Securities code: Jiangsu Hagong Intelligent Robot Co.Ltd(000584) securities abbreviation: Jiangsu Hagong Intelligent Robot Co.Ltd(000584) Announcement No.: 2022017
Jiangsu Hagong Intelligent Robot Co.Ltd(000584)
Suggestive announcement on planning major asset sales and related party transactions
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:
1. Jiangsu Hagong Intelligent Robot Co.Ltd(000584) (hereinafter referred to as "the company" or "Party B") is planning the sale of major assets. Recently, the company and Jiangsu Shengkun Investment Management Co., Ltd. (hereinafter referred to as "Shengkun investment" or "Party A I"), Harbin Institute of Technology Siasun Robot&Automation Co.Ltd(300024) Group Co., Ltd. (hereinafter referred to as "Harbin Institute of Technology Siasun Robot&Automation Co.Ltd(300024) group" or "Party A II") Shanghai aoterberg enterprise management center (limited partnership) (hereinafter referred to as "aoterberg enterprise management" or "Party A III") (Party A, Party A and Party A are collectively referred to as "party a") signed the equity transfer intention agreement. The company intends to sell no more than 70% of the equity of Tianjin Fuzhen Industrial Equipment Co., Ltd. (hereinafter referred to as "Tianjin Fuzhen" or "target company") held by the company to Party A (the final transfer proportion shall be subject to the formal equity transfer agreement or similar agreement signed by all parties).
2. This transaction constitutes a connected transaction. This asset sale may constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies.
3. The transaction is still in the planning stage, and the equity transfer intention agreement signed this time is only an intention agreement. The specific scheme of this transaction still needs to be further demonstrated, communicated and negotiated, and the final implementation still needs to perform the necessary decision-making and approval procedures.
4. There is uncertainty in this transaction. According to the relevant provisions of the guidelines for information disclosure of listed companies of Shenzhen Stock Exchange No. 2 - suspension and resumption business, the trading of the company's shares will not be suspended. The company will fulfill the obligation of disclosure in time according to the progress of the transaction. Please pay attention to investment risks.
1、 Overview of this transaction
In order to reduce operational risks, raise funds to develop military business and enhance the company's sustainable operation ability, the company, Shengkun investment, Harbin Institute of Technology Siasun Robot&Automation Co.Ltd(300024) group and aoterberg enterprise management have clarified relevant matters on the sale of no more than 70% of the equity of Tianjin Fuzhen, and recently signed the equity transfer intention agreement. The transaction is still in the preliminary planning stage, and the transaction scheme still needs further negotiation and demonstration. The specific transaction scheme and transaction terms are subject to the formal agreement signed by all parties.
Mr. Yu Zhenzhong, the current Vice Chairman of the company, is the senior vice president of Siasun Robot&Automation Co.Ltd(300024) group of Harbin Institute of technology. Meanwhile, Mr. Li Hao, the former director and deputy general manager of the company, is the actual controller of alterberg enterprise management. According to the provisions of the stock listing rules of Shenzhen Stock Exchange, this transaction constitutes a connected transaction. According to preliminary research and calculation, the company's sale of no more than 70% of the equity of Tianjin Fuzhen may constitute a major asset restructuring as stipulated in the administrative measures for major asset restructuring of listed companies.
The transaction price has not been determined yet. The specific transfer price is to be determined by both parties through negotiation based on the evaluation value determined by the asset evaluation institution with securities business qualification after evaluating the subject equity on December 31, 2021. The company will organize relevant intermediaries such as independent financial advisers, legal advisers, audit institutions and evaluation institutions to carry out due diligence, audit and evaluation as soon as possible, and submit the transaction plan to the board of directors and the general meeting of shareholders for deliberation.
