Securities code: 300025 securities abbreviation: Hangzhou Huaxing Chuangye Communication Technology Co.Ltd(300025) Announcement No.: 2022-003 Hangzhou Huaxing Chuangye Communication Technology Co.Ltd(300025)
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.
Hangzhou Huaxing Chuangye Communication Technology Co.Ltd(300025) (hereinafter referred to as "the company" or " Hangzhou Huaxing Chuangye Communication Technology Co.Ltd(300025) ") disclosed on November 25, 2021 the agreement on transfer of 17% equity of Internet harbor and signing
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Announcement of (Announcement No.: 2021-075). On December 15, 2021, the company issued the appraisal report on the equity value of the project issued by Beijing Dakun Interconnection Technology Co., Ltd. (hereinafter referred to as the "appraisal report on equity transfer" issued by Beijing Dakun Interconnection Technology Co., Ltd. and the "legal opinion on equity transfer" issued by Beijing Dakun interconnection Technology Co., Ltd, See the announcement on that day for details. We hereby sign the agreement on the transfer of 17% equity of Internet harbor
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The main contents of the supplementary disclosure of the announcement are as follows:
1. As of September 30, 2021, the assessed value of interconnected harbor
Kunyuan Assets Appraisal Co., Ltd. has completed the appraisal of Internet harbor. According to the asset appraisal report (Kunyuan appraisal report [2021] No. 801) issued by Kunyuan Assets Appraisal Co., Ltd., as of September 30, 2021, the appraisal value of all shareholders' equity of Internet harbor is -170287134.15 yuan.
2. Audited financial data of Internet harbor as of December 31, 2020 (unconsolidated)
According to the audit report (DLH [2021] No. a01-017) issued by Beijing Dongshen Dingli International Certified Public Accountants Co., Ltd., the total assets of Internet harbor as of December 31, 2020 were 289022949.66 yuan, the total liabilities were 371741481.90 yuan and the net assets were -82718532.24 yuan. 3. Further analysis on the performance ability of Hangzhou Dacheng Technology Co., Ltd. (hereinafter referred to as "Dacheng Technology") and Haoteng investment management partnership (limited partnership) in Ningbo Meishan bonded port area (hereinafter referred to as "Haoteng investment")
Dacheng Technology: since Dacheng Technology acquired 34% equity of Internet harbor with RMB 133 million in 2018, its main asset is the equity of Internet harbor. The operation of Internet harbor determines the financial situation of Dacheng Technology. After Dacheng Technology acquired 34% equity of Internet harbor, it provided financial assistance for Internet harbor on the one hand and helped it develop business on the other. As far as the company is concerned, through the transaction of the equity transfer agreement between Hangzhou Dacheng Technology Co., Ltd. and Hangzhou Huaxing Chuangye Communication Technology Co.Ltd(300025) on Beijing Internet harbor Technology Co., Ltd. (hereinafter referred to as the "original agreement"), the company obtained the equity transfer payment of RMB 133 million paid by Dacheng Technology, At the same time, the company provided the guarantee of HK $2.7 billion for the company and gradually reduced the risk of HK $2.7 billion for the company's loan to HK $2.7 billion. In recent years, although the income of Internet harbor has increased significantly, it has not been profitable and its operation has not been fundamentally changed. According to the current assets and cash situation of Dacheng Technology, it is unable to fulfill the obligation of repurchasing the equity at the price agreed in the original agreement, that is, to purchase the remaining 17% equity of Internet harbor from Hangzhou Huaxing Chuangye Communication Technology Co.Ltd(300025) with 66.64 million yuan, and it is also unable to pay 13.33 million yuan as liquidated damages.
