Securities code: Jade Bird Fire Co.Ltd(002960) securities abbreviation: Jade Bird Fire Co.Ltd(002960) Announcement No.: 2022064 Jade Bird Fire Co.Ltd(002960)
About the acquisition of the holding company Shanghai Qingniao Jieguang Fire Technology Co., Ltd
Announcement of minority interests
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.
In order to further enhance the company’s competitiveness in the fire alarm industry, actively promote the implementation of the company’s strategy of expanding scale and capacity, firmly grasp the important opportunity period of the rapid development of the emergency evacuation industry, and improve the company’s management and decision-making efficiency, The company plans to further acquire 4.3307% equity of its holding subsidiary – Shanghai Qingniao Jieguang Fire Technology Co., Ltd. (hereinafter referred to as “Qingniao Jieguang” or “target company”) with its own capital of 915813129 yuan. After this acquisition, Qingniao Jieguang will become a wholly-owned subsidiary of the company.
This investment is implemented by the company for the purpose of improving the management efficiency of subsidiaries in combination with the enterprise development strategy. It is a further allocation investment at the capacity end; Meanwhile, Anhui Jade Bird Fire Co.Ltd(002960) Technology Co., Ltd., a wholly-owned subsidiary of Qingniao Jieguang, is one of the implementation subjects of the company’s non-public offering of shares in 2022. After the company acquires the minority equity of Qingniao Jieguang, Qingniao Jieguang will become a wholly-owned subsidiary of the company, which is convenient for the smooth implementation of subsequent raised investment projects. In the future, Qingniao Jieguang will continue to be one of the company’s important production bases, further improve the company’s production capacity and manufacturing capacity, and escort the supply side of the company’s fire electronic products, especially emergency lighting and intelligent evacuation products.
1、 Transaction overview
In this transaction, the company plans to acquire the 4.3307% equity of Qingniao Jieguang held by Zhang Jun with a capital of 915813129 yuan. After the completion of this acquisition, the company will hold 100% equity of Qingniao Jieguang.
According to the stock listing rules of Shenzhen Stock Exchange, self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 7 – transactions and related party transactions and the articles of association, the acquisition of equity by the company does not constitute related party transactions. As 1.4685% of the shares held by Zhang Jun in Qingniao Jieguang were transferred from Mr. Cai Weimin, the chairman of the company, and the time interval between the transfer and this equity transfer is short, out of the principle of prudence, the company conducted deliberation and disclosure with strict reference to the provisions of related party transactions of listed companies.
The total amount of this transaction is 915813129 yuan. Neither the single transaction amount nor the cumulative transaction amount of the same subject matter within 12 consecutive months has reached 5% of the company’s latest audited net assets. According to the stock listing rules of Shenzhen Stock Exchange, the articles of association and the rules of procedure of the board of directors, 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 and approval. It does not constitute a major asset reorganization as stipulated in the measures for the administration of major asset reorganization of listed companies.
The company held the 6th meeting of the 4th board of directors and the 5th meeting of the 4th board of supervisors on May 18, 2022, deliberated and adopted the proposal on the acquisition of minority equity of the holding company Shanghai Qingniao Jieguang Fire Technology Co., Ltd., and agreed to the acquisition. Cai Weimin, chairman of the board, avoided voting. The independent directors have approved the transaction in advance and expressed independent opinions.
2、 Basic information of transaction object
1. Basic information of the target company
Company name: Shanghai Qingniao Jieguang Fire Technology Co., Ltd
Unified social credit Code: 91310115062591475q
Registered capital: 127 million yuan
Registered address: room 205, No. 5, Lane 149, Nicheng Road, Lingang xinpian District, China (Shanghai) pilot Free Trade Zone legal representative: Zhang Jun
Business scope: general items: fire technical services; Fire fighting equipment sales; Sales of electronic products; Lighting appliance sales; Sales of semiconductor lighting devices; Wholesale of electronic components; Retail of electronic components; Sales of advanced power electronic devices; Internet sales (except sales of goods requiring license); Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Import and export of goods; Technology import and export. (except for projects subject to approval according to law, business activities shall be carried out independently according to law with business license) licensed projects: construction projects. (for projects that must be approved according to law, business activities can be carried out only with the approval of relevant departments. The specific business projects shall be subject to the approval documents or licenses of relevant departments)
Upon inquiry, Shanghai Qingniao Jieguang Fire Technology Co., Ltd., the subject of this transaction, is not a dishonest executee. 2. Shareholding ratio of shareholders before and after this equity transfer:
Prior to and after this equity transfer
No. shareholding proportion contribution (10000 yuan) shareholding proportion contribution (10000 yuan)
1 Jade Bird Fire Co.Ltd(002960) shares: 956693% 12150100% 12700
Limited company
Chapter 2 Jun 4.3307% 550 0—
3. Financial data
The main financial data of Qingguang and the most recent year are as follows:
Unit: Yuan
Project year 2021 January March 2022
Operating income 76702953891899714424
Net profit -4437107116 -213064534
December 31, 2021 March 31, 2022
Total assets 1887135945519816935145
Total liabilities 59603641007119529592
Net assets attributable to parent company 1291099535512697405553
Note: the financial data of 2021 were audited by zhongxinghua Certified Public Accountants (special general partnership), and the data from January to March 2022 were not audited.
