Securities code: 002528 securities abbreviation: Shenzhen Infinova Limited(002528) Announcement No.: 2021-074
Shenzhen Infinova Limited(002528)
Announcement on the sale of 60% equity of Shanghai weishiqing and the signing of relevant agreements
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
In order to comply with the company’s strategic development, optimize the asset structure and safeguard the shareholders’ rights and interests of listed companies, Shenzhen Infinova Limited(002528) (hereinafter referred to as “the company”) was launched on the Taobao asset bidding network platform on December 20, 2021（ http://zc-paimai.taobao.com. ）Shanghai weishiqing Digital Technology Co., Ltd. (hereinafter referred to as “Shanghai weishiqing”), a holding subsidiary, was publicly listed and transferred (hereinafter referred to as “target” or “target equity”) ）。 Taking August 31, 2021 as the base date, the appraisal report and special audit report on asset verification issued by asset appraisal institutions and professional audit institutions as the pricing reference, it is determined that the listing reserve price of 60% equity of Shanghai weishiqing is RMB 18.4264 million. Up to now, the public listing procedures have been completed. According to the listing results, the counterparty is determined as Shanghai Xinjiang Technology Co., Ltd. (hereinafter referred to as “Xinjiang technology”), and the transaction price is RMB 18.4264 million.
The capital (RMB 18.4264 million) used by Xinjiang technology to purchase 60% equity of Shanghai weishiqing comes from the loan from Mr. Liu Kaixiang. Mr. Liu zhaohuai, chairman and joint general manager of the company, and Mr. Liu Kaixiang are uncles and nephews.
On December 27, 2021, the company held the 20th meeting of the 5th board of directors and the 18th meeting of the 5th board of supervisors, deliberated and adopted the proposal on selling 60% equity of Shanghai weishiqing and signing relevant agreements, and authorized the company’s management to sign and execute all legal documents related to this share transfer, and handle the registration and Filing and other procedures, as well as other matters related to this equity transfer. The independent directors of the company expressed their independent opinions on the proposal.
This transaction does not constitute a connected transaction, nor does it constitute a major asset restructuring as stipulated in the administrative measures for major asset restructuring of listed companies. This matter does not need to be submitted to the general meeting of shareholders for deliberation.
2、 Basic information of counterparty
(i) Basic information
Name: Shanghai Xinjiang Technology Co., Ltd
Unified social credit Code: 91310115ma7blag543
Enterprise type: limited liability company (sole proprietorship of natural person)
Address: 18 / F, West building, No. 2218, Hunan Road, Pudong New Area, Shanghai
Legal representative: Sun Shiwei
Registered capital: 1 million yuan
Date of establishment: October 19, 2021
Business scope: licensed items: import and export of goods; Technology import and export. (for projects subject to approval according to law, business activities can be carried out only with the approval of relevant departments, and the specific business projects shall be subject to the approval documents or licenses of relevant departments) general projects: technical services, technology development, technical consultation, technical exchange, technology transfer and technology promotion; development of artificial intelligence theory and algorithm software; application system integration services in artificial intelligence industry; electricity Sales of sub components and electromechanical components and equipment; Sales of power electronic components; General equipment repair; Repair of special equipment; Computer and office equipment maintenance; Software development; Sales of mechanical equipment; Sales of electronic products; Retail of computer software, hardware and auxiliary equipment; IC chip design and services; Integrated circuit chip and product sales. (except for the items that must be approved according to law, the company shall independently carry out business activities according to law with its business license)
Relationship with the company: there is no relationship between the company and the counterparty Xinjiang technology, nor any other relationship that causes the company to tilt its interests in terms of property rights, business, assets, creditor’s rights and debts, personnel, etc.
Xinjiang technology does not belong to the dishonest executee.
（2） Financial situation
Xinjiang technology has been established for a short time and there is no relevant financial data. Mr. Sun Shiwei holds 100% equity of Xinjiang technology.