Haoteng Investment: Haoteng investment has paid 1.45 million yuan to the company on November 26, 2021. According to the bank account details provided by Haoteng investment, as of December 10, 2021, the balance of Haoteng investment bank account was 11.1575 million yuan. Although Haoteng investment currently has insufficient self owned funds, Haoteng investment indicates that it will pay the equity transfer price in accordance with the equity transfer agreement by means including but not limited to self financing. When Dacheng Technology has constituted a breach of contract, in view of the current financial situation, acquisition fund arrangement and equity price payment arrangement of Haoteng investment, Haoteng investment has more performance ability than Dacheng Technology.
4. Further explanation on the reasons for agreeing to this equity transfer
(1) After Dacheng Technology acquired the equity of Internet harbor in 2018, Dacheng technology provided Hangzhou Huaxing Chuangye Communication Technology Co.Ltd(300025) with 34% equity pledge guarantee of Internet harbor for Hangzhou Huaxing Chuangye Communication Technology Co.Ltd(300025) in terms of the loan of 127 million yuan and the guarantee of loan of 202 million yuan from financial institutions. At present, Dacheng Technology's assets are unable to acquire the remaining 17% equity of Internet harbor from Hangzhou Huaxing Chuangye Communication Technology Co.Ltd(300025) with 66.64 million yuan, nor can it pay liquidated damages of 13.33 million yuan. If Dacheng Technology is forced to perform, it is difficult for the company to obtain equity transfer or liquidated damages. The transfer of the remaining 17% equity of the company to Haoteng investment at a price lower than the repurchase price of Dacheng Technology is to make every effort to realize the equity investment and recover the losses to the greatest extent by integrating Dacheng Technology's performance ability, the current actual operating conditions of Internet harbor, the net asset price and the current appraisal value.
(2) Although the company transferred the remaining 17% equity to Haoteng investment at a price lower than the repurchase price of Dacheng Technology, the transfer price is higher than the net asset price and evaluation value per share of Internet harbor, and covers the liquidated damages payable by Dacheng Technology this time. The company has realized the equity investment as much as possible, recovered the losses to the greatest extent, and the pricing is reasonable.
(3) In view of the complex interest relationship between the company and the Internet harbor, such as the creditor's rights of 29 million yuan in addition to its 17% equity, based on the current operation status of the Internet harbor, the evaluation value, the financial situation of Dacheng Technology and Ren Zhiyuan's personal disclosure of litigation related information, the board of directors and supervisors of the company judged the situation from the fundamental interests of the company and investors, After comprehensive analysis and comparison of various schemes (including but not limited to the transaction scheme, litigation and other measures), we finally agreed to this equity transaction.
(4) The equity transfer agreement and other arrangements related to this transaction have low risks, and considering the needs of the acquirer and other factors in the transaction, the company decided not to investigate the liability for breach of contract of Dacheng Technology for the time being, but provided that the equity transfer is successfully completed, it does not completely waive the liability for breach of contract of Dacheng Technology under the original agreement. If the equity transfer is successfully completed, the consideration agreed in the equity transfer agreement is higher than the liquidated damages payable by Dacheng Technology, and from the perspective of the company as the shareholder of Internet harbor, the risk of being required by the creditor to bear compensation liability within the scope of shareholders' capital contribution in case of subsequent poor operation of Internet harbor is avoided; On the other hand, the company reserves the right to re investigate the liability for breach of contract from Dacheng Technology in the event that Haoteng investment fails to perform the contract. If the transaction is not finally concluded and the company does not receive all the equity transfer payment of 14.5 million yuan paid by Haoteng investment, according to the equity transfer agreement, Haoteng investment shall pay Hangzhou Huaxing Chuangye Communication Technology Co.Ltd(300025) liquidated damages of 20% of the total equity transfer price, i.e. 2.9 million yuan, if the overdue payment exceeds 30 days; In addition, the company still reserves the right to recover the liquidated damages of 13.33 million yuan of Dacheng Technology as agreed in the original agreement when the equity is not successfully transferred, and there is no additional risk for the company.
