Securities code: Joyware Electronics Co.Ltd(300270) securities abbreviation: Joyware Electronics Co.Ltd(300270) Announcement No.: 2022010 Joyware Electronics Co.Ltd(300270)
Announcement on signing of subscription agreement and related party transaction agreement
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、 Overview of related party transactions
(I) basic information of related party transactions
Joyware Electronics Co.Ltd(300270) (hereinafter referred to as “the company”) the company held the 10th meeting of the 4th board of directors and the 9th meeting of the 4th board of supervisors on August 28, 2020, and the 2nd extraordinary general meeting of shareholders in 2021 on March 12, 2021, deliberated and adopted the proposal on signing a conditional and effective share subscription agreement between the company and the subscription object and other relevant proposals. The company and Xinxiang xintou industry M & A investment fund No. 1 partnership (limited partnership) (hereinafter referred to as “Xinxiang industry fund No. 1”) signed the share subscription agreement with the effective conditions of Joyware Electronics Co.Ltd(300270) issuing shares to specific objects, Xinxiang industry fund No. 1 plans to subscribe for no more than 90841800 shares (including the number) issued by the company with a cash contribution of no more than 530516112 yuan (including the number).
The company held the 20th meeting of the 4th board of directors and the 17th meeting of the 4th board of supervisors on October 21, 2021, deliberated and adopted the proposal on signing the supplementary agreement to the share subscription agreement and related party transactions between the company and specific objects and other relevant proposals. In view of the adjustment of the number of A-Shares issued to specific objects and the total amount of funds raised, the company signed the supplementary agreement to the share subscription agreement with Xinxiang industry fund No. 1. Xinxiang industry fund No. 1 plans to subscribe for no more than 48456045 shares (including this number) issued by the company with a cash contribution of no more than 28298330280 yuan (including this number).
In view of the company’s decision to terminate the issue of shares to specific objects in 2020 and apply to Shenzhen stock exchange for withdrawal of relevant application documents, both parties agreed to sign the cancellation agreement of share subscription agreement and supplementary agreement (hereinafter referred to as the “cancellation agreement”) through consultation between the company and Xinxiang industry fund No. 1.
(II) relationship
Up to now, Xinxiang Industrial Fund No. 1 holds 2424500 shares of the company (accounting for 8.00% of the current total share capital of the company) and has the voting rights of 42392844 shares (accounting for 14.00% of the current total share capital of the company) entrusted by Mr. Shi Xugang. Xinxiang Industrial Fund No. 1 has a total of 66617344 shares (accounting for 22.00% of the current total share capital of the company), It is the shareholder with the largest single voting right of the company. According to the regulations of Shenzhen Stock Exchange GEM Listing Rules, Xinxiang industry fund No. 1 forms an affiliated relationship with the company.
(III) review procedure
On March 11, 2022, the company held the 24th Meeting of the 4th board of directors and the 20th meeting of the 4th board of supervisors, deliberated and approved the proposal on signing the cancellation agreement of share subscription agreement and supplementary agreement and related party transactions with specific objects, and agreed to sign the cancellation agreement with Xinxiang industry fund No. 1. The related directors Shi Xugang, Zhang Gaofeng Chen Haijun avoided voting. The independent directors have issued the independent opinions approved and agreed in advance. According to the authorization of the second extraordinary general meeting of shareholders in 2021, the proposal does not need to be submitted to the general meeting of shareholders for deliberation. This connected transaction does not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies, and does not need to be approved by relevant departments.
2、 Basic information of related parties
1. Basic information of related parties
Enterprise name: Xinxiang xintou industry M & A investment fund No. 1 partnership (limited partnership)
Registered address: No. 80 Heping Avenue, Muye District, Xinxiang City
Executive partner Beijing haihoutai Capital Management Co., Ltd. (appointed representative: Chen Haijun)
Type of enterprise: limited partnership
The registered capital is 130 million yuan
Unified social credit code 91410700ma9fh26a56
Date of establishment: July 31, 2020
Business term: July 31, 2020 to July 30, 2040
Business scope: investment management, asset management, equity investment, project investment, industrial investment
2. Structure chart of equity control relationship
As of the date of this board meeting, the investment and control relationship of Xinxiang industry fund No. 1 is as follows:
Xinxiang Municipal People’s Government Henan Provincial Department of finance Guokai development fund Co., Ltd
86.805% 9.645% 3.55%
Xinxiang Investment Group Co., Ltd. (LP) Beijing haihouqin Capital Management Co., Ltd. (GP)
99.30% 0.70%
Xinxiang xintou industry M & A investment fund partnership
(limited partnership) (LP)
99.99% 0.01%
Xinxiang xintou industry M & A investment fund
No. 1 partnership (limited partnership)
3. Development of main businesses in recent three years
Xinxiang industry fund No. 1 is a specific investment carrier set up by Xinxiang new investment industry M & A investment fund partnership (limited partnership) funded by Xinxiang Investment Group Co., Ltd. and managed by Beijing haihoutai Capital Management Co., Ltd. to maintain and increase the value of state-owned assets mainly through equity investment.