3、 Basic information of transaction object
(i) Basic information
Name: Shanghai weishiqing Digital Technology Co., Ltd
Unified social credit Code: 91310000593146637h
Enterprise type: limited liability company (foreign-invested enterprise and domestic joint venture)
Address: floor 3, building 1, No. 400, Fangchun Road, China (Shanghai) pilot Free Trade Zone
Legal representative: Sun Shiwei
Registered capital: 15.5 million yuan
Date of establishment: March 29, 2012
Business scope: technology development, technical consultation, technology transfer and technical service in the field of digital monitoring system, computer software and hardware, modern agricultural technology, sales of digital monitoring equipment, computer software and hardware and accessories, professional construction of building intelligent construction engineering, design and construction of public security engineering, and import and export business of goods and technology, Research and development of computer software, hardware and accessories. [for projects subject to approval according to law, business activities can be carried out only with the approval of relevant departments]
Equity structure: the company holds 60% equity of Shanghai weishiqing, and Shanghai Yulin enterprise management partnership (limited partnership) holds 40% equity of Shanghai weishiqing.
Shanghai weishiqing does not belong to the dishonest person to be executed.
（2） Financial situation
Unit: RMB 10000
Project August 31, 2021 December 31, 2020
(audited) (audited)
Total assets 3327.154189.57
Total liabilities 1018.201357.11
Net assets 2308.952832.46
Project from January to August 2021 to 2020
(audited) (audited)
Operating income 364.273002.91
Total profit -525.61156 seventy-seven
Net profit -481.92181 sixty-four
Note: the accounting statements of Shanghai weishiqing in 2020 and as of August 31, 2021 have been audited by Lixin Certified Public Accountants (special general partnership) and Pengsheng Certified Public Accountants (special general partnership) qualified to engage in Securities and futures business respectively.
（3） Description of ownership status
The property right of the transaction object is clear, there is no mortgage, pledge or any other restriction on transfer, does not involve litigation, arbitration matters or judicial measures such as seizure and freezing, and there are no other circumstances that hinder the transfer of ownership. （4） This equity sale will lead to changes in the scope of the company’s consolidated statements. After the transaction is completed, the company will no longer hold the equity of Shanghai weishiqing, and Shanghai weishiqing will no longer be included in the scope of the company’s consolidated statements. The company does not provide guarantee, financial assistance and entrust Shanghai weishiqing with financial management.
（5） This transaction does not involve the transfer of creditor’s rights and debts.
（6） Valuation
According to the asset appraisal report on the market value of all shareholders’ equity of Shanghai weishiqing Digital Technology Co., Ltd. Shenzhen Infinova Limited(002528) involved in the proposed transfer of equity issued by Beijing zhongqihua Asset Appraisal Co., Ltd. (zhongqihua appraisal No (2021) No. 6372), the book value of net assets of Shanghai weishiqing on the benchmark date of August 31, 2021 is 23.0895 million yuan, and the assessed value of all shareholders’ equity is 30.7044 million yuan. The assessed value of 60% equity of Shanghai weishiqing is 18.4264 million yuan.
（7） Analysis on pricing, fairness and rationality of transaction object
This transaction is based on the evaluation report and special audit report on asset verification issued by asset evaluation institutions and professional audit institutions as the pricing reference, and is on the asset bidding network platform of Taobao（ http://zc-paimai.taobao.com. ）The final transaction price is determined by public bidding, and the pricing is fair and reasonable. 4、 Main contents of transaction agreement
Party A (transferor): Shenzhen Infinova Limited(002528)
Party B (transferee): Shanghai Xinjiang Technology Co., Ltd
(i) Subject of transfer: 60% equity of Shanghai weishiqing Digital Technology Co., Ltd.
Party A agrees to transfer the subject equity to Party B according to the terms and conditions of this agreement.
Party B agrees to transfer the subject equity according to the terms and conditions of this agreement.
