Securities code: 002681 securities abbreviation: Shenzhen Fenda Technology Co.Ltd(002681) Announcement No.: 2021-063 Shenzhen Fenda Technology Co.Ltd(002681)
Announcement on the transfer of 100% equity of wholly-owned 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.
Special tips:
Shenzhen Fenda Technology Co.Ltd(002681) (hereinafter referred to as "the company" or " Shenzhen Fenda Technology Co.Ltd(002681) ") intends to transfer 100% of the equity of its wholly-owned subsidiary Shenzhen fuchengda Technology Co., Ltd. (hereinafter referred to as "fuchengda") to Shandong maitao Technology Co., Ltd. (hereinafter referred to as "maitao technology") at a total price of 502 million yuan. This transaction is still uncertain. Please pay attention to the investment risks.
1、 Transaction overview
1、 On December 28, 2021, the company held the 25th (temporary) meeting of the Fourth Board of directors, which deliberated and passed the proposal on transferring 100% equity of wholly-owned subsidiary, and decided to transfer 100% equity of fuchengda, a wholly-owned subsidiary, to maitao technology, which signed a contract with the company Equity transfer agreement on the acquisition of 100% equity of Shenzhen fuchengda Technology Co., Ltd. After the completion of this transaction, the company will no longer hold the equity of fuchengda, and fuchengda will no longer be included in the scope of the company's consolidated statements for accounting.
2. This transaction is within the approval authority of the board of directors and does not need to be submitted to the general meeting of shareholders for deliberation.
3. This transaction does not constitute a connected transaction, nor does it constitute a major asset restructuring.
2、 Basic information of the counterparty
1. Basic information
Name: Shandong maitao Technology Co., Ltd
Enterprise type: other limited liability companies
Unified social credit Code: 91370303ma7fxn5c6f
Legal representative: Wang weiding
Registered capital: RMB 500 million
Registered address: room 706, west area, R & D building, entrepreneurship Park, Zibo science and Technology Industrial Park, No. 69, Sanying Road, Fangzhen Town, Zhangdian District, Zibo City, Shandong Province
Date of establishment: December 23, 2021
Business scope: general projects: Engineering and technology research and test development; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Computer system services; Marketing planning; Enterprise management consulting; Internet data services; Data processing and storage support services; Application system integration services in artificial intelligence industry; Intelligent Siasun Robot&Automation Co.Ltd(300024) sales; Industrial design services; Industrial Siasun Robot&Automation Co.Ltd(300024) installation and maintenance; Manufacturing of special equipment for environmental protection; Material handling equipment manufacturing; Research and development of intelligent Siasun Robot&Automation Co.Ltd(300024) ; Manufacturing of special equipment (excluding manufacturing of licensed professional equipment); Manufacturing of special packaging equipment; Industrial Siasun Robot&Automation Co.Ltd(300024) manufacturing; Manufacturing of industrial automatic control system devices; Industrial control computer and system manufacturing; General equipment manufacturing (excluding special equipment manufacturing); Internet of things application services; Professional design services; Research and development of mechanical equipment; Mechanical equipment leasing; Material handling equipment sales; Sales of intelligent storage equipment; Sales of mechanical equipment; Sales of electronic products; Retail of computer software, hardware and auxiliary equipment; Sales of building materials; Industrial Siasun Robot&Automation Co.Ltd(300024) sales; Sales of special equipment; Sales of intelligent material handling equipment; Sales of mechanical and electrical equipment; Sales of special equipment for commerce, catering and service. (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)
Ownership structure:
Name of shareholder subscribed amount (10000 yuan) shareholding ratio (%)
Jinan Hongyue Minghu scientific and technological innovation and development accounts for 30006%
Partnership (limited partnership)
Zibo langyun industrial investment partnership 4700094%
(limited partnership)
2. Description of relationship with the company and its top ten shareholders
The counterparty has no relationship with the company, controlling shareholders, actual controllers and the top ten shareholders of the company, as well as with directors, supervisors and senior managers of the company.
3. Financial situation
Maitao technology was newly established as the acquisition target company. The controlling party is Zibo Jiagu industrial investment partnership (limited partnership), which was established on December 20, 2021.
4. Maitao technology does not belong to the dishonest executee.
3、 Basic information of the transaction object
1. Basic information
Name: Shenzhen fuchengda Technology Co., Ltd
Enterprise type: limited liability company (sole proprietorship of legal person)
Unified social credit Code: 91440300693969614x
Legal representative: Xiao Yong
Registered capital: 300 million yuan
Registered address: 201, 3, 4, 5, 1-3, building A1, No. 326, Wuhe Avenue, Zhangkengjing community, Guanhu street, Longhua District, Shenzhen; Buildings A1, A2, A4, A5, a7 and A8 in niujiaolong Industrial Park
Date of establishment: July 28, 2009
Business scope: general business items are: design, R & D and sales of automation equipment and parts, electromechanical equipment and parts, photoelectric equipment and parts, instruments and meters, molds, fixtures, electronic products, hardware components, plastic components and special metal materials; China trade, import and export business. The licensed business items are: production and processing of automation equipment and parts, electromechanical equipment and parts, photoelectric equipment and parts, instruments and meters, molds, fixtures, electronic products, hardware components, plastic components and special metal materials.
Relationship with the company: it is a wholly-owned subsidiary of the company, and the company holds 100% equity of Fucheng.