Xinxiang industry fund No. 1 has been filed with China Securities Investment Fund Association in accordance with the requirements of laws and regulations such as the securities investment fund law and the Interim Measures for the supervision and administration of private investment funds, with the filing code of slq823.
4. Financial situation of the latest fiscal year
Unit: 10000 yuan
Project December 31, 2021 / 2021
Operating income-
Net profit -166.14
Total assets
Net assets 6753299
Note: the above financial data have been audited.
5. Association description
For details of the affiliated relationship between Xinxiang Industrial Fund No. 1 and the company, see I. overview of affiliated transactions – (II) affiliated relationship
6. Whether it is a dishonest executee
Xinxiang industry fund No. 1 is not a dishonest executee.
3、 Main contents of termination agreement
Party A (issuer): Joyware Electronics Co.Ltd(300270)
Party B (subscriber): Xinxiang xintou industry M & A investment fund No. 1 partnership (limited partnership)
Whereas:
1. On August 28, 2020, Party A and Party B signed the share subscription agreement of Joyware Electronics Co.Ltd(300270) to issue shares to specific objects (hereinafter referred to as the “share subscription agreement”).
2. On October 21, 2021, Party A and Party B signed the supplementary agreement to the share subscription agreement.
Now, through friendly negotiation, Party A and Party B intend to reach the following agreement terms on the cancellation of the share subscription agreement, so as to abide by it jointly.
(I) Party A and Party B confirm that they unanimously agree to terminate the share subscription agreement and the supplementary agreement to the share subscription agreement, and the share subscription agreement and the supplementary agreement to the share subscription agreement will not have any legal effect on both parties.
(II) after the termination agreement takes effect, other statements and commitment documents (if any) issued by both parties for the issuance or the signing of the share subscription agreement and the supplementary agreement to the share subscription agreement will not have any legal binding force, and Party A and Party B will not continue to perform such statements and commitment documents.
(III) Party A and Party B jointly confirm that the signing of this cancellation agreement is the true expression of intention of both parties. The signing of this cancellation agreement by both parties has been approved and authorized by the internal decision-making body of each party, and there is no dispute or dispute.
(IV) Party A and Party B shall not bear any liability for breach of contract for the signing of this termination agreement in the future.
(V) this cancellation agreement shall come into force from the date of signature and official seal of both parties.
4、 Transaction purpose and impact on Listed Companies
In view of the company’s decision to terminate the issue of shares to specific objects in 2020, after careful study by the company and consensus with Xinxiang industry fund No. 1, both parties agree to sign the termination agreement. This transaction will not have a significant adverse impact on the company’s daily production and operation, and there is no situation that damages the interests of the company and shareholders, especially minority shareholders.
5、 The total amount of various related party transactions with the related party from the beginning of the year to the disclosure date
From the beginning of 2022 to the disclosure date of this announcement, the company has no related party transactions with Xinxiang industry fund No. 1.
6、 Prior approval and independent opinions of independent directors
1. Prior approval opinion
In view of the company’s decision to terminate the issue of shares to specific objects in 2020, through consultation between the company and Xinxiang industry fund No. 1, both parties agreed to sign the cancellation agreement, which does not harm the interests of the company and shareholders, especially minority shareholders. Therefore, after prior deliberation, we agreed to submit this proposal to the 24th Meeting of the Fourth Board of directors of the company for deliberation.
2. Independent opinion
In view of the company’s decision to terminate the issue of shares to specific objects in 2020, through consultation between the company and Xinxiang industry fund No. 1, both parties agreed to sign the cancellation agreement. The relevant decision-making procedures comply with the provisions of laws and regulations and the articles of association, and there is no damage to the company and shareholders. In particular, VII. Document for reference 1. The resolution of the 24th Meeting of the Fourth Board of directors; 2. Resolutions of the 20th meeting of the 4th board of supervisors; 3. Prior approval opinions of independent directors on matters related to the 24th Meeting of the Fourth Board of directors; 4. Independent opinions of independent directors on matters related to the 24th Meeting of the Fourth Board of directors; 5. The cancellation agreement of share subscription agreement and supplementary agreement is hereby announced.
Joyware Electronics Co.Ltd(300270) board of directors
March 12, 2022
