Securities code: 003031 securities abbreviation: Hebei Sinopack Electronic Technology Co.Ltd(003031) Announcement No.: 2022-003 Hebei Sinopack Electronic Technology Co.Ltd(003031)
Suspension announcement of planning to issue shares to purchase assets
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
1、 Reasons for suspension and work arrangement
Hebei Sinopack Electronic Technology Co.Ltd(003031) (hereinafter referred to as “the company”) plans to purchase the operating assets and liabilities related to the gallium nitride communication base station RF chip business of the 13th Research Institute of China Electronics Technology Corporation (hereinafter referred to as “the gallium nitride communication base station RF chip business”) by issuing a shares, And some or all of the equity of Hebei Bowei integrated circuit Co., Ltd. (hereinafter referred to as “Bowei company”) and Beijing Guolian Wanzhong Semiconductor Technology Co., Ltd. (hereinafter referred to as “Guolian Wanzhong”) held by shareholders such as CETC No. 13 Institute (hereinafter referred to as “this transaction”). Due to the large number of shareholders of Bowei company and Guolian Wanzhong, the scope of counterparties of this transaction has not been finalized, and the relevant scheme has not been finalized.
This transaction constitutes a connected transaction, which is expected to constitute a major asset reorganization specified in the administrative measures for major asset reorganization of listed companies. This transaction will not lead to the change of the actual controller of the company.
In view of the uncertainty of this matter, in order to safeguard the interests of the majority of investors, ensure fair information disclosure and avoid abnormal fluctuations in the company’s share price, according to relevant regulations, the company applied to Shenzhen Stock Exchange, and the trading of the company’s shares will be suspended from the opening of the market on January 17, 2022 (Monday), and the suspension is expected to be no more than 10 trading days. During the suspension period, the company will actively promote various work according to relevant regulations and timely fulfill the obligation of information disclosure. The company will disclose the reorganization plan reviewed and approved by the board of directors in accordance with the requirements of the measures for the administration of major asset reorganization of listed companies, the standards for the content and format of information disclosure by companies offering securities to the public No. 26 – major asset reorganization of listed companies (revised in 2022), and the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 8 – major asset reorganization, And apply for resumption.
2、 Basic information of this planning event
(I) basic information of subject assets
1. Basic information of RF chip service of gallium nitride communication base station.
Before this transaction, the ownership of RF chip business of gallium nitride communication base station was CETC 13, and the actual controller was China Electronics Technology Group Co., Ltd. (hereinafter referred to as “CETC”).
2. Basic information of Bowei company.
Company name: Hebei Bowei integrated circuit Co., Ltd
Registered address: Changsheng street, Luquan Development Zone, Shijiazhuang, Hebei
Main office location: Changsheng street, Luquan Development Zone, Shijiazhuang City, Hebei Province
Legal representative: Yao Zhihong
Enterprise type other limited liability companies
Registered capital: 10 million yuan
Unified social credit code 911301857468571744
Date of establishment: March 31, 2003
Business scope: research and development of RF integrated circuits, electronic components, components, parts, complete machines, materials and equipment, technical consulting services, development of computer software and hardware, import and export business, house leasing.
Before this transaction, CETC XIII held 84.16% of the shares of Bowei company, which was the controlling shareholder of Bowei company, and the actual controller was CETC.
3. Basic information of the League of nations.
Company name: Beijing Guolian Wanzhong Semiconductor Technology Co., Ltd
Registered address: North wenhuaying village, Gaoliying Town, Shunyi District, Beijing (No. 1, Linkong 2nd Road)
Main office location: North wenhuaying village, Gaoliying Town, Shunyi District, Beijing (No. 1, Linkong 2nd Road)
Legal representative: Cui Yuxing
Enterprise type other limited liability companies
The registered capital is 129.788345 million yuan
Unified social credit code 91110113335510088b
Date of establishment: March 31, 2015
Technology development, technology promotion, technology transfer, technical services and technology testing (excluding certification and approval); Product design; Manufacturing and sales of integrated circuits, semiconductor discrete devices, optoelectronic devices, communication system equipment, communication terminal equipment and power electronic components; Computer system integration; Import and export of goods, import and export of Technology (the above two items do not include the items required to be approved by laws and regulations), business scope, agent import and export; business management; Investment management and investment consultation; Designing, producing, acting and publishing advertisements; Corporate image planning; Undertake exhibition activities. (market entities shall independently choose business items and carry out business activities according to law; projects that must be approved according to law shall carry out business activities according to the approved contents after being approved by relevant departments; they shall not engage in business activities of projects prohibited and restricted by national and municipal industrial policies.)
Prior to this transaction, CETC 13 held 44.83% of the shares of Guolian Wanzhong, which was the controlling shareholder of Guolian Wanzhong, and the actual controller was CETC.
(II) basic information of the counterparty
The scope of counterparties has not been finalized. The preliminarily determined counterparties are CETC 13, and both CETC 13 and the actual controller of the company are CETC. The basic information of CETC No. 13 Institute is as follows:
Enterprise name: the 13th Research Institute of China Electronics Technology Corporation
Established in 1956
The start-up fund is 186.42 million yuan
Legal representative: Bu Aimin
Address: No. 113, Hezuo Road, Shijiazhuang, Hebei
Company type and public institution
Organizer: China Electronics Technology Group Co., Ltd
Carry out semiconductor research and promote the development of Electronic Science and technology. Silicon and GaAs microwave millimeter wave semiconductor device research, GaAs integrated circuit research, optoelectronic device and optoelectronic integration research, quantum business scope device research, MEMS device research, microwave integrated components and small machine research and development, semiconductor packaging research, Research and development of semiconductor materials and semiconductor process equipment, related product development and consulting services
Unified social credit code 12100000401706565j
(III) transaction mode
The transaction mode of this transaction is expected to be the issuance of shares to purchase assets, which may involve the raising of supporting funds.
There is still uncertainty in this transaction. The specific transaction mode and transaction scheme shall be subject to the information disclosed in the subsequent announced reorganization plan or reorganization report.
(IV) intention documents of this reorganization
On January 14, 2022, the company signed the equity acquisition intention agreement with CETC 13th Research Institute. The specific transaction agreement shall be subject to the agreement officially signed by all parties.
3、 Arrangement during suspension
Since the date of suspension, the company will actively carry out various work in accordance with relevant regulations, perform necessary approval and review procedures, and submit and disclose documents meeting the requirements of relevant regulations to the exchange within the promised period.
4、 Risk tips
Since this transaction is in the planning stage, both parties to the transaction have not signed a formal transaction agreement, and this transaction needs to be submitted to the board of directors and the general meeting of shareholders of the company for deliberation, and can be formally implemented only after being approved by the competent regulatory authority. There is still uncertainty about whether it can be implemented. Please invest rationally and pay attention to investment risks.
5、 Documents for future reference
(I) suspension application signed by the chairman and stamped with the company’s official seal
(II) equity acquisition intention agreement
(III) explanatory document of the counterparty on the absence of Article 13 of the guidelines for the supervision of listed companies No. 7 – supervision of abnormal stock transactions related to major asset restructuring of listed companies
(IV) other documents required by Shenzhen Stock Exchange
It is hereby announced
Hebei Sinopack Electronic Technology Co.Ltd(003031) board of directors January 14, 2022
