Securities code: Wenzhou Yihua Connector Co.Ltd(002897) securities abbreviation: Wenzhou Yihua Connector Co.Ltd(002897) Announcement No.: 2022019
Wenzhou Yihua Connector Co.Ltd(002897)
Announcement on equity transfer and related party transactions of 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.
Special tips:
1. In order to focus on the company's main business and further optimize the allocation of resources, the company plans to transfer 95% of the equity of Hunan Yihua transportation equipment Co., Ltd. (hereinafter referred to as "Hunan Yihua") to Yihua Holding Group Co., Ltd. after the transfer, the company will no longer hold the equity of Hunan Yihua, and Hunan Yihua will no longer be included in the scope of the company's consolidated statements.
2. This transaction still needs to be deliberated and approved by the general meeting of shareholders of the company, and the related parties interested in the related party transaction will withdraw from voting.
3. If there are major unforeseen events in the transaction process, it may lead to the adjustment of the transaction scheme, and the relevant adjustment may lead to the suspension, termination or cancellation of the transaction.
4. According to the appraisal report issued by Tianjin Zhonglian Assets Appraisal Co., Ltd. (Zhonglian pingbao Zi [2022] No. d-0010), based on the asset-based method, as of the benchmark date of December 31, 2021, the appraisal value of all shareholders' equity of Hunan Yihua on the benchmark date is 122386 million yuan. As the analysis, judgment and conclusion in the asset appraisal are limited by relevant assumptions and limiting conditions, If the assumptions change significantly beyond expectations, the valuation may be inconsistent with the actual situation, and investors should pay attention to the investment risk.
5. This connected transaction does not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies.
1、 Overview of related party transactions
(I) basic information of the transaction
In order to focus on the company's main business, further optimize the allocation of resources and improve the quality of development, Wenzhou Yihua Connector Co.Ltd(002897) (hereinafter referred to as "the company") and Yihua Holding Group Co., Ltd. (hereinafter referred to as "Yihua holding") signed the equity transfer agreement with effective conditions, The company plans to transfer 95% of the equity of the holding subsidiary Hunan Yihua transportation equipment Co., Ltd. (hereinafter referred to as "Hunan Yihua" or "target company") to Yihua holding at the price of RMB 116267 million. After the completion of this transaction, the company will no longer hold the equity of Hunan Yihua and Hunan Yihua will no longer be included in the scope of the company's consolidated statements.
(II) procedures for transaction performance
This transaction has been deliberated and approved by the third meeting of the Fourth Board of directors and the third meeting of the Fourth Board of supervisors of the company. The related directors Chen xianmeng, Fang Jianbin, Fang Jianwen, Cai Shengcai, Jiang Youan and Zhu Songping have avoided voting. The independent directors of the company issued prior approval opinions on this transaction and expressed independent opinions on agreeing to this transaction. This transaction needs to be deliberated and approved by the general meeting of shareholders, and the related parties interested in the related party transaction will avoid voting.
The counterparty of this transaction, Yihua holdings, is the controlling shareholder of the company. According to the stock listing rules of Shenzhen Stock Exchange, Yihua holdings is an affiliated legal person of the company, and this transaction constitutes a connected transaction.
This connected transaction does not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies.
2、 Basic information of related parties
1. Basic information
Counterparty: Yihua Holding Group Co., Ltd
Unified social credit Code: 913303827625159h
Date of establishment: May 19, 2004
Type: limited liability company (invested or controlled by natural person)
Address: floors 1-6, building K, leshang entrepreneurship Park, Yueqing Economic Development Zone
Legal representative: Fang Jianwen
Registered capital: 91.58 million yuan
Business scope: general items: holding company services; Manufacturing of power electronic components; Sales of power electronic components; Mold manufacturing; Mold sales; Smart home consumer equipment manufacturing; Sales of smart home consumer equipment; Sales of plastic products; Manufacturing of electronic components; Sales of electronic components and electromechanical components and equipment; Manufacturing of electronic components and electromechanical components; Information technology consulting services; Sales of high-speed railway equipment and accessories; Manufacturing of high-speed railway equipment and accessories; General parts manufacturing; Retail of auto parts; Manufacturing of photovoltaic equipment and components; Sales of photovoltaic equipment and components; Manufacturing of metal processing machinery (except for the projects that must be approved according to law, the business activities shall be carried out independently according to law with the business license). Licensed items: import and export of goods; Technology import and export; Power generation, transmission and power supply business (for projects that must be approved according to law, business activities can be carried out only after being approved by relevant departments, and the specific business projects shall be subject to the approval results). (the business place of the branch is located in: (another business place of the branch is located in the innovation and entrepreneurship Park (Houyan and Houqiao Village), Weng long street, Yueqing City).