2、 Basic information of counterparty
(I) Jiangsu Shengkun Investment Management Co., Ltd
1. Basic information
Company name: Jiangsu Shengkun Investment Management Co., Ltd
Unified social credit Code: 91320105ma1nj2a96x
Legal representative: Liu Sheng
Address: Room 301, No. 136, Mengdu street, Jianye District, Nanjing
Enterprise type: limited liability company (invested or controlled by natural person)
Registered capital: 30 million yuan
Date of establishment: March 10, 2017
Business scope: industrial investment; Equity investment; Investment management, venture capital; Asset management; Enterprise management consulting, investment consulting, financial information consulting and socio-economic information consulting. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
2. Major shareholders
Serial number shareholder name shareholding ratio
1 Liu Sheng 51.00%
2 Huai'an Ruikun enterprise management partnership (limited partnership) 26.00%
3 Jing Yanting 18.00%
4 Gong Daxing 5.00%
Total 100.00%
3. Shengkun investment has no relationship with the company and its top ten shareholders in terms of property rights, business, assets, creditor's rights, debts and personnel, and there are no other relationships in which the company favors its interests.
4. Upon inquiry, Shengkun investment is not a dishonest executee. Good reputation and the ability to perform contractual obligations.
(II) Harbin Institute of Technology Siasun Robot&Automation Co.Ltd(300024) Group Co., Ltd
1. Basic information
Company name: Harbin Institute of Technology Siasun Robot&Automation Co.Ltd(300024) Group Co., Ltd
Unified social credit Code: 912301993011658539
Address: the intersection of Dalian north road and Xingkai Road, haping road concentration area, Harbin Economic Development Zone
Legal representative: Wang Meng
Registered capital: 935 million yuan
Date of establishment: December 22, 2014
Business scope: transformation and industrialization of scientific and technological achievements Siasun Robot&Automation Co.Ltd(300024) and automation equipment, automatic three-dimensional warehouse and warehouse logistics equipment, mechanical and electronic equipment, large-scale automation system and production line, forging automation equipment, welding automation equipment, tire production automation equipment, marine automation equipment, nuclear power automation equipment, aerospace automation equipment, laser technology and equipment, photoelectric products R & D, manufacturing, installation and sales of highway tunnel and rail transit integrated system equipment, building intelligence and electromechanical engineering equipment, computer software and hardware, multimedia equipment and medical devices, as well as relevant technology transfer, technical consultation and technical services; Corporate image planning; Computer graphic design; Animation design; Photography services; Industrial design; Conference and exhibition services; Large scale event organization services; Accept the entrustment to engage in Enterprise Market Research; Marketing planning; Enterprise marketing planning; Public relations services; Production of labor protection articles, melt blown cloth and plastic products, daily masks (non-medical); Design, production, agency and advertising business; Rental of self owned houses; Import and export of goods and technology; Engaged in the design and construction of housing construction engineering, building intelligence engineering, municipal engineering, landscaping engineering, communication engineering, steel structure engineering and plumbing engineering; Distribution: building materials, building waterproof materials, 3D printing building components, engineering machinery and equipment, cultural and educational supplies, office supplies, hardware and electrical appliances, instruments and meters, electromechanical products, daily necessities, electronic products, labor protection supplies, meltblown cloth, plastic products, daily masks (non-medical), communication equipment and accessories (excluding satellite television broadcasting ground receiving facilities); Electromechanical equipment installation (excluding special equipment and power facilities); Enterprise management consulting; Business information consultation; Scientific and technological information consultation; estate management.
Investment consulting; Design and construction of building decoration; Agricultural machinery maintenance; Installation (repair and test) of power facilities; General aviation operations.
Main business: promote technology R & D services in Siasun Robot&Automation Co.Ltd(300024) and related intelligent equipment fields by means of deep integration of government, industry, University and research, and promote the construction of regional innovation system and the transformation and upgrading of local industries. Focusing on talents, technologies, products and projects in the Siasun Robot&Automation Co.Ltd(300024) field, focusing on hard science and technology R & D, transformation and industrialization of scientific and technological achievements, the business includes technology transformation, product R & D, process R & D, R & D and manufacturing of core parts, system integration and related technical training services, including smart factory, industry Siasun Robot&Automation Co.Ltd(300024) , special Siasun Robot&Automation Co.Ltd(300024) , culture and tourism Siasun Robot&Automation Co.Ltd(300024) Medical care and health assistance Siasun Robot&Automation Co.Ltd(300024) , education Siasun Robot&Automation Co.Ltd(300024) and other fields.