5. Review procedure
The proposal was deliberated and approved at the 11th meeting of the 6th board of directors, the proposal was deliberated and approved at the 10th meeting of the 6th board of supervisors, and the independent directors issued relevant independent opinions. This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation. Special tips:
1. The company and Haoteng investment reached an agreement on the company's transfer of 17% equity of interconnection harbor and related matters. The two parties signed the equity transfer agreement on November 18, 2021 and November 24, 2021 respectively. The company agreed to transfer 17% equity of interconnection harbor to Haoteng investment at a price of RMB 14.5 million. The share right transfer payment was paid in three installments. After the payment was paid, the company went through the share transfer procedures, However, the performance period of the agreement is long, and the business situation of Internet harbor is unstable, so there is performance risk.
2. Haoteng investment has paid 1.45 million yuan to the company on November 26, 2021, and the remaining two equity transfer payments have not been paid because the payment period agreed in the agreement has not expired. According to the industrial and commercial archives provided by Haoteng investment and the information note and bank account details provided by Haoteng investment, as of September 30, 2021, all partners of Haoteng investment have subscribed capital contributions of 1 million yuan, but not paid in, with total assets of 1.38 million yuan, total liabilities of 270000 yuan and net assets of 910000 yuan; As of December 10, 2021, the balance of Haoteng investment bank account was 11.1575 million yuan. Although Haoteng investment currently has insufficient self owned funds, Haoteng investment indicates that it will pay the equity transfer price in accordance with the equity transfer agreement by means including but not limited to self financing.
3. According to the self-examination of the company and the directors, supervisors and senior managers and the relevant commitment letters provided by Haoteng investment and its partners, Cheng Xiaoyan and Ren Zhiyuan, Haoteng investment and its partners have no relationship with the company, Internet harbor, Dacheng Technology, Ren Zhiyuan, Cheng Xiaoyan, the top ten shareholders of the company (disclosed in the latest periodic report) and directors, supervisors and senior managers, nor in property rights, business, assets Creditor's rights, debts, personnel and other relations that may or have caused the company to favor its interests.
4. Kunyuan Assets Appraisal Co., Ltd. has completed the appraisal of Internet harbor. According to the asset appraisal report (Kunyuan appraisal report [2021] No. 801) issued by Kunyuan Assets Appraisal Co., Ltd., as of September 30, 2021, the appraisal value of all shareholders' equity of Internet harbor is -170287134.15 yuan.
5. The final implementation of this equity transfer needs to be reviewed by the general meeting of shareholders of the company. Although the approval of the total transaction price does not reach the approval standard of the general meeting of shareholders, in view of the large difference between the transfer price and the repurchase price agreed in the original agreement, it is submitted to the general meeting of shareholders for approval.
6. This equity transfer does not constitute a connected transaction, nor does it constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies.
1、 Transaction overview
On November 18, 2021, Haoteng investment signed the equity transfer agreement on the transfer of the equity of interconnection harbor. On November 24, 2021, the company agreed to sign the above agreement. The company plans to transfer 17% equity of interconnection harbor held by Haoteng investment at a price of RMB 14.5 million. After the transfer, the company will no longer hold the equity of interconnection harbor. Notes on matters related to this share transfer:
1. Historical background. On September 28, 2018, the company, Ren Zhiyuan, Internet harbor, Shenzhen Qianhai Huaxing AsiaInfo investment partnership (limited partnership) (hereinafter referred to as "Shenzhen Qianhai") and Dacheng technology reached an agreement on the transfer of 34% equity of Internet harbor and related matters, and signed the original agreement. The main content of the original agreement is that the company will transfer its 34% equity of Internet harbor to Dacheng Technology at a price of 133 million yuan, which has been fulfilled; The original agreement agreed on the relevant contents of the remaining 17% of the equity of Internet harbor as follows: (1) within 36 months after the delivery of this equity transfer, Dacheng Technology promised to purchase the remaining 17% of the equity of Internet harbor from the company at the same price of this equity transfer (i.e. the equity transfer amount corresponding to each 1 yuan of registered capital is 7.84 yuan) (the corresponding registered capital contribution is 8.5 million yuan); (2) If Dacheng Technology fails to purchase the remaining 17% equity of Internet harbor from the company on schedule as agreed in the original agreement, it needs to pay RMB 13.33 million as liquidated damages to the company.