2. Ownership structure:
No. shareholder name or name contribution amount (10000 yuan) shareholding ratio (%)
Meng Chen 14680115
2 Fang Jianbin 14583291 159241
3 Jiang Youan 13693042 149520
4 Fang Jianwen 12399016 135390
5 Zheng Juxiu 9794573106951
6 Cai Shengcai 4949441 5.4045
7 Zhu Songping 3018294 3.2958
8 Li Zhenqi 2728992 2.9799
9 Chen Qi 2502148 2.7322
10 Li Zhensong 2467348 2.6942
11 Li Zhenxiu 2467348 2.6942
12 Li Zhenfei 2467257 2.6941
13 Chen Mengjie 1762823 1.9249
14 Fang Lijun 1057749 1.1550
15 Chen Qiongna 550595 0.6012
16 Chen Xianpeng 523288 0.5714
17 Chen Qingheng 515687 0.5631
18 Jin Xiaoping 309266 0.3377
19 Chen Zhiping 228675 0.2497
20 yesudan 228675 0.2497
21 Wang Haiping 107607 0.1175
22 Cai Yongquan 8.9657 0.0979
23 Weng Jubin 8.9657 0.0979
24 Li Jiaxiang 8.9657 0.0979
25 Lin Liyi 8.9657 0.0979
26 Yang Yongjun 8.9657 0.0979
27 Shen Baolin 8.9657 0.0979
28 Yang Xueqin 6.8868 0.0752
Total 915800 100.00
Yihua Holding Group Co., Ltd. has no actual controller.
3. Main financial indicators:
Unit: 10000 yuan
Project December 31, 2020 (audited) September 30, 2021 (Unaudited)
Total assets 47209175136121
Net assets 21405163069361
Project year 2020 (audited) January September 2021 (Unaudited)
Operating income 29667023072881
Net profit 2776.7 3082.8
4. Association description
Yihua holding is the controlling shareholder of the company, holding 45.48% of the shares of the company. According to the Listing Rules of Shenzhen Stock Exchange, Yihua holding is an affiliated legal person of the company, and this transaction constitutes a connected transaction.
According to the inquiry in the national enterprise credit information publicity system, Yihua holding is not the person subject to dishonesty.
3、 Basic information of transaction object
The underlying assets to be traded this time are: 95% equity of Hunan Yihua, a holding subsidiary.
1. Basic information
Company name: Hunan Yihua transportation equipment Co., Ltd
Unified social credit Code: 9143020ma4q7lf5xr
Date of establishment: January 4, 2019
Type: other joint stock limited companies (unlisted)
Address: D-1, R & D building, phase 2.1, Xinma power innovation park, No. 899, Xianyue Ring Road, Tianyuan District, Zhuzhou City, Hunan Province
Legal representative: Chen xianmeng
Registered capital: 100 million yuan
Business scope: manufacturing of auto parts and accessories; R & D, production and sales of vehicle harness, connector, rail transit accessories and radiator; R & D, production and sales of electrical cabinet, cabinet, chassis and other hardware products; R & D, production and sales of computers and related products and general servers; Installation and maintenance of computer and auxiliary equipment; R & D, production and sales of electronic components; Manufacturing, sales and installation of lighting fixtures; Road cargo transportation (excluding dangerous goods). (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments).
Ownership structure and historical evolution: Hunan Yihua company