3、 Basic information of the counterparty (natural person)
Name of counterparty: Zhang Jun
Counterparty gender: Male
Nationality of counterparty: China
Zhang Jun is the current legal representative, director and general manager of Qingniao Jieguang, and holds 4.3307% equity of Qingniao Jieguang before this transaction. Upon inquiry, Fang Zhangjun, the counterparty of this transaction, is not the person subject to execution for breach of faith.
4、 Transaction price and pricing basis
According to the consulting report on the value of all shareholders’ equity of Shanghai Qingniao Jieguang Fire Technology Co., Ltd. involved in Jade Bird Fire Co.Ltd(002960) proposed understanding of enterprise value (Zhuoxin Dahua appraisal Zi (2022) No. 8207) issued by Beijing Zhuoxin Dahua Assets Appraisal Co., Ltd., as of the benchmark date of consultation, the consulting value of all shareholders’ equity of Shanghai Qingniao Jieguang Fire Technology Co., Ltd. was RMB 21147000.
Through consultation, both parties confirm that the total amount of the price involved in the acquisition of 4.3307% equity of Qingniao Jieguang is 915813129 yuan.
5、 Main terms of the equity transfer agreement
Party A: Jade Bird Fire Co.Ltd(002960)
Party B: Zhang Jun
Whereas:
(1) Shanghai Qingniao Jieguang Fire Protection Technology Co., Ltd. (hereinafter referred to as “Qingniao Jieguang” or “company” or “target company”) is a limited liability company registered with the market supervision and Administration Bureau of Lingang New Area in the pilot Free Trade Zone in accordance with Chinese law. As of the date of signing this agreement, Party B holds 4.3307% of the equity of the company (the corresponding capital contribution is 5.5 million yuan, which has been fully paid in);
(2) Party B intends to transfer its 4.3307% equity of the company to Party A in accordance with the agreement.
1. According to the terms and conditions of this agreement, Party A agrees to acquire the target equity and all interests derived from the target equity on the completion date of delivery, and Party B agrees to sell the above target equity and interests to Party A on the completion date of delivery.
2. The transfer price of the target equity shall be paid in two phases, with 50% of the transfer price paid during the effective stage of the agreement and industrial and commercial delivery. Within 15 days from the date when the industrial and commercial change of equity transfer is completed and the tax declaration is completed, Party A shall pay the second phase of transfer price to Party B. the actual amount paid by Party A is the balance after withholding and paying relevant taxes.
3. Each party shall urge and cooperate with the company to complete the industrial and commercial change registration and other procedures of this transfer after the effectiveness of this agreement.
4. Before the completion of equity delivery, the profits and losses of the target company shall be enjoyed or borne by Party B; After the completion of equity delivery, the profits and losses of the target company shall be enjoyed or borne by Party A.
5. If Party A fails to pay the transfer price in full on schedule, it shall pay liquidated damages for overdue performance to Party B; If the delivery is overdue due to Party B, Party B shall be liable for breach of contract to Party A.
6. In case of delay and termination of this equity transfer and delivery due to the reasons of the stock exchange and other regulatory authorities, it shall not be deemed that Party A violates the provisions of this agreement, and Party A shall not bear relevant responsibilities.
7. This Agreement shall be established and come into force from the date of signature and seal of each party (if the signatory is an enterprise, the legal representative or authorized representative shall sign and affix the official seal of the enterprise; if the signatory is a natural person, I shall sign).
