Securities code: Shenzhen Txd Technology Co.Ltd(002845) securities abbreviation: Shenzhen Txd Technology Co.Ltd(002845) Announcement No.: 2022034 Shenzhen Txd Technology Co.Ltd(002845)
Announcement on the acquisition of minority shareholders’ equity and related party transactions of holding 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. This acquisition constitutes a connected transaction and does not constitute a major asset reorganization specified in the administrative measures for major asset reorganization of listed companies.
2. This transaction has been deliberated and approved at the 19th extraordinary meeting of the third board of directors of Shenzhen Txd Technology Co.Ltd(002845) (hereinafter referred to as “the company” or ” Shenzhen Txd Technology Co.Ltd(002845) “), and the related directors have avoided voting. This transaction needs to be submitted to the general meeting of shareholders for deliberation.
1、 Transaction overview
1. Basic information of this transaction
On April 26, 2022, the company held the 19th interim meeting of the third board of directors and the 18th interim meeting of the third board of supervisors, and deliberated and adopted the proposal on the acquisition of minority shareholders’ equity and related party transactions of holding subsidiaries respectively. The company intends to sign the equity transfer agreement between Shenzhen Txd Technology Co.Ltd(002845) and Zhong Xiaoping and Liang Fuhua on Nanchang Shenzhen Txd Technology Co.Ltd(002845) precision optoelectronics Co., Ltd. (hereinafter referred to as the “equity transfer agreement”) with Mr. Zhong Xiaoping and Mr. Liang Fuhua, It is proposed to purchase the equity of Nanchang Shenzhen Txd Technology Co.Ltd(002845) precision optoelectronics Co., Ltd. (hereinafter referred to as “target company” or “Nanchang precision”) held by Mr. Zhong Xiaoping and Mr. Liang Fuhua in cash. According to the value of all shareholders’ equity of Nanchang precision appraised by the asset based method on the benchmark date of December 31, 2021, which is 7848148 million yuan, the transaction price of the subject asset is determined to be 3050567 million yuan in total. Among them, the acquisition of 238699% of the equity of the target company held by Mr. Zhong Xiaoping paid 187334500 yuan for the transfer, and the acquisition of 15% of the equity of the target company held by Mr. Liang Fuhua paid 1177222 million yuan for the transfer.
After the completion of this transaction, the proportion of equity held by the company in Nanchang precision increased from 61.13% to 100%, and Nanchang precision was changed from a holding subsidiary of the company to a wholly-owned subsidiary of the company.
2. This transaction constitutes a connected transaction
Mr. Zhong Xiaoping is one of the actual controllers and vice chairman of Shenzhen Txd Technology Co.Ltd(002845) and Mr. Liang Fuhua is the deputy general manager and director of Shenzhen Txd Technology Co.Ltd(002845) and the general manager of Nanchang precision. According to the relevant provisions of the Listing Rules of Shenzhen Stock Exchange, the transaction constitutes a connected transaction.
3. Approval procedures for this transaction
The related party transaction has been deliberated and approved at the 19th interim meeting of the third board of directors and the 18th interim meeting of the third board of supervisors. The related directors, Mr. Zhong Xiaoping and Mr. Liang Fuhua, have avoided voting. The independent directors of the company have approved the related party transaction in advance and expressed their independent opinions on agreeing to the related party transaction. According to the provisions of the stock listing rules of Shenzhen Stock Exchange, This transaction constitutes a major connected transaction, which needs to be approved by the general meeting of shareholders, and the connected persons who have an interest in the connected transaction will avoid voting.
This related party transaction does not constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies, nor does it need to be approved by relevant departments.
2、 Basic information of the counterparty
1. Introduction to related parties
Associated natural person: Zhong Xiaoping, born in November, 1963, Han nationality, without overseas residency, ID card No.: 36213219631121, address: Gongjiang Town, Yudu County, Ganzhou City, Jiangxi Province.
Related natural person: liangfuhua, born in march1974, Han nationality, without overseas residency, ID card No.: 3 Spring Airlines Co.Ltd(601021) 9740320, address: Longgang District, Shenzhen City, Guangdong Province.
2. Description of the relationship between related parties and the company
Mr. Zhong Xiaoping is one of the actual controllers of Shenzhen Txd Technology Co.Ltd(002845) and the current Vice Chairman of the company. He holds 18.57% of the shares of the company and is the second largest shareholder of the company; Mr. Liang Fuhua is currently the deputy general manager and director of the company and the general manager of Nanchang precision optoelectronics, and Shenzhen Txd Technology Co.Ltd(002845) is the controlling shareholder of Nanchang precision. According to the articles of association and other relevant provisions, the company plans to acquire the equity of Nanchang precision held by Mr. Zhong Xiaoping and Mr. Liang Fuhua, which constitutes a connected transaction.
In addition to the above related relationships, Mr. Zhong Xiaoping and Mr. Liang Fuhua have no relationship with the top ten shareholders of the company in terms of property rights, business, assets, creditor’s rights and debts, personnel, or other relationships that may or have caused the company to favor their interests.
3. Whether the related party is a dishonest executee
Neither Mr. Zhong Xiaoping nor Mr. Liang Fuhua is the person subject to execution for breach of faith.
