Stock Code: 002735 stock abbreviation: Shenzhen Prince New Materials Co.Ltd(002735) Announcement No.: 2022-005 Shenzhen Prince New Materials Co.Ltd(002735)
Announcement on the acquisition of equity and capital increase of the company
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 the company's acquisition of equity and capital increase, as follows:
1、 Overview
The company plans to strategically invest 150 million yuan in Ningbo Xinrong Electric Appliance Technology Co., Ltd. (hereinafter referred to as "Xinrong electric appliance") through equity transfer and capital increase. Among them, the company plans to transfer 33.33% of the equity of Xinrong electric appliance held by Ningbo ningrong Investment Co., Ltd. (hereinafter referred to as "ningrong investment") with RMB 50 million, and other shareholders of Xinrong electric appliance Ningbo rongsan enterprise management partnership (limited partnership) (hereinafter referred to as "Ningbo rongsan") agree to waive the preemptive right. At the same time, the company plans to increase the capital of Xinrong electric appliance by RMB 100 million. Ningrong investment and Ningbo rongsan give up the right to increase the capital of Xinrong electric appliance in the same proportion. After the above equity transfer and capital increase, the company will hold 60% of the equity of Xinrong electric appliance. Meanwhile, the management is authorized to handle matters related to the acquisition and capital increase. According to relevant laws and regulations, normative documents, articles of association and other company systems, the acquisition and capital increase belong to the decision-making authority of the board of directors of the company and do not need to be submitted to the general meeting of shareholders for deliberation. The acquisition and capital increase do not constitute related party transactions or major asset restructuring.
2、 Introduction to counterparty
Company name: Ningbo ningrong Investment Co., Ltd
Unified social credit Code: 9133020171720588xj
Type: limited liability company (invested or controlled by natural person)
Address: workshop b2-1, hi tech park, West Zone, Ningbo Free Trade Zone, Zhejiang Province
Legal representative: Zhu Yiyuan
Registered capital: RMB 25.506018 million
Date of establishment: January 18, 2000
Business scope: road freight (ordinary freight) (within the validity period of the license). Industrial investment, public financing and other financial businesses); Rental of self owned houses; Wholesale, purchasing and selling of electronic materials and products; International trade, entrepot trade, export processing, bonded warehousing. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Ningrong investment has no actual controller, and ningrong investment has no relationship with the company and the top ten shareholders of the company, nor is it a dishonest executee.
3、 Basic information of investment object
(I) basic information of the target company
1. Overview of underlying assets
Company name: Ningbo Xinrong Electric Appliance Technology Co., Ltd
Unified social credit Code: 91330211747386909f
Enterprise type: limited liability company (sole proprietorship of legal person invested or controlled by natural person)
Address: No. 228, Tonghe East Road, camel street, Zhenhai District, Ningbo
Legal representative: Jia Dexing
Registered capital: 136.07 million yuan
Date of establishment: May 28, 2003
Operation period: May 28, 2003 to May 27, 2025
Business scope: manufacturing and technical services of capacitors, complete sets of devices and supporting components; Self operated and acting as an agent for the import and export of various goods and technologies, except for the goods and technologies restricted or prohibited by the state. Xinrong Electric has no relationship with the company and its controlling shareholders, nor is it a dishonest executee.
2. Main business
The predecessor of new capacitor is Ningbo Capacitor General Factory founded in 1969. It is one of the professional manufacturers of metallized capacitors in China. The enterprise has world-class production equipment. Its main products adopt international standards, and have passed ISO9000, ISO14001, iso45001, iatf16949, military confidentiality qualification certification and CQC, UL, cul, t Ü V, VDE and other product certification. It is widely used in military industry, new energy vehicles, photovoltaic wind power generation, power grid, rail transit, medical treatment, household appliances and other fields, It is a national high-tech enterprise.
Xinrong electric appliance has a provincial high-tech enterprise R & D center, Ningbo enterprise technology innovation team and Ningbo Science and technology innovation team. It has won the second prize of Ningbo scientific and technological progress and the first set of products in Zhejiang Province. He has undertaken the research and development of new products of the national torch plan and national key new products; It has established long-term business partnership with Gree, Haier, Midea, Ge, Hitachi, Daikin, sharp, Mitsubishi, CDE and other famous brands at home and abroad.
Xinrong electric appliance is a member of the power capacitor special committee of China Electrotechnical Society, the national power capacitor Standardization Committee, and a director of the capacitor branch of China Electronics Industry Association. It ranked 19th among the top 100 competitive enterprises in Ningbo in 2013 and was rated as the most influential brand in China's electrical industry in 2014. The company was rated as the regional leader in 2017, the "invisible champion" cultivation enterprise in Zhejiang Province in 2018, the "made in China 2025 single champion cultivation enterprise" in Ningbo and the "specialized and special new" small and medium-sized enterprise in Zhejiang Province in 2021. 3. Equity before and after the acquisition
Unit: 10000 yuan
Shareholders' equity transfer and capital increase before equity transfer and after capital increase
Shareholding ratio of subscribed capital contribution shareholding ratio of subscribed capital contribution
Shenzhen Prince New Materials Co.Ltd(002735) - - 13,607.00 60%
Ningrong investment 10205.25 75% 5669.58 25%
Ningbo rongsan 3401.75 25% 3401.75 15%
Total 13607.00 100% 22678.33 100%
The equity ownership of Xinrong electric appliance is clear, there is 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. There are no provisions restricting shareholders' rights other than laws and regulations in the articles of association or other documents. Xinrong electric appliance does not provide guarantee or financial assistance for others.