8. All taxes involved in this transfer shall be borne by each party according to law.
9. If the individual income tax generated by Party B’s equity transfer needs to be withheld and paid by Party A according to the law, Party B shall provide the relevant supporting materials required by the tax authorities within 5 working days. If Party A fails to complete the tax declaration within the specified time limit due to Party B’s incomplete supporting materials or failure to provide the supporting materials on time, all losses incurred shall be borne by Party B (including but not limited to late fees, etc.). In case of any loss to Party A, Party B shall compensate, and Party A has the right to deduct the individual income tax payable by Party B from the remaining equity transfer payment payable to Party B.
6、 Purpose of this transaction and its impact on the company
(I) purpose of this acquisition
1. This investment is conducive to the implementation of the company’s development strategy
Up to now, the company has built a “3 + 2 + 2” track layout. In 2021, the company achieved a total revenue of 3.863 billion yuan, a year-on-year increase of 53.03%, especially the revenue of intelligent evacuation products reached 660 million, a year-on-year explosive increase of 266.67%.
In order to comply with the dynamic changes of the market environment, seize the industry opportunities and fully implement the company’s development strategy. In 2021, the company acquired the controlling equity of qingniaojie light and made an important layout in terms of capacity expansion. After this acquisition, Qingniao Jieguang will become a wholly-owned subsidiary of the company, which will help improve the management efficiency of the subsidiary and continue to escort the supply side of the company’s fire electronic products.
2. This investment is conducive to the smooth implementation of subsequent raised investment projects
Anhui Jade Bird Fire Co.Ltd(002960) Technology Co., Ltd., a wholly-owned subsidiary of Qingniao Jieguang, is one of the implementation subjects of the company’s non-public offering of raised capital investment projects in 2022. After the company acquires the minority equity of Qingniao Jieguang, Qingniao Jieguang will become a wholly-owned subsidiary of the company, which will be conducive to the smooth implementation of raised investment projects in the future.
(II) impact on the company
This investment is an important measure for the company to further improve the “3 + 2 + 2” business framework and achieve its strategic objectives. After the acquisition, Qingniao Jieguang will continue to be one of the important production bases of the company, improve the manufacturing capacity of the company’s fire electronic products, especially emergency evacuation products, promote the implementation of the company’s “scale expansion” strategy, and facilitate the smooth implementation of the company’s non-public offering fund-raising investment projects.
All the foreign investment funds come from the company’s own funds, which will not have a significant impact on the company’s future financial status and operating results, and there is no situation that damages the interests of the company and shareholders. After the completion of this transaction, Qingniao Jieguang will change from a holding subsidiary of the company to a wholly-owned subsidiary of the company.
8、 Opinions of independent directors
1. Prior approval opinions of independent directors
We believe that Jade Bird Fire Co.Ltd(002960) acquisition of 4.3307% equity of Qingniao Jieguang is conducive to the implementation of the company’s development strategy and the implementation of investment projects funded by non-public offering of shares. The transaction pricing policy and basis are fair, and there is no behavior damaging the interests of the company and shareholders, especially minority shareholders. We agree to submit the acquisition of minority equity of Shanghai Qingniao Jieguang Fire Technology Co., Ltd. to the sixth meeting of the Fourth Board of directors for deliberation.
2. Independent opinions of independent directors
Jade Bird Fire Co.Ltd(002960) plans to acquire 4.3307% equity of Qingniao Jieguang with 915813129 yuan, and the pricing is fair and reasonable. When the board of directors of the company deliberated on this proposal, Mr. Cai Weimin, chairman of the board of directors, avoided voting. The deliberation procedure of this transaction is legal and effective and in line with the relevant provisions of the articles of association. All independent directors unanimously agreed on the acquisition of minority equity of Shanghai Qingniao Jieguang Fire Technology Co., Ltd.
9、 Opinions of the board of supervisors
On May 18, 2022, the fifth meeting of the Fourth Board of supervisors held by the company deliberated and adopted the proposal on the acquisition of minority equity of the holding company Shanghai Qingniao Jieguang Fire Technology Co., Ltd. The board of supervisors believes that the company’s acquisition of 4.3307% equity of Qingniao Jieguang is in line with the company’s development strategy and is convenient for the implementation of the company’s non-public offering of shares to raise funds for investment projects. The transaction price is fair, and the performance procedures comply with relevant laws and regulations and the articles of association