3、 Basic information of related party transactions
1. Overview of underlying assets
The subject matter of this transaction is the 238699% equity of Nanchang precision held by Zhong Xiaoping and 15% equity held by Liang Fuhua. The basic information of Nanchang precision is as follows:
Name: Nanchang Shenzhen Txd Technology Co.Ltd(002845) precision photoelectric Co., Ltd
Date of establishment: September 8, 2017
The registered capital is 490756300 yuan
Legal representative: Liang Fuhua
Registered address: No. 299, Xiuxian Road, Nanchang Economic and Technological Development Zone, 4 plant, Nanchang City, Jiangxi Province
Manufacturing, sales and technical services of optical components; Mechanical equipment leasing; Business scope of precision mold manufacturing; Wholesale and retail of electronic products and testing equipment; Self support and agency of import and export business of various commodities and technologies. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments).
2. Description of ownership status
As of the date of this announcement, the company holds 61.13% equity of Nanchang precision, Mr. Zhong Xiaoping holds 238699% equity of Nanchang precision, and Mr. Liang Fuhua holds 15% equity of Nanchang precision. There is no mortgage, pledge or other third-party rights of the underlying assets, no major disputes, litigation or arbitration matters, and no judicial measures such as seizure and freezing. Nanchang precision is not a dishonest person.
3. Main financial data of the subject matter of the transaction in the latest year
According to the “dahuashen Zi [2022] No. 0010586” standard unqualified audit report issued by Dahua accounting firm qualified to engage in Securities and futures business, the main financial data of Nanchang precision in 2021 are as follows:
Unit: 10000 yuan
Project Name: end of 2021 / degree
Total assets 19833607
Total liabilities 12683722
Net assets 7149885
Operating income 22669742
Total profit 1016384
Net profit 931816
After the completion of this transaction, Nanchang precision will become a wholly-owned subsidiary of the company and will still be included in the scope of the company’s consolidated statements.
As of the disclosure date of this announcement, Nanchang precision has no occupation of non operating funds or illegal guarantee by the controlling shareholders, actual controllers and their subsidiaries. The company does not provide illegal guarantee for Nanchang precision, entrust Nanchang precision financial management or occupy the company’s funds. Nanchang precision articles of association or other documents do not contain other provisions restricting shareholders’ rights other than laws and regulations.
4. Basic information on asset evaluation, capital increase, capital reduction or restructuring in the last 12 months
Nanchang precision has not increased, reduced or restructured its capital in the last 12 months.
5. Shareholding of Nanchang precision shareholders before and after this transaction:
The shareholding of Nanchang precision shareholders before and after the transaction is shown in the table below:
Before and after change
Name of shareholder
Shareholding ratio of subscribed registered capital shareholding ratio of subscribed registered capital
Shenzhen Txd Technology Co.Ltd(002845) 30,000 61.13% 49,075.63 100%
Zhong Xiaoping 1171429 23.87% 0
Liang Fuhua 736134 15.00% 0
Total 4907563 100%
4、 Evaluation of transaction object
The company hired Beijing Guorong Xinghua Assets Appraisal Co., Ltd., which is qualified to engage in Securities and futures, to evaluate the value of all shareholders’ equity of the target company as of December 31, 2021. Beijing Guorong Xinghua Assets Appraisal Co., Ltd. issued the asset appraisal report on the value of all shareholders’ equity of Nanchang Shenzhen Txd Technology Co.Ltd(002845) precision optoelectronics Co., Ltd. involved in Shenzhen Txd Technology Co.Ltd(002845) proposed equity acquisition (Guorong Xinghua appraisal report (Shen) Zi [2022] No. 0008).
Appraisal object: the value of all shareholders’ equity of Nanchang Shenzhen Txd Technology Co.Ltd(002845) precision optoelectronics Co., Ltd.
Appraisal scope: all assets and liabilities of Nanchang Shenzhen Txd Technology Co.Ltd(002845) precision optoelectronics Co., Ltd. On the base date of appraisal, the assets within the scope of appraisal include current assets, fixed assets, construction in progress, intangible assets, long-term deferred expenses, deferred income tax assets and other non current assets, with a total book value of 1983360700 yuan; Liabilities include current liabilities and non current liabilities, and the book value of total liabilities is 1268372200 yuan; The book value of net assets is 7149885 million yuan, and the specific scope is subject to the detailed list declared by the appraised unit.
Benchmark date: December 31, 2021.
Value type: market value.
Appraisal methods: income method and asset-based method.
The appraisal results of equity value are as follows:
1. Asset based appraisal results
The audited book value of total assets of Nanchang Shenzhen Txd Technology Co.Ltd(002845) precision optoelectronics Co., Ltd. is 1983360700 yuan, the book value of total liabilities is 1268372200 yuan, and the book value of owner’s equity is 714988500 yuan. According to the asset-based method, the total asset appraisal value of Nanchang Shenzhen Txd Technology Co.Ltd(002845) precision optoelectronics Co., Ltd. is 205318700 yuan, with a value-added of 698264 million yuan and a value-added rate of 3.52%; The assessed value of total liabilities is 1268372200 yuan, with no change in increase or decrease in value; The assessed value of net assets is 7848148 million yuan, with an appreciation of 698264 million yuan and a appreciation rate of 9.77%.
The specific appraisal results of asset-based method are shown in the following summary of appraisal results:
Summary of asset based appraisal results
Benchmark date: December 31, 2021
Monetary unit: RMB 10000
Increase / decrease rate of project book value evaluation value%
A B C=B-A D=C/A × 100%
1 current assets 1432776814384751 569.83 0.40
2. Non current assets 55058396147119641280 11.65
2.1 fixed assets 41350954401261266166 6.44
2.2 construction in progress 229258 —
2.3 intangible assets 336.66411319377653112176
2.4 long term deferred expenses 942675 —
2.5 deferred income tax assets 52.52 27.13 -25.39 -48.34
2.6 other non current assets 159893 1,59
