Securities code: 301099 securities abbreviation: Yachuang electronics Announcement No.: 2022-001 Shanghai Yachuang Electronics Group Co., Ltd
Announcement on purchasing 55% equity of Shenzhen Yi Hytera Communications Corporation Limited(002583) Co., Ltd. in cash
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. Shanghai Yachuang Electronics Group Co., Ltd. (hereinafter referred to as "the company" or "Yachuang Electronics"), in order to further optimize the company's strategic development and quickly expand the layout of the passive component market, Purchase 55% equity of Shenzhen Yi Hytera Communications Corporation Limited(002583) Co., Ltd. (hereinafter referred to as "Yi Hytera Communications Corporation Limited(002583) " or "target company") focusing on the passive component market with its own funds or self raised funds.
2. According to the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange, the Listing Rules of Shenzhen Stock Exchange on the gem and the articles of association, this transaction belongs to the decision-making authority of the board of directors of the company and does not need to be submitted to the general meeting of shareholders for approval. This transaction does not constitute a connected transaction, nor does it constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies.
3. In addition, this transaction may also have the risk of acquisition integration, goodwill impairment, transaction failure due to failure of both parties to perform and other factors. The company reminds investors to pay special attention to the above risk tips, and the company will timely perform the obligation of information disclosure according to the transaction progress.
1、 Transaction overview
(I) basic information of this transaction
On January 7, 2022, the company cooperated with Shenzhen Hytera Communications Corporation Limited(002583) Technology Development Co., Ltd. (hereinafter referred to as " Hytera Communications Corporation Limited(002583) technology"), Shenzhen Haiyou Tongchuang investment partnership (limited partnership) (hereinafter referred to as "Haiyou Tongchuang"), Shenzhen Haiyou Zhichuang investment partnership (limited partnership) (hereinafter referred to as "Haiyou Zhichuang") Wang Lirong (the above parties are collectively referred to as the "counterparty") Zhang Haishan and Yi Hytera Communications Corporation Limited(002583) signed the capital increase and equity transfer agreement between Shanghai Yachuang Electronics Group Co., Ltd. and Shenzhen Hytera Communications Corporation Limited(002583) Technology Development Co., Ltd., Shenzhen Haiyou Tongchuang investment partnership (limited partnership), Shenzhen Haiyou Zhichuang investment partnership (limited partnership), Wang Lirong and Zhang Haishan on Shenzhen Yi Hytera Communications Corporation Limited(002583) Co., Ltd (hereinafter referred to as "transaction agreement" or "this Agreement"). The company plans to increase the capital of the target company by RMB 40 million in cash and pay the equity transfer payment to the counterparty, totaling RMB 76.66 million. After the completion of this transaction, the company will obtain 55% of the fully diluted equity of the target company, and Yi Hytera Communications Corporation Limited(002583) will become a holding subsidiary of the company and be included in the scope of the company's consolidated statements.
(II) approval procedures for the performance of this transaction
On January 7, 2022, the company held the 12th meeting of the first board of directors, and deliberated and adopted the proposal on the company's purchase of 55% equity of Yi Hytera Communications Corporation Limited(002583) by means of capital increase and equity transfer with 7 affirmative votes, 0 negative votes and 0 abstention votes. The independent directors expressed their consent to the proposal.
According to the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange, the Listing Rules of Shenzhen Stock Exchange on the gem and the articles of association, this transaction belongs to the decision-making authority of the board of directors of the company and does not need to be submitted to the general meeting of shareholders for approval. This transaction does not constitute a connected transaction, nor does it constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies.
2、 Basic information of the counterparty
(I) introduction to the counterparty
1. Hytera Communications Corporation Limited(002583) Technology
Hytera Communications Corporation Limited(002583) technology now holds 75.5% of the equity of the target company, and its basic information is as follows:
Company name: Shenzhen Hytera Communications Corporation Limited(002583) Technology Development Co., Ltd
Registered address: Zhiben building, No. 12, Fumin Road, Haibin community, Futian street, Futian District, Shenzhen
903-1003
Enterprise type: limited liability company (sole proprietorship of natural person)
Legal representative: Zhang Haishan
Registered capital: RMB 1 million
Unified letter of credit code 914403007813525428
Business term: October 10, 2005 to October 10, 2025
General business items: technical development, purchase and sale of electronic components and electronic products; China's commercial and material supply and marketing industry (excluding franchised, exclusively controlled, franchised commodities and restricted items); Import and export of goods and technology; Setting up industry (specific projects will be reported separately); Business scope information consultation of daily necessities, cosmetics and health care products; Health care management consultation (excluding medical behavior); information
Consulting (excluding restricted items); Business information consultation; Marketing planning; Operating e-commerce; Sales of welding equipment and welding tools. (except for projects prohibited by laws, administrative regulations and decisions of the State Council, restricted projects can be operated only after obtaining permission)
Equity structure: Zhang Haishan holds 100% equity
Actual controller: Zhang Haishan
2. Haiyou Tongchuang
Haiyou Tongchuang now holds 15% equity of the target company, and its basic information is as follows:
Company name: Shenzhen Haiyou Tongchuang investment partnership (limited partnership)
Registered address: Room 201, building a, No. 1, Qianwan 1st Road, Qianhai Shenzhen Hong Kong cooperation zone, Shenzhen
Enterprise type: limited partnership
Executive partner Zhang Haishan
The total contribution is RMB 1.5 million
Unified letter of credit code 91440300ma5gwy171b
Business term: July 26, 2021 to no fixed term
Business scope general business items are: venture capital (limited to investment in unlisted enterprises); Information technology consulting services. (except for the items subject to approval according to law, the business activities shall be carried out independently according to law with the business license). The licensed business items are: none
Actual controller: Zhang Haishan
The property share structure of Haiyou Tongchuang is as follows:
Name of sequential partner capital contribution property share proportion partner type
No. (10000 yuan)
1 Zhang Haishan 53 35.33% general partner
2 weeks Bo 42 28% limited partners
3 Liu Jianxiong 30 20% limited partner
4 Yang Lifeng 25 16.67% limited partner
Total 150 100%-
3. Haiyou Zhichuang
Haiyou Zhichuang now holds 5% of the equity of the target company, and its basic information is as follows:
Company name: Shenzhen Haiyou Zhichuang investment partnership (limited partnership)
Registered address: Room 201, building a, No. 1, Qianwan 1st Road, Qianhai Shenzhen Hong Kong cooperation zone, Shenzhen (settled in Shenzhen Qianhai business secretary Co., Ltd.)
