Securities code: 002849 securities abbreviation: Zhejiang Viewshine Intelligent Meter Co.Ltd(002849) Announcement No.: 2022-002 Zhejiang Viewshine Intelligent Meter Co.Ltd(002849)
Announcement on the transfer of 100% equity of wholly-owned 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.
1、 Transaction overview
1. On January 13, 2022, Zhejiang Viewshine Intelligent Meter Co.Ltd(002849) (hereinafter referred to as “the company”) and Hangzhou fangwo Biotechnology Co., Ltd. (hereinafter referred to as “fangwo biotechnology”) signed the equity transfer agreement, The company intends to transfer 100% equity of Zhejiang Weixing Internet of things Technology Co., Ltd. (hereinafter referred to as “Weixing Internet of things”), a wholly-owned subsidiary, to fangwo biology at the price of 35.6 million yuan. After the completion of this transaction, the company will no longer hold the equity of Weixing Internet of things, and Weixing Internet of things will no longer be included in the scope of the company’s consolidated statements.
2. On January 13, 2022, the company held the third meeting of the Fifth Board of directors, deliberated and adopted the proposal on transferring 100% equity of wholly-owned subsidiaries. The independent directors of the company expressed their independent opinions on the equity transfer.
3. This transaction does not constitute a connected transaction, nor does it constitute a major asset restructuring as stipulated in the administrative measures for major asset restructuring of listed companies.
4. According to the Listing Rules of Shenzhen Stock Exchange and the articles of association, this transaction is within the approval authority of the board of directors and does not need to be submitted to the general meeting of shareholders for deliberation. The board of directors authorizes the management of the company to handle matters related to this equity transfer.
2、 Basic information of the counterparty
1. Company name: Hangzhou fangwo Biotechnology Co., Ltd
2. Enterprise type: limited liability company (sole proprietorship of natural person)
3. Unified social credit Code: 91330110ma2h3uyj6x
4. Legal representative: Ruan Fang
5. Registered capital: RMB 10 million
6. Registered address: Room 301, floor 3, building 1, No. 136, Zhiyi Road, Yuhang street, Yuhang District, Hangzhou, Zhejiang Province
7. Date of establishment: April 23, 2020
8. Business scope: general items: technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Production of class I medical devices; Sales of class I medical devices; Sales of class II medical devices; Medical research and experimental development; Natural science research and experimental development; Research and development of biochemical product technology; Manufacturing of special chemical products (excluding hazardous chemicals); Sales of experimental and analytical instruments (except for projects subject to approval according to law, carry out business activities independently according to law with business license). Licensed items: import and export of goods; Technology import and export; Production of class II medical devices; Production of class III medical devices; Category III medical device business (for items that must be approved according to law, business activities can be carried out only after being approved by relevant departments, and the specific business items shall be subject to the approval results).
9. Main shareholder: natural person Ruan Fang holds 100% of its equity.
10. Description of affiliated relationship or other interests: the counterparty has no affiliated relationship or relevant interest arrangement with the controlling shareholder, actual controller, top ten shareholders, directors, supervisors and senior managers of the company. 11. Main financial position
Unit: 10000 yuan
Project September 30, 2021 (Unaudited)
Total assets 6472.50
Total liabilities 6175.92
Net assets 296.58
Project January September 2021 (Unaudited)
Operating income 8653.30
Operating profit 150.12
Net profit 142.70
12. Upon inquiry, fangwo biology is not a dishonest person and has a good performance record.
3、 Basic information of the transaction object
1. Company name: Zhejiang Weixing Internet of things Technology Co., Ltd
2. Enterprise type: limited liability company (sole proprietorship of legal person invested or controlled by natural person)
3. Unified social credit Code: 91330185557946530w
4. Legal representative: Huang Huabing
5. Registered capital: RMB 10 million
6. Registered address: No. 178 Chuangye street, Qingshanhu street, Lin’an District, Hangzhou, Zhejiang
7. Date of establishment: August 3, 2010
8. Business scope: Sales: wireless sensors, intelligent electromechanical products; Research and development, technical services and achievement transfer of Internet of things technology, Internet of things software products, electronic and communication products; Import and export of goods.
9. Relationship with the company: it is a wholly-owned subsidiary of the company, and the company holds 100% equity of Weixing Internet of things.
10. Main financial indicators
Unit: 10000 yuan
Project September 30, 2021 December 31, 2020
(Unaudited) (audited)
Total assets 814.4 841.23
Total liabilities 5.19 6.17
Net assets 809.21 835.06
From January to September of 2021, 2020
(Unaudited) (audited)
Operating income 18.35 45.99
Operating profit -25.84 -20.46
Net profit -25.84 -20.46
Cash flow from operating activities 16.26 16.85
Net amount
11. The ownership of 100% equity of Weixing Internet of things held by the company is clear, there is no equity pledge and other rights restrictions, nor does it involve judicial measures such as major disputes, litigation, arbitration or seizure, and there are no other circumstances that hinder equity transfer.
12. As of the disclosure date of this announcement, the company has not provided guarantee and entrusted financial management for Weixing Internet of things. After the completion of this transaction, the company does not provide financial support for Weixing Internet of things in the form of operating capital transactions.
