Securities code: Shenzhen Dawei Innovation Technology Co.Ltd(002213) securities abbreviation: Shenzhen Dawei Innovation Technology Co.Ltd(002213) Announcement No.: 2022020 Shenzhen Dawei Innovation Technology Co.Ltd(002213)
Announcement on related party transactions involved in this non-public offering of shares and the signing of conditional and effective share subscription agreement with the target to be subscribed
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) overview of this non-public offering of a shares
Shenzhen Dawei Innovation Technology Co.Ltd(002213) (hereinafter referred to as “the company”) plans to issue no more than 30000000 shares (including this number) in a non-public manner. The final approval document of China Securities Regulatory Commission on this issuance shall prevail. The total amount of raised funds shall not exceed 313.2 million yuan (including this number). The company will be used to supplement working capital after deducting the issuance expenses. The issuing object of this non-public offering is Shenzhen chuangtong Investment Development Co., Ltd. (hereinafter referred to as “chuangtong investment”), which subscribes the shares issued in cash. The company and chuangtong investment signed the share subscription agreement of Shenzhen Dawei Innovation Technology Co.Ltd(002213) and Shenzhen chuangtong Investment Development Co., Ltd. (hereinafter referred to as the “share subscription agreement”) on March 25, 2022.
(II) related party transactions involved in non-public offering of shares
The issuing object of this non-public offering is chuangtong investment, which is the controlling shareholder of the company. According to the provisions of the stock listing rules of Shenzhen Stock Exchange, this non-public offering constitutes a related party transaction, which needs to be submitted to the general meeting of shareholders for approval. The related party chuangtong investment and the related shareholders interested in this related party transaction will avoid voting.
This transaction does not constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies.
Project content
Company name: Shenzhen chuangtong Investment Development Co., Ltd
Enterprise type limited liability company
Registered address 2410-3, building 4, century of Excellence Center and Huanggang business center, Southeast of the junction of Fuhua third road and Jintian Road, Fushan community, Futian street, Futian District, Shenzhen
Legal representative: Lian Zongmin
The total subscribed registered capital is 200 million yuan
Unified social credit code 91440300ma5dd5wr79
Business scope investment consultation; Investment in industry (specific projects will be reported separately); Equity investment.
Equity structure: Lian Zongmin subscribed 190 million yuan, accounting for 95%;
Lin Ningying subscribed 10 million yuan, accounting for 5%.
Office address 2410-3, building 4, century of Excellence Center and Huanggang business center, Southeast of the junction of Fuhua third road and Jintian Road, Fushan community, Futian street, Futian District, Shenzhen
Executive director and general manager Lian Zongmin
2. Main financial data of chuangtong investment in the last year
Unit: RMB 10000
Project year 2020 / December 31, 2020
Total assets 7055830
Total liabilities 5127673
Net assets 1928157
Operating income 0
Operating profit -50.15
Net profit -50.15
Net cash flow from operating activities -9.56
Net cash flow from investment activities 0.30
Net cash flow from financing activities 0
Note: the above data has not been audited
3. Chuangtong investment was established on May 23, 2016. Its business scope: investment consulting; Investment in industry (specific projects will be reported separately); Equity investment. Since its establishment, chuangtong investment has mainly engaged in investment and management of chuangtong Kerry Industrial Co., Ltd. (hereinafter referred to as “chuangtong industry”).
4. As of the reporting date, chuangtong investment and its concerted actor chuangtong industry held 40361915 shares of the company (accounting for 195932% of the total share capital of the company), and the number of Directors recommended by chuangtong investment exceeded half of the total number of directors of the Fifth Board of directors of the company. Therefore, chuangtong investment has the control of the company, and chuangtong investment is
3、 The subject matter of related party transactions and its pricing principles
(I) subject matter of transaction
The subject matter of this connected transaction is the non-public offering shares of the company to be subscribed by chuangtong investment. (II) price determination principle of related party transactions
The pricing benchmark date of this non-public offering is the announcement date of the resolution of the 23rd Meeting of the Fifth Board of directors of the company, and the issue price is 10.44 yuan / share, which is no less than 80% of the average trading price of the company’s shares in the 20 trading days before the pricing benchmark date (the average trading price of shares in the 20 trading days before the pricing benchmark date = the total trading volume of shares in the 20 trading days before the pricing benchmark date / the total trading volume of shares in the 20 trading days before the pricing benchmark date).
