Stock Code: 002735 stock abbreviation: Shenzhen Prince New Materials Co.Ltd(002735) Announcement No.: 2022-004 Shenzhen Prince New Materials Co.Ltd(002735)
Announcement on equity transfer and capital reduction 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.
Shenzhen Prince New Materials Co.Ltd(002735) (hereinafter referred to as "the company") convened the 30th meeting of the Fourth Board of directors on January 13, 2022, deliberated and adopted the proposal on equity transfer and capital reduction of subsidiaries, as follows:
1、 Transaction overview
Wuhan Zhongdian Huarui Technology Development Co., Ltd. (hereinafter referred to as "Zhongdian Huarui"), the holding subsidiary of the company, intends to sign the equity transfer and capital contribution agreement with Zhang Hongguo. According to the contents of this agreement, CLP Huarui plans to transfer its 35% equity (paid in capital contribution of 0 yuan) of Wuhan jianxuntong Intelligent Equipment Technology Co., Ltd. (hereinafter referred to as "Wuhan jianxuntong") to Zhang Hongguo at the price of 1 yuan, and Zhang Hongguo will undertake and fulfill the paid in capital contribution obligation of the remaining subscribed capital of 3.5 million yuan. After the completion of the above equity transfer, all shareholders of Wuhan shipsmart plan to change the registered capital from 10 million yuan to 1 million yuan, the subscribed capital of CLP Huarui from 6.5 million yuan to 650000 yuan, and the subscribed capital of Zhang Hongguo from 3.5 million yuan to 350000 yuan. Wuhan shipsmart is still a secondary holding subsidiary of the company. Meanwhile, the management is authorized to handle matters related to this investment.
According to relevant laws and regulations, normative documents, articles of association and other company systems, this investment 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 deliberation. This foreign investment does not constitute a related party transaction, nor does it constitute a major asset reorganization.
2、 Basic information of main participants
(I) basic information of Transferor
Company name: Wuhan Zhongdian Huarui Technology Development Co., Ltd
Unified social credit Code: 914201007447870k
Type: limited liability company (invested or controlled by natural person)
Address: No. 4, floor 3, block B-3, zone II (phase VII), National Geospatial Information Industry base, north of wudayan No. 2 Road and east of wudayan No. 4 road, Donghu New Technology Development Zone, Wuhan
Legal representative: Zhu Zhu
Registered capital: RMB 5 million
Date of establishment: January 28, 2003
Business term: January 28, 2003 to no fixed term
Business scope: general items: computer software, hardware and peripheral equipment manufacturing; Research and development of mechanical equipment; Research and development of electromechanical coupling system; Manufacturing of communication equipment; Sales of communication equipment; General equipment manufacturing (excluding special equipment manufacturing); Optoelectronic device manufacturing; Sales of optoelectronic devices; Optical instrument manufacturing; Sales of optical instruments; Instrument manufacturing; Instrument sales; Manufacturing of electronic components and electromechanical components; Sales of electronic components and electromechanical components and equipment; Manufacturing of special electronic equipment; Sales of special electronic equipment; Information system integration service; Industrial control computer and system manufacturing; Industrial control computer and system sales; Manufacturing of industrial automatic control system devices; Sales of industrial automatic control system devices; Manufacturing of mechanical and electrical equipment; Sales of electrical and mechanical equipment; Machining of mechanical parts and components; Sales of mechanical parts and components; Maintenance of electronic and mechanical equipment (excluding special equipment); Software development; Software sales; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; China Trade Agency (in addition to licensing business, it can independently operate projects not prohibited or restricted by laws and regulations)
Wuhan CLP Huarui Technology Development Co., Ltd. is a holding subsidiary of the company and is not a dishonest executee. (II) basic information of the transferee
Name: Zhang Hongguo
Certificate name: ID card
Certificate No.: 110229197901******
Address: Chaoyang District, Beijing
Zhang Hongguo has no relationship with the company and is not a dishonest executee.
3、 Information of the target company
(I) basic information of the target company
Company name: Wuhan jianxuntong Intelligent Equipment Technology Co., Ltd
Unified social credit Code: 91420100ma4krpuq1m
Type: limited liability company (sole proprietorship of legal person invested or controlled by natural person)
Registered capital: RMB 10 million
Address: room 01, floor 3, building B-3, zone II (phase VII), National Geospatial Information Industry base, No. 3, wudayuan Fourth Road, East Lake New Technology Development Zone, Wuhan
Legal representative: Jiang Shanwen
Date of establishment: March 20, 2017
Business term: March 20, 2017 to March 16, 2067
Business scope: design, development, production, wholesale and retail of computers and peripheral equipment; Computer software development, production, wholesale and retail and technical services; System integration; Wholesale and retail of electronic components. (for projects subject to examination and approval according to law, business activities can be carried out only after examination and approval by relevant departments)
Wuhan jianxuntong Intelligent Equipment Technology Co., Ltd. is a secondary holding subsidiary of the company and is not a dishonest executee.
（2） Main financial data of the latest year
Unit: RMB
Project December 31, 2020 (audited) October 31, 2021 (Unaudited)
Total assets 0
Total liabilities 0
Net assets 0
Project 2020 (audited) January October 2021 (Unaudited)
Operating income 0
Operating profit 0
Net profit 0
(III) equity ownership
Wuhan shipsmart has clear equity ownership, no pledge or other third-party rights, no major disputes, litigation or arbitration, no judicial measures such as seizure and freezing, and no other circumstances that hinder the transfer of ownership.
