Securities code: Zhuhai Bojay Electronics Co.Ltd(002975) securities abbreviation: Zhuhai Bojay Electronics Co.Ltd(002975) Announcement No.: 2022007 bond Code: 127051 bond abbreviation: Bojie convertible bond
Zhuhai Bojay Electronics Co.Ltd(002975)
Announcement on the proposed waiver of the preemptive right to increase capital and the preemptive right to transfer equity of the participating company
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 waiver
Zhuhai Dingtai Xinyuan crystal Co., Ltd. (hereinafter referred to as “Dingtai Xinyuan”) is a joint-stock company of Zhuhai Bojie Electronics Co., Ltd. (hereinafter referred to as “the company” or ” Zhuhai Bojay Electronics Co.Ltd(002975) “), and the company holds 12.885% of its equity. Recently, the company received that Dingtai Xinyuan introduced investors by means of capital increase and equity transfer. The details are as follows:
(I) capital increase by the investor:
1. Phase I capital increase parties: Zhuhai Zhixin equity investment fund partnership (limited partnership) (hereinafter referred to as “Zhuhai Zhixin”), Guangzhou Haihui Kechuang venture capital partnership (limited partnership) (hereinafter referred to as “Guangzhou Haihui”), Shanghai Orient Securities Company Limited(600958) Innovation Investment Co., Ltd. (hereinafter referred to as “Oriental venture capital”).
2. Phase II capital increase parties: Jiaxing Linchang equity investment partnership (limited partnership) (hereinafter referred to as “Jiaxing Linchang”), Guangzhou Haihui, Guangdong Yuecai small and medium-sized enterprise equity investment fund partnership (limited partnership) (hereinafter referred to as “Guangdong Yuecai”), Zhuhai Huajin Lingyue intelligent manufacturing industry investment fund (Limited partnership) (hereinafter referred to as “Zhuhai Huajin”) Zhuhai science and technology entrepreneurship Angel venture capital fund partnership (limited partnership) (hereinafter referred to as “Zhuhai Kechuang”) and Zhuhai talent innovation venture capital fund partnership (limited partnership) (hereinafter referred to as “Zhuhai Renchuang”) increased the capital of Dingtai Xinyuan in cash.
3. Investment amount, subscribed registered capital and shareholding ratio of the capital increasing Party:
Serial number capital increase stage name of capital increase party contribution method capital increase amount subscribed registered capital shareholding ratio (10000 yuan) (10000 yuan)
Zhuhai Zhixin currency 100000 36.659 2.899%
1. Phase I capital increase Guangzhou Haihui currency 100000 36.659 2.899%
Oriental venture capital currency 100000 36.659 2.899%
Jiaxing Linchang currency 120000 42.158 2.913%
Guangzhou Haihui currency 100000 35.132 2.427%
Phase II capital increase Guangdong Yuecai currency 200000 70.263 4.854% 2 Zhuhai Huajin currency 500.00 17.566 1.214%
Zhuhai Kechuang currency 400.00 14.053 0.971%
Zhuhai Renchuang currency 100.00 3.513 0.243%
Total 820000 292662 21.32%
(II) equity transfer:
1. Wang Zhaochun, Fu Lin, Zhao Yu, Liu Peng and Duan Manlong, the shareholders of Dingtai Xinyuan, respectively transferred their equity of 2.77%, 2.77%, 2.36%, 1.53% and 0.57% to Zhuhai Jingtai investment partnership (limited partnership): it does not involve the preemptive right of the company.
2. Wang Zhaochun, the shareholder of Dingtai Xinyuan, transferred 3.6508% and 7.9365% of his equity to Jiaxing Linchang equity investment partnership (limited partnership) and Yangzhou linsai venture capital partnership (limited partnership) respectively; Fu Lin, the shareholder of Dingtai Xinyuan, transferred 1.5873%, 5.2381%, 3.1746%, 1.2698% and 0.3175% of his equity to Zhuhai Huajin Lingyue intelligent manufacturing industry investment fund (limited partnership), Jiaxing Linchang equity investment partnership (limited partnership), Shenzhen Tianhui xingchuangxin No. 1 investment enterprise (limited partnership), Zhuhai science and technology entrepreneurship Angel venture capital fund partnership (limited partnership) Zhuhai talent innovation venture capital fund partnership (limited partnership): the company waives the priority of the equity transfer.
(III) after the completion of the above capital increase and equity transfer, the registered capital of Dingtai Xinyuan company increased from RMB 115476 million to RMB 1447422 million. After the company gave up the preemptive right of capital increase and the preemptive right of relevant equity, the proportion of equity held by Dingtai Xinyuan decreased from 12.885% to 10.281%, and Dingtai Xinyuan is still a joint-stock company of the company.