2. Major shareholders
Serial number shareholder name shareholding ratio
1 Harbin Institute of Technology Asset Management Co., Ltd. 27.28%
2 Harbin strict Qifu Investment Co., Ltd. 19.39%
3 Heilongjiang Dazheng Investment Group Co., Ltd. 6.76%
4 Yungu Technology Co., Ltd. 6.76%
Taizhou Fangxin intelligent Siasun Robot&Automation Co.Ltd(300024) investment partnership (limited)
5 6.55%
Partnership)
6. Other shareholders 32.26%
Total 100.00%
3. Description of association relationship
Mr. Yu Zhenzhong, the current Vice Chairman of the company, is the senior vice president of the Siasun Robot&Automation Co.Ltd(300024) group of Harbin Institute of technology. According to the relevant provisions of the Listing Rules of Shenzhen Stock Exchange, it is recognized that the company and the companies within the scope of the company's consolidated statements have a connected relationship with the Siasun Robot&Automation Co.Ltd(300024) group of Harbin Institute of technology, and this transaction constitutes a connected transaction.
4. Upon inquiry, the Siasun Robot&Automation Co.Ltd(300024) group of Harbin Institute of technology is not the executee of dishonesty. Good reputation and the ability to perform contractual obligations.
(III) Shanghai aoterberg enterprise management center (limited partnership)
1. Basic information
Company name: Shanghai aoterberg enterprise management center (limited partnership)
Unified social credit Code: 91310230ma7f6m364k
Executive partner: Tianjin Fuao Technology Co., Ltd
Address: No. 8, Xiushan Road, Chengqiao Town, Chongming District, Shanghai (Shanghai Chongming Industrial Park)
Enterprise type: limited partnership
Registered capital: 1 million yuan
Date of establishment: December 20, 2021
Business scope: general items: enterprise management, technology development, technical consultation, technology promotion, technology exchange, technical service and technology transfer, computer software development. (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)
2. Executive partner: Tianjin Fuao Technology Co., Ltd
3. Description of association relationship
Mr. Li Hao, the former director and deputy general manager of the company, is the actual controller of alterberg enterprise management. According to the stock listing rules of Shenzhen Stock Exchange and other relevant provisions, it is recognized that there is a relationship between the company and the company within the scope of the company's consolidated statements and alterberg enterprise management, and this transaction constitutes a connected transaction.
4. After inquiry, alterberg enterprise management is not the person who is dishonest. Good reputation and the ability to perform contractual obligations.
3、 Basic information of the target company
(I) Tianjin Fuzhen Industrial Equipment Co., Ltd
1. Basic information
Company name: Tianjin Fuzhen Industrial Equipment Co., Ltd
Address: No. 1, Chilong street, economic development zone (West District), Jinnan District, Tianjin
Legal representative: Li JVC
Registered capital: 51 million yuan
Date of establishment: April 10, 1998
Business scope: manufacturing, R & D, integration and sales of industrial intelligent production line, Siasun Robot&Automation Co.Ltd(300024) system, automatic control system, information control system and related software; Research and development of industrial assembly technology; R & D, manufacturing and sales of pneumatic components, sensors and related industrial automation products; Import and export of goods and technology. (unless otherwise provided by laws and administrative regulations) (if the above business scope involves industrial license, it shall operate within the validity period with the license. If the state has exclusive franchise provisions, it shall be handled in accordance with the provisions.) (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
2. Ownership structure:
Unit: 10000 yuan
Name of shareholder capital contribution shareholding ratio
Jiangsu Hagong Intelligent Robot Co.Ltd(000584) 5,100 100%
Total 5100100%
3. Main financial indicators:
The main financial data of Tianjin Fuzhen in the latest year and period are as follows:
Unit: 10000 yuan
Project December 31, 2020 (audited) September 30, 2021 (Unaudited)
Total assets 1602920717343787
Net assets 5292240