During the period from the pricing base date to the issuance date, if the company has ex rights and ex interests such as dividend distribution, bonus shares, conversion of capital reserve into share capital, the issuance price will be adjusted accordingly. The adjustment method is as follows:
Cash dividend: P1 = p0-d
Bonus shares or converted into share capital: P1 = P0 / (1 + n)
Cash distribution and bonus shares or share capital conversion: P1 = (p0-d) / (1 + n)
Where: P0 is the issuing reserve price before adjustment, D is the distribution of cash dividends per share, n is the number of bonus shares or converted share capital per share, and P1 is the issuing reserve price after adjustment.
4、 Main contents of related party transaction agreement
The main contents of the share subscription agreement signed by the company and chuangtong investment on March 25, 2022 are as follows: (I) the subject and signing time of the agreement
Party A (issuer): Shenzhen Dawei Innovation Technology Co.Ltd(002213)
Party B (subscriber): Shenzhen chuangtong Investment Development Co., Ltd
(II) subscription quantity, subscription price, restricted period and other related matters
1. Number of shares subscribed
(1) The number of non-public shares issued by Party A this time shall not exceed 30 million shares (including this number), and the total amount of funds to be raised shall not exceed 313.2 million yuan. Party B intends to fully subscribe for the shares of Party A’s non-public offering in cash, and the total subscription price shall not exceed RMB 313.2 million. In case of ex rights matters such as distribution of stock dividends, conversion of capital reserve into share capital, allotment of shares and so on from the pricing benchmark date to the issuance date of Party A’s shares, the upper limit of the number of shares issued to Party B will be adjusted accordingly.
(2) Within the above scope, after obtaining the approval of the CSRC on this non-public offering and the contract comes into force, the board of directors of Party A will negotiate with the sponsor (lead underwriter) to determine the final issuance quantity according to the relevant provisions and specific conditions of the CSRC in accordance with the authorization of the general meeting of shareholders.
(3) Both parties agree that if the total amount of funds raised in this non-public offering is adjusted due to changes in regulatory policies or in accordance with the requirements of the issuance approval documents, both parties need not sign a supplementary agreement on the adjustment of the total amount of funds raised by Party A.
2. Subscription method, subscription price and subscription payment
(1) Subscription price
Both parties agree that the price of this non-public offering is 10.44 yuan / share, and the pricing benchmark date of this offering is the announcement date of the resolution of the board of directors of this non-public offering. The issuing price of this offering shall not be lower than 80% of the average trading price of the company’s shares in the 20 trading days before the pricing benchmark date (average trading price of shares in the 20 trading days before the pricing benchmark date = total trading volume of shares in the 20 trading days before the pricing benchmark date / total trading volume of shares in the 20 trading days before the pricing benchmark date).
In case of ex right, ex dividend or other equity adjustment of Party A’s shares from the pricing benchmark date of this non-public offering to the issuance date, such as dividend distribution, share distribution, conversion of capital reserve into share capital, the issuance price will be adjusted accordingly. The adjustment method is as follows:
Cash dividend: P1 = p0-d
Bonus shares or converted into share capital: P1 = P0 / (1 + n)
Cash distribution and bonus shares or share capital conversion: P1 = (p0-d) / (1 + n)
Where: P0 is the issuing reserve price before adjustment, D is the distribution of cash dividends per share, n is the number of bonus shares or converted share capital per share, and P1 is the issuing reserve price after adjustment.
(2) Subscription method
Party B subscribes the non-public offering shares of Party A in RMB cash, and the calculation method of subscription amount is the number of shares subscribed by Party B × Issue price.