2. Financial situation
Zhongxi Certified Public Accountants (special general partnership) Shandong Branch, which is qualified for securities and futures related business, audited the financial report of fuchengda year after year and issued the standard unqualified audit report (Zhongxi Shen Zi [2021] No. 01685). The main financial situation is shown in the following table:
Unit: RMB
Project September 30, 2021 December 31, 2020
Total assets 1172758099.051413784358.25
Total liabilities 732349039.08662936816.19
Net assets 440409059.97750847542.06
Accounts receivable 201060520.43328264794.56
Project from January to September 2021 to 2020
Operating income 552233281.55873318505.00
Operating profit -21830841.0817598424.20
Net profit -301432944.27-3702734.59
Net cash flow from operating activities -152270591.50-72901876.48
3. Assessment
According to the asset appraisal report (Beiya Shi Ping Bao Zi [2021] No. 01-1080) issued by Beiya Shi Asset Appraisal Office (special general partnership) with securities and futures related business qualification , the asset-based method was adopted for the appraisal on the benchmark date of September 30, 2021. The book value of fuchengda's total assets is 871417200 yuan and the appraisal value is 118838400 yuan; The book value of total liabilities is 686.1352 million yuan, and the assessed value is 686.1352 million yuan; The book value of net assets is 185.282 million yuan and the assessed value is 502.2488 million yuan; The appraisal result of the value of all shareholders' equity is 502248800 yuan, with an appreciation rate of 171.07%.
4. The equity ownership of fuchengda held by the company is clear, there is no equity pledge and other rights restrictions, there is no major dispute, litigation, arbitration or seizure and other judicial measures, and there is no other situation that hinders equity transfer.
5. As of September 30, 2021, the current accounts between fuchengda and the company (including subsidiaries other than fuchengda) are as follows:
Account transaction object amount (yuan)
Shenzhen Fenda Technology Co.Ltd(002681) 2,098,388.74
Receivables of fuchengda Dongguan oupengda Technology Co., Ltd. 1373484.54
Shenzhen Fenda Siasun Robot&Automation Co.Ltd(300024) Co., Ltd. 85806.39
Dongguan Shenzhen Fenda Technology Co.Ltd(002681) Co., Ltd. 155313.20
Total 3712992.87
Shenzhen Fenda Technology Co.Ltd(002681) 50,004,456.00
Payables of fuchengda Dongguan oupengda Technology Co., Ltd. 8801574.64
Shenzhen Fenda Intelligent Technology Co., Ltd. 2633935.59
Total 61439966.23
Among them, fuchengda borrows 50 million yuan from the company. According to the transaction agreement, maitao technology agrees that fuchengda will repay all the principal and interest of the above loan to Shenzhen Fenda Technology Co.Ltd(002681) within 6 months after the delivery date (the interest rate is determined according to the LPR loan interest rate of the people's Bank of China in the same period). Other funds are daily business transactions, which are still in the accounting period and will be settled according to the normal accounting period.
In August 2021, fuchengda applied to Haitong Hengxin International Financial Leasing Co., Ltd. for a financing of 52 million yuan due to the needs of business development. The 21st Meeting of the Fourth Board of directors of the company deliberated and adopted the proposal on providing guarantee for the financing of wholly-owned subsidiaries, and agreed to provide joint and several liability guarantee for the financing for a period of two years. According to this equity transfer agreement, both parties agree to jointly complete the cancellation / replacement / liquidation of the above guarantee on the premise of meeting the requirements of the regulatory authorities before June 30, 2022.
Except for the above circumstances, the company does not provide other guarantees or entrusted financial management for fuchengda. After the completion of this transaction, the company does not provide financial assistance to fuchengda in the form of operating capital transactions.
6. Fuchengda does not belong to the dishonest executee.
4、 Main contents of transaction agreement
Party A: Shandong maitao Technology Co., Ltd
Party B: Shenzhen Fenda Technology Co.Ltd(002681)
Target company: Shenzhen fuchengda Technology Co., Ltd
1. Transfer price and payment method
1.1 the parties agree that with reference to the above audited net asset value and evaluation value, Party A and Party B agree to determine the equity transfer price of RMB 502000000.
1.2 payment method:
The transaction amount is paid in installments as follows:
1.2. 1. Within 5 working days after the effectiveness of this Agreement and before December 31, 2021, Party A shall pay 51% of the equity transfer price, i.e. RMB 256020000, to the account designated by Party B.
1.2. 2 after Party B transfers the management right of the target company to Party A, After the following conditions are met (or exempted in writing by Party A in advance), Party A shall pay 70% of the transfer price within 5 working days before March 31, 2022 (or within the time agreed by both parties), that is, Party A shall pay 19% of the equity transfer price to the account designated by Party B, that is, RMB 95380000.
(1) The relocation of the target company (including subsidiaries) (including the relocation of equipment, production line, employee placement and other necessary to maintain production and operation) has been completed, and the relocation expenses such as relevant labor and economic compensation and lease breach (if any) have been paid;
(2) The target company (including subsidiaries) has completed all compliance procedures such as environmental impact assessment, safety assessment and fire protection in Shenzhen and Dongguan;
And will not lead to the cancellation, cancellation or early performance of obligations (such as early repayment of loans);
1.2. 3. After all the preconditions for the payment of the second phase transfer price are met and before September 30, 2022, Party A shall pay 85% of the transfer price, that is, Party A shall pay the equity transfer to the account designated by Party B
