Securities code: 300552 securities abbreviation: Vanjee Technology Co.Ltd(300552) Announcement No.: 2022-009 Vanjee Technology Co.Ltd(300552)
Announcement on the proposed participation in the 6.4761% equity transfer project of Hunan Academy of Transportation Sciences Co., Ltd. by means of public delisting
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.
Vanjee Technology Co.Ltd(300552) (hereinafter referred to as " Vanjee Technology Co.Ltd(300552) ", "the company" or "the company") held the 17th meeting of the 4th board of directors on January 11, 2022, deliberated and adopted the proposal on planning to participate in the 6.4761% equity transfer of Hunan Academy of Communications Co., Ltd. by public delisting. The specific situation is hereby announced as follows:
1、 Transaction overview
1. Basic information of transaction
Hunan Academy of communications Sciences Co., Ltd. (hereinafter referred to as "Academy of communications Sciences" or "target enterprise") introduced strategic investors by means of property right transfer, introduced employee stock ownership by means of capital increase and share expansion, and implemented mixed ownership reform (hereinafter referred to as "mixed reform"). The company plans to participate in the 6.4761% equity transfer project of Hunan Academy of Communications Co., Ltd. (hereinafter referred to as "the project") through public delisting of Hunan United Property Exchange. Hunan Jiaotong Water Conservancy Construction Group Co., Ltd. (hereinafter referred to as "jiaoshui construction") is the controlling shareholder of Jiaotong Academy of Sciences and holds 100% equity of Jiaotong Academy of Sciences. The company plans to transfer 6.4761% equity of Jiaotong Academy of Sciences held by jiaoshui Construction Institute at a base price of 50.9993 million yuan. At present, the company has not signed the property right transaction contract.
2. Transaction review
The 17th meeting of the 4th board of directors of the company deliberated and adopted the proposal on the proposed participation in the 6.4761% equity transfer project of Hunan Academy of Transportation Sciences Co., Ltd. by means of public delisting. After deliberation, the board of directors agreed that the company would participate in the transfer of 6.4761% shares of Hunan Academy of Communications Co., Ltd. in the form of public delisting, and the base price was rounded.
Public delisting, signing of relevant agreements, equity change and other related matters.
This transaction is within the approval authority of the board of directors of the company and does not need to be submitted to the general meeting of shareholders for deliberation.
3. Other instructions
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
1. Basic information
Company name: Hunan Jiaotong Water Conservancy Construction Group Co., Ltd
Unified social credit Code: 914300000ma4l6xlw1u
Registered capital: RMB 100000000
Company type: limited liability company (state-owned holding)
Registered address: No. 158, Section 2, Furong North Road, Kaifu District, Changsha
Legal representative: Zhou Xiongfei
Date of establishment: October 19, 2016
Business term: October 19, 2016 to no fixed term
Business scope: investment in infrastructure such as transportation, water conservancy and Municipal Administration (not engaged in national financial supervision and financial credit business such as deposit absorption, fund-raising and collection, entrusted loan, Bill issuance and loan issuance); Engineering survey, design, mapping, testing, supervision and consultation; Research, development, popularization and application of transportation, water conservancy construction projects and environmental pollution control technology, as well as relevant technical services and technical consultation; General contracting of water conservancy, highway, railway, municipal administration, water conservancy and hydropower, housing construction, tunnel, bridge, mine, port and waterway, wharf, river and lake regulation works; Project agent; Water and electricity installation; Structural reinforcement and maintenance; estate management; Manufacturing of traffic engineering facilities, traffic safety facilities, electromechanical equipment and metal structure equipment; Enterprise management services. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Ownership structure:
No. shareholder name contribution amount (10000 yuan) shareholding ratio
State owned assets supervision and administration 81% Commission of Hunan Provincial People's Government
2 Hunan Xingxiang Investment Holding Group Co., Ltd. 100000 10%
3 Hunan state owned investment management Co., Ltd. 90000 9%
Total 1000000 100%
2. The company has no relationship with jiaoshui construction in terms of property rights, business, assets, creditor's rights and debts, personnel, etc., and there are no other relationships that may or have caused the company to tilt its interests.