(3) Payment method of subscription money
Party B shall transfer all the subscription price to the account specially opened by the sponsor (lead underwriter) for Party A’s non-public offering within 3 working days from the date when the matters related to the non-public offering are approved by the CSRC and Party B receives the notice of subscription payment sent by Party A (hereinafter referred to as the “Notice of payment”). The above subscription funds shall be transferred to Party A’s special storage account for the funds raised by this non-public offering after the capital verification is completed by the accounting firm and the relevant expenses are deducted.
3. Restricted period
(1) Party B promises that the shares subscribed by Party A for this non-public offering will not be transferred within 18 months from the date of the end of this offering (i.e. the date on which Party B obtains the shares issued this time).
(2) Party B has issued relevant lock-in commitments for the shares it has obtained in accordance with relevant laws and regulations, normative documents, relevant provisions of the CSRC and the Shenzhen Stock Exchange and the requirements of Party A.
(3) After the end of this non-public offering, the shares derived from the non-public offering shares of party a subscribed by Party B due to the distribution of stock dividends by Party A and the conversion of capital reserve into share capital shall also comply with the above stock restriction period arrangement.
(4) After the end of the sales restriction period, Party B will implement it in accordance with the relevant provisions of the CSRC and the Shenzhen Stock Exchange. If the relevant regulatory authorities have other requirements for the lock-in period of the shares subscribed by Party B, such provisions shall prevail.
(5) Party B promises that in accordance with the relevant provisions of the securities law and the measures for the administration of the acquisition of listed companies, if Party B participates in the subscription of shares in this non-public offering, it will trigger its obligation to issue an offer to all shareholders, In case of triggering the obligation of tender offer, Party B shall lock up the shares it has subscribed for in this non-public offering in accordance with item (III) of Article 63 of the administrative measures for the acquisition of listed companies or the latest regulatory provisions at that time.
If the CSRC or the Shenzhen Stock Exchange have different opinions on the above lock-in period arrangement, both parties agree to revise and implement the above lock-in period arrangement in accordance with the opinions of the CSRC or the Shenzhen Stock Exchange. The reduction of the shares subscribed for this time after unlocking shall comply with the relevant provisions of the company law, the securities law, the stock listing rules of Shenzhen Stock Exchange and other laws.
(III) liability for breach of contract
1. If Party A, according to its actual situation and relevant laws and regulations and other normative documents, believes that this non-public offering can no longer achieve the purpose of issuance, and voluntarily withdraws the application materials from the CSRC; Or the non-public offering has not been deliberated and approved by the board of directors and the general meeting of shareholders of Party A; Or if the CSRC decides not to approve the non-public offering, this agreement will be automatically terminated, and both parties will not be liable for breach of contract.
2. After this agreement takes effect, if Party A fails to issue the shares subscribed by Party B under this agreement to Party B due to major changes in relevant laws, regulations, rules, policies or the provisions, decisions or requirements of relevant competent authorities, it shall not be deemed that Party A violates the provisions of this agreement, but Party A shall return the subscription amount paid by Party B plus the interest on bank deposits in the same period (at the current interest rate) to Party B.
3. After this Agreement comes into effect, if Party B fails to pay all the subscription money to the account specially opened for this issuance designated by Party A within the subscription money payment time agreed in the payment notice issued by Party A, Party B shall pay Party A liquidated damages of 5% of the total subscription amount of Party B. if the liquidated damages are insufficient to compensate the losses caused to Party A, Party B shall also make full compensation. If it is overdue for more than 10 days, Party A has the right to terminate this agreement. 4. If either party of this agreement violates this agreement, or violates the commitments or guarantees made in this agreement, or there are false and major omissions in the commitments or guarantees made, it shall be deemed as a breach of contract, and the breaching party shall bear the corresponding liability for breach of contract according to law. Either party to this agreement fails to perform its obligations under this agreement or fails to perform its obligations in accordance with the relevant provisions of this agreement,