（2） Transfer mode
The subject equity is publicly listed and transferred by means of online electronic bidding on the “Alibaba auction” business platform, and Party B, as the winning party, transfers the subject equity according to law.
（3） Transaction price and payment
According to the bidding results, Party A transfers the subject equity to Party B at RMB 184226400. The deposit of RMB 1 million paid by Party B is converted into a transaction deposit, which can be converted into the transfer price.
Payment method: Party B shall pay the transfer price to Party A in RMB cash.
Payment time and proportion: this transaction adopts one-time payment, and Party B shall remit the transfer price to the account designated by Party A within 3 days from the effective date of this agreement.
（4） Profit and loss arrangement in transition period
Both parties agree and confirm that Party A shall entrust an audit institution to conduct delivery audit on the subject equity with the completion date of delivery as the audit base date, and issue a special audit report on profits and losses during the transition period of asset delivery, so as to clarify the amount of profits and losses enjoyed or borne during the period. During the period from the benchmark date to the closing date, the equity increase of the subject equity due to profit or any other reason shall be enjoyed by Party A; Party A shall also bear the reduction of equity caused by loss of the underlying equity or any other reason. If the rights and interests increase, Party B shall pay Party A in cash within 30 days after the issuance of the special audit report on profits and losses in the transition period; If the equity is reduced, Party A shall make a one-time payment to Party B in cash within 30 days after the issuance of the special audit report on profit and loss in the transition period.
（5） Liability for breach of contract
If Party B fails to pay the equity transfer price on time, Party B shall pay liquidated damages of 0.05% of the total price of the overdue part for each overdue day. If economic losses are caused to Party A due to breach of contract, compensation shall also be paid for the part that cannot be compensated by the liquidated damages.
（6） Dispute resolution
Any dispute arising from the performance of this Agreement shall be settled through friendly negotiation between Party A and Party B. if the negotiation fails, it shall be brought to the people’s court where the transaction object is located.
（7） Change or termination of the agreement
This Agreement may be modified or terminated in any of the following circumstances. The modification or termination agreement and statement signed by the parties shall not take effect until signed by both parties.
1. The agreement cannot be performed due to force majeure.
2. If the situation changes, both parties agree through consultation.
（8） Related expenses
During the transfer process, the expenses related to the transfer shall be borne by each party in accordance with the provisions of laws and regulations. The expenses to be paid to relevant departments in the process of equity change registration shall be borne by Party B.
（9） Effective conditions
This Agreement shall come into force on the date when it is signed by Party A and Party B.
5、 Other arrangements for this transaction
This equity transfer does not involve personnel resettlement and land lease, and there is no new horizontal competition; The income from equity transfer will be used for the operation and development of the company.
6、 Purpose of this transaction and its impact on the company
In order to comply with the company’s strategic development, optimize the asset structure and safeguard the shareholders’ rights and interests of the listed company, the company decided to sell 60% equity of Shanghai weishiqing. This equity transfer will not have a significant impact on the current and future financial status and operating results of the listed company, and there is no situation that damages the interests of the company and its shareholders, especially small and medium-sized shareholders. 7、 Documents for future reference
1. Resolutions of the 20th meeting of the 5th board of directors of the company;
2. Independent opinions of independent directors on matters related to the 20th meeting of the Fifth Board of directors of the company; 3. Resolutions of the 18th meeting of the 5th board of supervisors of the company;
4. Equity transfer agreement;
5. Special audit report on assets and capital verification of Shanghai weishiqing Digital Technology Co., Ltd. (Peng Sheng zhuanshen Zi [2021] No. 1149);
6. Asset appraisal report on the project of market value of all shareholders’ equity of Shanghai weishiqing Digital Technology Co., Ltd. involved in Shenzhen Infinova Limited(002528) proposed equity transfer (Zhong Qi Hua Ping Bao Zi (2021) No. 6372).
It is hereby announced.
Shenzhen Infinova Limited(002528)
Board of directors
December 28, 2021