3. According to the query of China execution information disclosure network, jiaoshui construction is not listed as a dishonest person. 3、 Basic information of the transaction object
1. Basic information
Company name: Hunan Academy of Transportation Sciences Co., Ltd
Unified social credit Code: 91430000444876396c
Registered capital: 320 million yuan
Company type: limited liability company (sole proprietorship of legal person invested or controlled by non natural person)
Registered address: No. 472, section 3, Furong Middle Road, Tianxin District, Changsha City, Hunan Province
Legal representative: Wang Wei
Date of establishment: March 23, 2001
Business term: from March 23, 2001 to no fixed term
Business scope: research, development, popularization and application, technical service and technical consultation of transportation construction engineering technology; R & D and promotion of new technologies, materials, processes and products in civil engineering; R & D, production and sales of transportation and environmental protection engineering products, transportation instruments and equipment, electromechanical products and related software; Computer system integration; Design, construction, installation and technical services of traffic safety facilities, traffic electromechanical engineering, environmental protection engineering and steel structure engineering; Engineering investigation; Engineering survey; Operation services of highway industry (highway and super large bridge) and environmental pollution control facilities; Maintenance construction of highway and facilities along the line; Bridge reinforcement, special professional engineering construction; Supervision of roads, water transportation, bridges (including special independent bridges), tunnels (including special independent tunnels), electromechanical, housing construction and municipal public works; File consulting, file sorting, file digitization and other related businesses; Project bidding agency; Test and inspection of highway and water transportation engineering; Import and export of goods or technologies (excluding those prohibited by the state or involving administrative examination and approval). (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Ownership structure:
No. shareholder name contribution amount (10000 yuan) shareholding ratio
1 Hunan Communications Water Conservancy Construction Group Co., Ltd. 32000 100%
Total 32000 100%
2. Financial data
Unit: 10000 yuan
Serial number project December 31, 2020 February 28, 2021 September 30, 2021 / 2020 / January February 2021 / January September 2021
1. Total assets 116700.60 181491.37 146884.91
2. Total liabilities 64193.26 118744.12 82815.45
3. Net assets 52507.34 62747.26 64069.46
4. Operating income 138114.55 4958.88 71187.33
5. Net profit 12373.39 -2166.65 16967.90
Note: (1) the above financial data have been audited in 2020. As of February 28, 2021, assets, liabilities and net assets have been specially audited, and have not been audited from January to September 2021.
(2) Any difference in the mantissa of some decimals in this announcement is caused by rounding.
3. Assessment
Taking February 28, 2021 as the appraisal base date, the total book value of the assets handed over to the academy is 1792.229 million yuan and the appraisal value is 787.5 million yuan.
4. Main business
Since its establishment, the Academy of Transportation Sciences has mainly engaged in transportation scientific research, test and detection. After years of accumulation, it has formed four traditional core businesses, including "survey and design, electromechanical traffic safety construction, test and detection and engineering supervision", and a plate-based development pattern of four emerging industries, namely "intelligent transportation, safety consulting, highway maintenance and environmental protection monitoring", Become a provincial transportation research institution with distinctive characteristics of "intelligent transportation". In recent years, adhering to the guidance of intelligent transportation, the Academy of Transportation Sciences is committed to providing whole process consulting services for transportation infrastructure construction, strengthening the empowerment of "digital" and "intelligence", creating a high-level digital innovation platform, and promoting the research, development and industrialization of transportation big data technology.
5. According to the inquiry of China execution information disclosure network, Academy of communications sciences is not listed as a dishonest executee. 4、 Other arrangements for the transaction
The Academy of communications sciences will carry out mixed reform. The specific forms of mixed reform are: it plans to introduce strategic investors by means of equity transfer and employee stock ownership by means of capital increase and share expansion. At present, jiaoshui construction holds 100% equity of the target enterprise. After the mixed reform, the total shareholding ratio of strategic investors shall not exceed 30% of the total share capital of the target enterprise after the mixed reform, and the employee shareholding ratio shall not exceed 22% of the total share capital of the target enterprise after the mixed reform.
While the project is publicly listed, jiaoshui construction group is publicly listed on the website of Hunan United equity exchange to transfer 19.2308% equity of the target enterprise.
5、 Purpose of transaction, impact on the company and existing risks
1. Transaction purpose and impact on the company
The strategic goal of Vanjee Technology Co.Ltd(300552) is to become the world's leading intelligent transportation ecological integrated service provider, take industrial ecological construction as the core, and provide all-round solutions covering products, systems and platforms. The academy has various qualifications in the field of transportation, leading scientific research and innovation strength, solid business development foundation and rich experience in large-scale projects. Vanjee Technology Co.Ltd(300552) it is proposed to jointly create an overall solution for intelligent transportation and accelerate the development of intelligent transportation industry by transferring the equity of Jiaotong Academy of Sciences and combining the advantages and resources of Jiaotong Academy of Sciences. Through close cooperation, the two sides grasp the future business opportunities of Expressway and Urban Smart transportation, especially in the field of new transportation infrastructure, so as to jointly improve the market competitiveness and industry status of both sides.
All the funds for this foreign investment come from the company's own funds, which will not have an adverse impact on the company's financial and operating conditions, affect the company's independence, damage the interests of the company and all shareholders, or violate relevant laws and regulations.
2. Existing risks
(1) Investment risk
In the future, if the business development of the Academy fails to achieve the expected objectives due to business management, market competition and business development less than expected, there may be a risk of investment loss to the company due to the fluctuation of its future performance.
(2) Market risk
The purpose of the company's investment in the Academy of Transportation Sciences is to grasp the future smart transportation business opportunities through collaboration. There is a risk that the synergy benefits will not meet the expectations due to market environment, policy changes, external competition and other factors in the future. Prevention and control measures against the above risks: after the completion of this investment, the company and the Academy of Transportation Sciences will strengthen business cooperation, give play to their respective business advantages, promote business expansion of both sides and accelerate the development of intelligent transportation.
Draw the attention of investors to investment risks.
6、 Documents for future reference
1. Resolution of Vanjee Technology Co.Ltd(300552) the 17th meeting of the 4th board of directors.
It is hereby announced.
Vanjee Technology Co.Ltd(300552) board of directors January 13, 2022