13. After inquiry, Weixing Internet of things does not belong to the dishonest executee.
4、 Main terms of equity transfer agreement
1. Agreement subject
(1) Party A (transferor): Zhejiang Viewshine Intelligent Meter Co.Ltd(002849)
(3) Target company: Zhejiang Weixing Internet of things Technology Co., Ltd
2. Subject matter of transfer
Party A transfers 100% of the equity of the target company to Party B, and the above transfer includes all the carried shareholders’ equity under the equity. After both parties complete the equity change procedures, Party B obtains 100% equity of the target company. 3. Price and payment method
(1) Through friendly negotiation, both parties agreed to determine the total transaction price of 35.6 million yuan.
(2) Specific payment method:
The first transaction price: Party B shall pay 15% of the total price of equity transfer to Party A within 3 days after the signing of this agreement.
The second transaction price: the equity change materials shall be prepared before January 30, 2022, and Party B shall pay 75% of the total equity transfer price to Party A on the day of submitting the equity change materials.
The third transaction price: Party B shall pay the remaining equity transfer amount to Party A on the date of equity change data handover.
4. Expense bearing
The equity transfer specified in this agreement involves third-party institutions, such as evaluation fees and audit related expenses, which shall be borne by both parties.
5. Representations and warranties
Party A guarantees that it is the legal shareholder of the target company, enjoys the legal right to dispose of the equity of the target company according to law, guarantees that there are no existing or potential rights restrictions on the equity, and has completed the obligation of capital contribution to the equity of the target company.
Party B guarantees that the source of funds used to pay the equity transfer price is legal and performs its obligations in accordance with the agreement.
6. Liability for breach of contract
(1) Party A’s breach of contract
If Party A delays in performing its obligations, it shall pay liquidated damages to Party B according to 0.03% of the total transaction price for each overdue day. If Party B fails to perform within 30 days, Party B has the right to unilaterally terminate this equity transfer agreement. Party A shall return the equity transfer payment paid by Party B within three days, and Party A shall pay liquidated damages corresponding to the penalty amount to Party B.
(2) Breach of contract by Party B
If Party B delays in performing its obligations, it shall pay liquidated damages to Party A according to 0.03% of the total transaction price for each overdue day. If Party A fails to perform the agreement more than 30 days later, Party A has the right to unilaterally terminate the equity transfer agreement, and Party B shall unconditionally restore the changed registration of the target company to the status before the signing of this agreement within three days, or change the registration to the name of the person designated by Party A as required by Party A. Party B shall pay Party A liquidated damages corresponding to the penalty amount.
7. Effective conditions
This agreement is established after being signed or sealed by all parties and takes effect when Party A completes the legal approval procedures for this equity transfer.
5、 Pricing policy and basis of transaction
The company employs an asset appraisal institution with the qualification to engage in Securities and futures to evaluate the target company, with December 31, 2021 as the benchmark date, According to the asset appraisal report on the appraisal project of the value of all shareholders’ equity of Zhejiang Weixing Internet of things Technology Co., Ltd. Zhejiang Viewshine Intelligent Meter Co.Ltd(002849) involved in the equity to be transferred (Kun yuan Ping Bao [2022] No. 2) issued by Kunyuan asset appraisal company, the appraisal value of all shareholders’ equity of Weixing Internet of things on the benchmark date is 33.5138 million yuan. Taking all factors into account, the transaction price is 35.6 million yuan after consensus by both parties. The independent directors of the company checked the evaluation involved in the transaction and expressed their independent opinions on agreeing to the transaction.
6、 Other arrangements involving transactions
This equity transfer does not involve personnel placement, debt restructuring, or other arrangements such as personnel changes of the management of the listed company. After the completion of this transaction, there is no situation that may lead to related party transactions or horizontal competition.
7、 Transaction purpose and impact on the company
The transfer of the equity of the target company is conducive to optimizing the asset structure and resource allocation, in line with the company’s long-term development strategy, and does not damage the interests of listed companies and shareholders.
This transaction will not affect the normal operation of the company’s production and operation activities, and will not have an adverse impact on the company’s current and future financial status and operation status. After the completion of this transaction, the company will no longer hold the equity of Weixing Internet of things, the scope of the company’s consolidated statements will be changed, and Weixing Internet of things will no longer be included in the scope of the company’s consolidated statements for accounting. According to the preliminary calculation of the company, the net income from the transfer of equity is expected to be about 21.25 million yuan. The company will conduct accounting treatment in accordance with the relevant provisions of the accounting standards for business enterprises, and the actual amount of impact shall be subject to the data confirmed by the audit institution.
8、 Opinions of independent directors
After review, the transfer of 100% equity of Zhejiang Weixing Internet of things Technology Co., Ltd., a wholly-owned subsidiary, is operable and in line with the provisions of national laws, regulations and other normative documents. The amount of equity transfer is based on the evaluation results issued by asset evaluation institutions with securities and futures related business qualifications, and the transaction price is fair and reasonable after negotiation between the trading parties on the principle of voluntariness and honesty. There is no damage to the interests of the company and shareholders, especially minority shareholders, or violation of laws, regulations, normative documents and the articles of association. Therefore, we agree to the company’s transfer of 100% equity of Zhejiang Weixing Internet of things Technology Co., Ltd., a wholly-owned subsidiary.
9、 Risk tips
There is still uncertainty in this transaction. The company will timely perform the obligation of information disclosure according to the progress of relevant matters. Please pay attention to the investment risk.
10、 Documents for future reference
1. Resolutions of the third meeting of the 5th board of directors;
2. Independent opinions of independent directors on matters related to the third meeting of the Fifth Board of directors;
3. Equity transfer agreement;
4. Kun yuan Ping Bao [2022] No. 2 asset appraisal report.
It is hereby announced.