4. Main financial data of the latest year
Unit: Yuan
December 31, 2020 October 31, 2021
Total assets 253061042.92 255633787.02
Total liabilities 125191593.17 147464793.14
Net assets 127869449.75 108168993.88
Net cash flow from operating activities -1462932.48 15119427.97
Project 2020 January October 2021
Operating income 194931809.26 159810060.07
Operating profit 1412222.89 -14882165.52
Net profit 2577238.50 -12053130.40
The above data are unaudited.
5. Subsidiaries
Up to now, the subsidiaries included in the consolidation scope of new capacitor are as follows:
REGISTERED SHAREHOLDING name and capital proportion of business in the place of registration of the subsidiary
Sales, manufacturing and technical services of capacitors and their complete sets of devices and supporting devices;
Ningbo New Ningbo Haidao Road General freight; Self support and agency of import and export of goods and technology, but limited by the state
Except for the goods and technologies that are operated or prohibited from import and export in Zhongshan, Rongdian shuqu District, and other projects that are not prohibited or do not require business license according to laws, regulations of 1078 100% limited Gongxi Road, law 3408, decisions of the State Council, etc
The Department No. is included in the negative list of local industrial development. (projects subject to approval according to law shall be approved by
Business activities can be carried out only after approval by relevant departments)
Ningbo New Ningbo Bonded Road General freight (operated within the validity period of the license). Electronic component system
Gaoxin Park manufacturing and processing in Rong Electronics zone; Electrical appliances and parts processing; Batch 1000 of electronic products and electronic materials
Issued by building B2, limited public area; After sales maintenance service; Self operated and acting as an agent for the import and export of various goods and technologies, RMB 10000, 100% of the company's 1-2 plants and services (except for the goods and technologies limited or prohibited by the state).
2-2 office building
(II) pricing basis
After negotiation by all parties to the transaction, it is jointly determined that 100% of the equity of the subject company is on the benchmark date (2021)
The value as of October 31, 2014) is 150 million yuan.
4、 Main contents of foreign investment contract
Party A: Shenzhen Prince New Materials Co.Ltd(002735)
Party B: Ningbo rongsan enterprise management partnership (limited partnership)
Party C: Ningbo ningrong Investment Co., Ltd
Ding Fang1: Ningbo Xinrong Electric Appliance Technology Co., Ltd
Ding Fang 2: Ningbo Xinrong Electric Co., Ltd
Ding Fang 3: Ningbo Xinrong Electronics Co., Ltd
Party e (target company): Jia Dexing
(I) contents of this transaction
1. According to the consensus of all parties, the equity value of 100% equity of Xinrong electric appliance on the benchmark date is 15000
Million yuan, and the above value is taken as the basis for the pricing of this transaction, that is, in this transaction, Xinrong electric appliance will pay every 1
The transfer / capital increase price corresponding to the registered capital of RMB is RMB 1.10.
2. The parties agree that based on the pre investment valuation, the contents of this transaction include this equity transfer and this increase
Capital:
2.1 this equity transfer: the listed company invested in ningrong in cash to acquire Xinrong electric appliance held by it
The registered capital is 45.3567 million yuan and the equity transfer price is 50 million yuan. Ningbo rongsan agrees to abandon this transfer
Let the preemptive right involving equity.
2.2 this capital increase: at the same time as the equity transfer agreed in the agreement, the listed company increased the capital to Xinrong electric appliance, subscribed for Xinrong electric appliance with RMB 100 million, and increased the registered capital of RMB 90.7133 million. The RMB 9.2867 million exceeding the registered capital was included in the capital reserve of Xinrong electric appliance. The ESOP platform and ningrong investment agree to waive the right to subscribe for the newly increased registered capital of Xinrong electric appliance in the same proportion during this capital increase.
2.3 this equity transfer and this capital increase together constitute an integral part of this transaction. If any of them cannot be implemented without the required approval, neither of the above two transactions shall be implemented. The difference in the unit price of equity transfer / capital increase agreed above is caused by rounding. All parties agree that the equity transfer, the registered capital of Xinrong electric appliance involved in the capital increase, the equity transfer price and the capital increase price shall be subject to the figures agreed in the agreement.
3. After the equity transfer and capital increase, the equity structure of Xinrong electric appliance is changed as follows:
Contribution proportion of registered capital (10000 yuan) corresponding to shareholder name (%)
Shenzhen Prince New Materials Co.Ltd(002735) 13,607.00 60.00
Ningrong investment 5669.58 25.00
ESOP platform 3401.75 15.00
total