The company’s plan to give up the preemptive right of capital increase and the preemptive right of equity transfer of Dingtai Xinyuan has been deliberated and approved at the sixth meeting of the second board of directors. The independent directors expressed their independent opinions. The above matters do not constitute related party transactions, nor do they constitute major asset restructuring stipulated in the administrative measures for major asset restructuring of listed companies. 2、 Basic information of the target company
1. Company name: Zhuhai Dingtai Xinyuan crystal Co., Ltd
2. Unified social credit Code: 91440400ma4w8yd7x9
3. Type: other limited liability companies
4. Address: Building 8, No. 6, Jinyuan 1st Road, Jinding Industrial Area, high tech Zone, Zhuhai
5. Legal representative: Liu Peng
6. Registered capital: RMB 115476 million
7. Date of establishment: March 2, 2017
8. Business term: from March 2, 2017 to no fixed term
9. Business scope: engaged in the design, R & D, production, testing, processing, sales, consulting and technical services of semiconductor wafers, devices, modules, systems and related products (excluding circuit boards); R & D, design, manufacturing, sales, consulting and technical services of semiconductor wafers, devices and other related equipment; Technology and goods import and export business.
(for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments).
10. Ownership structure:
Serial number name / shareholding ratio
1 Wang Zhaochun 23.39%
2 Fulin 23.39%
3 Zhao Yu 19.96%
4 Liu Peng 12.95%
5 Zhuhai Bojay Electronics Co.Ltd(002975) 12.89%
6 sections full dragon 4.85%
7 Zhuhai hi tech Venture Capital Co., Ltd. 2.58%
Total 100.00%
11. Main financial data:
Unit: RMB
Serial number account December 31, 2020 December 31, 2021
(audited) (Unaudited)
1. Total assets 72456059026906048573
2. Net assets 38402320723516575108
3. Operating income 11842718921146463799
4. Net profit -591827419 -285213098
The amount involved in contingencies is 0.
12. After inquiring the national enterprise credit information publicity system, Dingtai Xinyuan does not belong to the dishonest executee. 13. Description of ownership status:
The property right of the subject matter of the transaction is clear, there is no mortgage, pledge or any other restriction on transfer, does not involve litigation, arbitration matters or judicial measures such as seizure and freezing, and there are no other circumstances that hinder the transfer of ownership. 3、 Basic information of capital increasing party
(I) basic information of all parties for capital increase
1. Zhuhai Zhixin equity investment fund partnership (limited partnership)
Unified social credit Code: 91440400ma56997g04
Type: limited partnership
Registered capital: 100 million yuan
Partner information: Shanghai Linxin Investment Management Co., Ltd. contribution ratio: 1%; Hengqin New Area Industrial Investment Fund partnership (limited partnership): 35% Allwinnertech Technology Co.Ltd(300458) contribution ratio: 20%; Zhuhai science and technology entrepreneurship Angel venture capital fund partnership (limited partnership): 24%; Contribution ratio of Zhuhai hi tech Venture Capital Co., Ltd.: 20%.
Registered address: room 201546, building 17, No. 1889, Huandao East Road, Hengqin new area, Zhuhai
Executive partner: Shanghai Linxin Investment Management Co., Ltd
Date of establishment: April 15, 2021
Partnership term: April 15, 2021 to April 14, 2029
Business scope: general items: engaging in equity investment, investment management, asset management and other activities with private funds (business activities can only be carried out after completing the registration and filing of China Securities Investment Fund Association). (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. Guangzhou Haihui Kechuang venture capital partnership (limited partnership)
Unified social credit Code: 91440101ma5cl67g3b
Type: limited partnership
Registered capital: 788 million yuan
Shareholder Information: Li Zhiming’s contribution ratio: 507614%; Contribution ratio of Guangzhou Science and Technology Venture Capital Co., Ltd.: 482234%; Contribution ratio of Guangzhou Haihui Investment Management Co., Ltd.: 1.0152%.
Registered address: unit 1002, 10th floor, A1, No. 191, science Avenue, Science City, high tech Industrial Development Zone, Guangzhou
Executive partner: Li Zhiming
Date of establishment: January 10, 2019
Partnership term: January 10, 2019 to January 9, 2029
Business scope: acting as an agent for other venture capital enterprises and other institutions or individuals in venture capital business; Provide entrepreneurship management services for start-ups; Venture capital.
3. Shanghai Orient Securities Company Limited(600958) Innovation Investment Co., Ltd
Unified social credit Code: 9131 Shenzhen Fountain Corporation(000005) 7628560w
Type: limited liability company (sole proprietorship of legal person invested or controlled by non natural person)
Registered capital: 720 million yuan
Shareholder Information: Orient Securities Company Limited(600958) shareholding ratio: 100%.
Registered address: 2, No. 318, Zhongshan South Road, Huangpu District, Shanghai
