Securities code: 000801 securities abbreviation: Sichuan Jiuzhou Electronic Co.Ltd(000801) Announcement No.: 2022009
Sichuan Jiuzhou Electronic Co.Ltd(000801)
Announcement on the listing and transfer of equity of participating companies by holding 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.
1、 Transaction overview
Sichuan Jiuzhou Electronic Technology Co., Ltd. (hereinafter referred to as "Jiuzhou technology"), a holding subsidiary of Sichuan Jiuzhou Electronic Co.Ltd(000801) (hereinafter referred to as " Sichuan Jiuzhou Electronic Co.Ltd(000801) " or "the company"), intends to transfer its 5% equity of Shenzhen Jieneng Technology Co., Ltd. (hereinafter referred to as "Jieneng Technology") through public listing through property right transaction. This transaction is based on the evaluation report. The listing base price is RMB 1719800 (the final price is subject to the recorded evaluation results). The final counterparty and transaction price will be determined through public listing. After the listing transaction is completed, the company will no longer hold the equity of Jieneng technology.
This transaction does not constitute a major asset reorganization specified in the administrative measures for major asset reorganization of listed companies. Because it is carried out in the form of public listing, the transferee is uncertain temporarily and cannot judge whether it involves related transactions. If the transferee determined by the public listing procedure is the related party of the company, the company will perform the corresponding review procedures. The listing and transfer of 5% equity of Jieneng technology has been unanimously approved at the fourth meeting of the 12th board of directors in 2021.
2、 Basic information of counterparty
As the transfer is carried out in the form of public listing, the transferee is uncertain for the time being. The company will timely disclose the counterparty and relevant subsequent progress according to the progress of public listing.
3、 Basic information of transaction object
（1） Overview of underlying assets
The subject matter to be listed and transferred this time is the 5% equity of Jieneng technology held by Kyushu technology. The ownership of the subject assets is clear, there is no mortgage, pledge or other third-party rights, and there are no major disputes, litigation or arbitration matters, seizure, freezing and other judicial measures; The company did not provide guarantee for Jieneng technology and did not entrust the subsidiary to conduct financial management.
After inquiry, Jieneng technology does not belong to the dishonest executee.
（2） Basic information
Company name: Shenzhen Jieneng Technology Co., Ltd
Date of establishment: March 12, 2007
Registered address: 4ab-411, block AB, building 8, Xinghua Industrial Building, No. 4, Gongye 6th Road, Huaguoshan community, merchants street, Nanshan District, Shenzhen
Legal representative: Zhang Jianrong
Registered capital: RMB 10 million
Business scope: general business items are: development and sales of energy-saving and environmental protection equipment and electromechanical equipment, related technical consultation and technical maintenance; Operate import and export business (the above items do not include items that need pre-approval and prohibition according to laws, administrative regulations and decisions of the State Council). The licensed business items include the development, production and sales of communication products, electronic products, network products and software products, as well as relevant technical consultation and technical maintenance (only produced by branches).
The equity structure is as follows:
Shareholding ratio of shareholders
Rao Ying 60.61%
Shenzhen Fangyuan Zhixing investment management partnership (limited partnership) 21.3%
Sichuan Jiuzhou Electronic Technology Co., Ltd. 5%
Other natural persons 13.09%
Rao Ying, Shenzhen Fangyuan Zhixing investment management partnership (limited partnership), Wu Bin and Zhang Jianrong, the shareholders with the right of preemption, issued the shareholder statement: the preemptive right is reserved. If they do not participate in the bidding of the property right exchange, it indicates that they will automatically give up the preemptive right of the equity transfer. （3） Financial situation of the latest year
As of December 31, 2020, the audited total assets were 3.5104 million yuan, the total liabilities were 553400 yuan, and the net assets were 2.957 million yuan. In 2020, the company realized an operating revenue of RMB 0.000 and a net profit of RMB -891600.
As of June 30, 2021, the audited total assets are 3.1743 million yuan, the total liabilities are 523100 yuan, and the net assets are 2.6512 million yuan. From January to June 2021, the company realized an operating revenue of 0 million yuan and a net profit of -305900 yuan.
4、 Pricing basis of transaction
The transfer is carried out by listing. The company employs audit and evaluation institutions to audit and evaluate the equity of Jieneng technology. According to the appraisal based on the asset-based method, on the benchmark date of June 30, 2021, Jieneng technology's total assets have a book value of 3.1743 million yuan, the appraisal value is 3.9627 million yuan, the appraisal value-added is 788400 yuan, and the appreciation rate is 24.84%; The book value of total liabilities is 523100 yuan, and the assessed value is 523100 yuan, which has no change compared with the book value; The book value of shareholders' equity is 2.6512 million yuan, the assessed value is 3.4396 million yuan, the assessed appreciation is 788400 yuan, and the appreciation rate is 29.74%. According to the appraisal results, the bottom listing price of 5% equity of Shenzhen Jieneng, the subject of this transaction, is RMB 1719800, and the final price is subject to the appraisal results filed.
5、 Other arrangements for this equity transfer
This equity transfer does not involve the placement of Jieneng technology employees. After the equity listing and transfer, the creditor's rights and debts of Jieneng technology will not be changed and will still be borne by Jieneng technology.
6、 Main contents of transaction agreement
The formal agreement on the equity transfer has not been signed yet. The company will authorize the management of the company to sign the equity transfer agreement after the listing is completed, the final transferee is determined and all effective conditions are met. 7、 Transaction purpose and impact on the company
Kyushu technology acquired shares in Jieneng technology in 2010 and cooperated with it to develop the digital TV industry. However, due to the impact of the economic situation in recent years, it has become more difficult to expand its business and the demand for products has declined. The company has been in a state of loss since 2018 and its operation has basically stopped in 2019. According to the company's strategic development plan, in order to further rationalize the company's business positioning, optimize industrial structure, adjust resource allocation and improve profitability, Kyushu technology plans to list and transfer 5% equity of Jieneng technology. After the equity transfer is completed, the company will no longer hold the equity of Jieneng technology. This transaction will not have a significant impact on the company's sustainable operation ability, future financial status and operating results.
8、 Opinions of independent directors
The independent directors of the company believe that the transaction is conducive to combing the company's positioning and industrial structure, improving the profitability and in line with the company's development strategy. This transaction is conducted by listing, the base price of listing is based on the assessed value, the pricing follows the principles of openness, fairness and impartiality, the voting procedures of transaction matters are legal, there are no acts and circumstances infringing on the interests of minority shareholders, and we unanimously agree on this equity transfer.
9、 Documents for future reference
1. Resolution of the fourth meeting of the 12th board of directors in 2021.
2. Independent opinions of independent directors of the company on relevant proposals of the fourth meeting of the 12th board of directors in 2021.
It is hereby announced.
Sichuan Jiuzhou Electronic Co.Ltd(000801) board of directors January 4, 2002