Enterprise type: limited partnership
Executive partner Zhang Haishan
The total capital contribution is 5 million yuan
Unified letter of credit code 91440300ma5edtrl2x
Business term: March 14, 2017 to March 13, 2037
Business scope general business items are: Venture Capital: venture capital consulting business; Information consultation (excluding restricted items); Economic information consultation (excluding restricted projects); Enterprise management consulting (excluding restricted projects); Business information consulting.
(except for the items prohibited by the above laws, administrative regulations and decisions of the State Council, the restricted items can be operated only after obtaining permission).
The property share structure of hiyou Zhichuang is as follows:
No. partner name capital contribution shareholding ratio partner type (10000 yuan)
Zhang Haishan 209.67 41.93% general partner
2 li Zhigang 68.385 13.68% limited partner
3 Chen Yu 27.885 5 5.58% limited partner
Total 305.94 61.19%-
Note: as of the date of this announcement, the limited partnership has a total of 24 partners. The above table only lists the partners holding more than 5% of the property share.
4. Wang Lirong, China nationality, male, ID number: 440***********8539, residence: Nanshan District, Shenzhen, * * * * * before the transaction, served as director and deputy general manager of the target company, holding 4.5% of the underlying company.
(II) relationship between the counterparty and the company
The above-mentioned counterparties have no relationship with the company and its top ten shareholders, directors, supervisors and senior managers in terms of property rights, business, assets, creditor's rights, debts and personnel, or any other relationship that may or has caused the listed company to tilt its interests.
(III) integrity
According to the inquiry of "China execution information disclosure network", as of the announcement date, the above counterparties are not dishonest Executees.
3、 Basic information of transaction object
(I) overview of the subject company
1. Company name: Shenzhen Yi Hytera Communications Corporation Limited(002583) Co., Ltd
2. Unified social credit Code: 91440300398417059a
3. Registered capital: RMB 10 million
4. Legal representative: Zhang Haishan
5. Company type: limited liability company
6. Address: unit 3510-188, Luohu business center, No. 2028, Shennan East Road, Chengdong community, Dongmen street, Luohu District, Shenzhen
7. Business term: June 20, 2014 to long term
8. Business scope: general business items: design, R & D and sales of semiconductor chips, electronic components and computer software and hardware; Investment in industry (specific projects will be reported separately); Investment consulting; Economic information consultation; China's trade (excluding monopoly, exclusive control and monopoly commodities); Import and export business (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments); Information technology consulting services; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
(II) equity structure of the subject company before and after the transaction
Before this transaction, the equity structure of the subject company is as follows:
Name of sequential shareholder contribution shareholding ratio No. (10000 yuan)
1 Shenzhen Hytera Communications Corporation Limited(002583) Technology Development Co., Ltd. 755 75.5%
2. Shenzhen Haiyou Tongchuang investment partnership (limited partnership) 150 15%
3 Shenzhen Haiyou Zhichuang investment partnership (limited partnership) 50 5%
4 Wang Lirong 45 4.5%
Total 1000 100%
After the completion of this transaction, the equity structure of the subject company is changed as follows:
Name of sequential shareholder contribution shareholding ratio No. (10000 yuan)
1 Shanghai Yachuang Electronics Group Co., Ltd. 660.00 55.00%
2 Shenzhen Hytera Communications Corporation Limited(002583) Technology Development Co., Ltd. 407.70 33.975%
3 Shenzhen Haiyou Tongchuang investment partnership (limited partnership) 81.00 6.75%
4 Shenzhen Haiyou Zhichuang investment partnership (limited partnership) 27.00