2. Dacheng technology actively assists the company in recovering funds. When the original agreement was signed, the operation of Internet Harbor was poor. Dacheng Technology controlled by Cheng Xiaoyan, the original actual controller of the company, transferred 34% equity of Internet harbor at the price of 133 million yuan, By providing financial support to Internet harbor, we assisted Internet harbor to release the guarantee of RMB 202 million provided by the company for Internet harbor and gradually repay the company's loan (RMB 127 million to RMB 29 million), and actively assisted the company in recovering funds. The payment of the above equity payment, the cancellation of the guarantee and the return of the loan show that Dacheng Technology has the ability and sincerity to perform the contract.
3. After Dacheng Technology acquired 34% equity of Internet harbor, Internet harbor has suffered continuous losses in recent years, and its operation has not met expectations. At present, Dacheng Technology has no business and its main assets are the equity of Internet harbor. The operation of Internet harbor directly affects the performance ability of Dacheng Technology. According to the unaudited financial statements and situation notes provided by Dacheng Technology, as of September 30, 2021, Dacheng Technology had total assets of 133.4147 million yuan, total liabilities of 134.3109 million yuan, monetary capital of 115 thousand yuan and net assets of -896200 yuan. According to the current assets and cash status of Dacheng Technology, it is unable to fulfill the obligation of repurchasing equity at the price agreed in the original agreement, that is, to purchase the remaining 17% equity of Internet harbor from Hangzhou Huaxing Chuangye Communication Technology Co.Ltd(300025) with 66.64 million yuan, and it is also unable to pay 13.33 million yuan as liquidated damages.
4. Dacheng Technology is unable to buy back and assist in introducing investors. According to the situation statement and financial statements provided by Dacheng Technology, the company has no ability to perform the original agreement for the purchase of the remaining 17% equity of interconnection harbor held by the company, so it actively assists the company in introducing other third-party investors to purchase the equity of interconnection harbor. With the consent of other shareholders of interconnection harbor, the company has the priority right to transfer this time.
5. The demands of the counterparty. Haoteng investment puts forward the following demands: "Since the premise of this acquisition is the stability of the operation of the Internet harbor, we hope that the main management team members of the Internet harbor will remain stable, and maintaining the stable operation of the Internet harbor will also be conducive to the recovery of your creditor's rights. In view of this, we hope that you will not claim against Hangzhou Dacheng Technology Co., Ltd. for its failure to report to you on the premise of the successful transaction with the enterprise The company's liability for breach of contract for repurchasing the remaining 17% equity of Internet harbor ".
For the purpose of common development, it is proposed to sign the supplementary agreement II on equity transfer between Hangzhou Dacheng Technology Co., Ltd. and Hangzhou Huaxing Chuangye Communication Technology Co.Ltd(300025) on Beijing Internet harbor Technology Co., Ltd. (hereinafter referred to as "supplementary agreement II"). The parties agree that Haoteng investment will pay us an accumulated equity transfer amount of 14.5 million yuan in accordance with the equity transfer agreement If we successfully transfer 17% of the equity of Internet harbor held by our company, we promise not to pursue the liquidated damages of RMB 13.33 million for Dacheng Technology's failure to acquire 17% of the equity of Internet harbor from our company according to Article 4.2 of the original agreement in accordance with item (3) of article 14.1 of the original agreement. If Haoteng investment fails to pay Hangzhou Huaxing Chuangye Communication Technology Co.Ltd(300025) as agreed in the equity transfer agreement
