminate this Agreement; The non breaching party’s exercise of the right to terminate the agreement shall not affect the non breaching party’s right to investigate the breaching party’s liability for breach of contract.
5、 Purpose of acquiring assets and impact on the company
The purchase of assets is in line with the development plan of the company to become a large enterprise group integrating scientific research, production and blasting services, and the opinions of the Ministry of industry and information technology on promoting the high-quality development of civil explosives industry and the safety development plan of civil explosives industry in the 14th five year plan on encouraging the reorganization and integration of production enterprises The industry policy guidance direction of transforming and upgrading ordinary detonators into digital electronic detonators through capacity replacement. After the completion of this transaction, the annual production capacity of the company’s industrial detonators will increase from 167 million to 217 million, which is conducive to further strengthening the deep integration of the company’s technical advantages of intelligent equipment and resources in the production field, promoting the effective extension of the company’s industrial chain, enhancing scale effect and regional advantages, improving the company’s comprehensive strength and promoting the company’s long-term development, Achieve the company’s strategic objectives.
The source of funds for this purchase of assets is the company’s own funds, which will not have a significant impact on the company’s financial status and future operating results, and there is no situation that damages the interests of the company and all shareholders.
6、 Other instructions
Since the purchase of assets involves the examination and approval of capacity transfer by the competent department of the industry, the parties to the transaction will actively promote the implementation process of the transaction in accordance with the asset purchase agreement and complete the asset delivery and capacity transfer as soon as possible. The company will timely fulfill the obligation of information disclosure according to the progress of this transaction.
7、 Documents for future reference
1. Resolutions of the 24th Meeting of the second board of directors of the company;
2. Independent opinions of independent directors on matters related to the 24th Meeting of the second board of directors;
3. The asset appraisal report on the project of Shandong shengshida Chemical Co., Ltd. to acquire the market value of 50 million detonator production lines and related assets of Shandong Yinguang Technology Co., Ltd. (Yuwei pingbao Zi [2022] No. 015) issued by Yuwei international asset appraisal (Shenzhen) Co., Ltd;
4. Asset purchase agreement.
It is hereby announced.
Shenzhen King Explorer Science And Technology Corporation(002917) board of directors
March 6, 2022