(IV) equity situation before and after this equity transfer and capital reduction
Unit: RMB 10000
Before the transfer of shareholders' equity, after the reduction of registered capital after the transfer of equity
Subscribed capital contribution shareholding ratio subscribed capital contribution shareholding ratio subscribed capital contribution shareholding ratio
CLP Huarui 1000 100% 650 65%
Zhang Hongguo -- 350 35%
Total 1000 100% 1000 100% 100%
The subscribed capital of CLP Huarui comes from its own funds.
4、 Main contents of equity transfer agreement
CLP Huarui plans to sign the equity transfer agreement with Zhang Hongguo. The main contents of the agreement are as follows:
Party A: Wuhan Zhongdian Huarui Technology Development Co., Ltd
Party B: Zhang Hongguo
(I) overview of the target company
Company name: Wuhan jianxuntong Intelligent Equipment Technology Co., Ltd
Unified social credit code 91420100ma4krpuq1m
Registered address: room 01, floor 3, building B-3, zone II (phase VII), National Geospatial Information Industry base, No. 3, wudayuan 4th Road, Donghu New Technology Development Zone, Wuhan
Date of establishment: March 20, 2017
Registered capital: RMB 10 million
Design, development, production, wholesale and retail of computers and peripheral equipment; Computer software development, business scope, production, wholesale and retail and technical services; System integration; Wholesale and retail of electronic components. (for projects subject to examination and approval according to law, business activities can be carried out only after examination and approval by relevant departments)
Business term: March 20, 2017 to March 16, 2067
(II) investment terms
1. Party A and Party B agree that Party A will convert its 35% equity of the target company into RMB 3.5 million
RMB (the actual contribution is RMB 0 million) shall be transferred to Party B at the price of RMB 1, and Party B shall bear the remaining subscription
The paid in capital contribution obligation of RMB 3.5 million.
2. The parties agree that after the above equity transfer, the registered capital of the target company will be reduced from RMB 10 million
Less than RMB 1 million, and all shareholders of the target company reduce their subscribed capital in the same proportion.
3. After the completion of industrial and commercial registration of capital reduction, a list of shareholders' names, amount of capital contribution, mode of capital contribution and time of capital contribution
The table is as follows (unit: 10000 yuan):
Subscription status
Name of shareholder: method of capital contribution subscribed by installments after capital reduction and actual payment period
Total subscribed amount (currency, kind, etc.)
Within 6 months after the completion of industrial and commercial registration for capital reduction of Wuhan CLP huaruike 25.50, within 2 years after the completion of industrial and commercial registration for capital reduction of 65.00 and 14.00, and within 10 years after the completion of industrial and commercial registration for capital reduction of 25.50
Zhang Hongguo 35.00 within 6 months after the completion of industrial and commercial registration of capital reduction in 17.50 currency within 10 years after the completion of industrial and commercial registration of capital reduction in 17.50 currency
4. The parties agree that each shareholder shall pay at the same time according to the same proportion of their subscribed capital contribution within the subscription period
In place. If the target company needs to operate, Party A may pay the first phase of subscribed capital in advance
Put it in place.
5. In the future, with the consent of the shareholders' meeting of the target company, the core team of the target company can participate in the target company and Party A
It can transfer its equity of no more than 14% of the target company to the employee stock ownership platform (approved by the target company)
(a limited partnership jointly established by the heart team)
6. If the target company needs to increase investment or increase capital and shares in the future, it shall be approved by the shareholders' meeting for more than three years
With the consent of shareholders with two-thirds of the voting rights, all shareholders of the target company shall increase their investment or capital injection in cash in the same proportion according to their respective shareholding ratio. If a shareholder does not agree to participate in the increase of investment or capital injection in cash, the shareholder voluntarily waives the preemptive right, and its equity proportion in the target company will be diluted.
(III) organizational structure of the target company
1. The company has a board of shareholders, executive directors, supervisors and general manager.
2. The company has one executive director, who is the legal representative of the company, and the executive director is appointed by Party A.
3. The company does not have a board of supervisors, but a supervisor, elected by the shareholders' meeting, with priority given to Party B.
4. The company has a general manager, who shall be appointed by the executive director.
5. The company's financial personnel shall be appointed by Party A, the financial system shall be uniformly managed by Party A, and the relevant server administrator authority, account and password and bank U-Key shall be managed by Party A.
(IV) responsibility bearing
1. Either party shall strictly abide by all provisions of this agreement. If it violates the statements, commitments, warranties and other obligations under this agreement, it will constitute a breach of contract, and the breaching party shall bear the liability for breach of contract in accordance with relevant laws and the provisions of this agreement.
2. If any party violates this Agreement and causes the observant party to bear any expenses, liabilities or losses, the breaching party shall compensate the observant party for the corresponding losses, and the amount of compensation shall be its subscribed capital contribution.
3. Each party to this Agreement shall timely and fully perform its capital contribution obligations in strict accordance with the capital contribution time and amount agreed in the investment terms of Article 2 of this agreement. If one party fails to perform its relevant capital contribution obligations, it shall issue written shares in the target company
