Securities code: Wuhan Jingce Electronic Group Co.Ltd(300567) securities abbreviation: Wuhan Jingce Electronic Group Co.Ltd(300567) Announcement No.: 2022112 Wuhan Jingce Electronic Group Co.Ltd(300567)
About the plan to participate in Wuhan Huagong Venture Capital Co., Ltd. in the form of public delisting
Announcement of some equity transfer projects
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.
Wuhan Jingce Electronic Group Co.Ltd(300567) (hereinafter referred to as "the company" or " Wuhan Jingce Electronic Group Co.Ltd(300567) ") held the 7th Meeting of the 4th board of directors on May 23, 2022, deliberated and adopted the proposal on planning to participate in some equity transfer projects of Wuhan Huagong Venture Capital Co., Ltd. by means of public delisting. The specific situation is hereby announced as follows:
1、 Transaction overview
1. Basic information of transaction
Wuhan Huagong Venture Capital Co., Ltd. (hereinafter referred to as "Huagong venture capital" or "target enterprise") introduced investors by means of property right transfer to complete the system reform of enterprises affiliated to colleges and universities. The company plans to form a consortium with Wuhan Dr Laser Technology Corp.Ltd(300776) (hereinafter referred to as " Wuhan Dr Laser Technology Corp.Ltd(300776) ") to jointly acquire 242240% equity transfer project of Huagong venture capital (hereinafter referred to as "the project"), of which Wuhan Jingce Electronic Group Co.Ltd(300567) plans to acquire 204465% equity of Huagong venture capital and Wuhan Dr Laser Technology Corp.Ltd(300776) plans to acquire 3.7775% equity of Huagong venture capital.
According to the information publicized by Wuhan Optics Valley United equity exchange, Wuhan Huazhong University of science and Technology Asset Management Co., Ltd. (hereinafter referred to as "Huake asset management") listed and transferred 242240% of the equity of Huagong venture capital in Wuhan Optics Valley United equity exchange on May 5, 2022. The transfer reserve price was RMB 1283668 million, and the listing end date was May 31, 2022. The company intends to form a consortium with Wuhan Dr Laser Technology Corp.Ltd(300776) to participate in the above projects at an appropriate price (including transaction service fee) within the scope of authorization of the board of directors according to the information publicized by Wuhan Optics Valley United equity exchange.
After the equity transfer, the company will hold 204465% equity of Huagong venture capital and Wuhan Dr Laser Technology Corp.Ltd(300776) will hold
The seventh meeting of the Fourth Board of directors of the company deliberated and adopted the proposal on the proposed participation in some equity transfer projects of Wuhan Huagong Venture Capital Co., Ltd. by means of public delisting. After deliberation, the board of directors agreed that the company and Wuhan Dr Laser Technology Corp.Ltd(300776) formed a consortium to participate in the 242240% equity transfer project of Huagong venture capital in the form of public delisting, and the transaction reserve price was 1283668 million yuan (of which Wuhan Jingce Electronic Group Co.Ltd(300567) transfer reserve price was 1083495 million yuan and Wuhan Dr Laser Technology Corp.Ltd(300776) transfer reserve price was 200173 million yuan), and participated in the above projects at an appropriate price within the scope authorized by the board of directors; At the same time, the management of the company is authorized to handle public delisting, signing relevant agreements, equity change and other matters. 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.
3. Other instructions
This transaction does not constitute a connected transaction and does not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies.
2、 Basic information of counterparty
1. Basic information
Company name: Wuhan Huazhong University of science and Technology Asset Management Co., Ltd
Unified social credit Code: 91420100ma49qc1u9w
Company type: limited liability company (solely state-owned)
Registered address: No. 3, 20th floor, R & D building, No. 1, modern service base, Science Park, Huazhong University of science and technology, No. 13-1, University Park Road, East Lake New Technology Development Zone, Wuhan
Legal representative: Tong Jun
Registered capital: 200 million yuan
Date of establishment: April 7, 2021
Business term: from April 7, 2021 to no fixed term
Business scope: general items: enterprise management; Asset management services invested by self owned funds; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Non residential real estate leasing (except for the projects that must be approved according to law, carry out business activities independently according to law with the business license)
Ownership structure: Huazhong University of science and technology holds 100%.
2. There is no relationship between the company and Huake asset management in terms of property rights, business, assets, creditor's rights and debts, personnel, etc., nor any other relationship that may or has caused the company to favor its interests.
3. The information disclosed by China asset management network is not listed by China asset management.
3、 Basic information of trading Consortium
1. Basic information
Company name: Wuhan Dr Laser Technology Corp.Ltd(300776) (stock abbreviation: Wuhan Dr Laser Technology Corp.Ltd(300776) , stock code: Wuhan Dr Laser Technology Corp.Ltd(300776) )
Unified social credit Code: 91420100672784354a
Company type: joint stock limited company (listed, natural person investment or holding)
Registered address: No. 3 plant, optical storage Park, Wuhan High Tech State Holding Group Co., Ltd., No. 5, huashiyuan Second Road, Donghu New Technology Development Zone, Wuhan
Legal representative: Li Zhigang
Registered capital: 10580024 million yuan
Date of establishment: April 25, 2008
Business term: from April 25, 2008 to no fixed term
Business scope: technical development, production, sales, leasing, agency, maintenance and technical consulting services of laser and mechatronics equipment and accessories; Sales of laser and electromechanical products; Import and export of goods, import and export of technology and import and export agency business (excluding goods or technologies whose import and export is restricted or prohibited by the state).
Equity structure: the top ten shareholders are detailed in the report of the first quarter of 2022 disclosed by Wuhan Dr Laser Technology Corp.Ltd(300776) on cninfo.com.
Wuhan Dr Laser Technology Corp.Ltd(300776) is not associated with the company.
4、 Basic information of transaction object
1. Basic information
Company name: Wuhan Huagong Venture Capital Co., Ltd
Unified social credit Code: 914201007246709317
Company type: other limited liability companies
Registered address: Building 5, phase I project of innovation base of Huagong Tech Company Limited(000988) Park, East Lake New Technology Development Zone, Wuhan
Legal representative: Zhu Songqing
Registered capital: 136.6 million yuan
Date of establishment: September 11, 2000
Business term: September 11, 2000 to no fixed term
Business scope: general items: venture capital (limited to investment in unlisted enterprises); Private equity investment fund management and venture capital fund management services (business activities can be carried out only after the registration and filing of China Securities Investment Fund Association); Engage in equity investment, investment management, asset management and other activities with private funds (business activities can only be carried out after the registration and filing of China Securities Investment Fund Association); Engage in investment activities with its own funds (except for projects subject to approval according to law, carry out business activities independently according to law with business license) equity structure:
Before equity transfer and after equity transfer
No. shareholder name subscribed capital contribution shareholding ratio shareholder name subscribed capital contribution shareholding ratio (10000 yuan) (%) (10000 yuan) (%)
Wuhan huazhongke Wuhan huazhongke
1 large asset management 4675342240 large asset management 136610
Limited Company Limited
Wuhan Huagong Technology Co., Ltd
2 technology investment management 4439324963 Technology Investment Management Co., Ltd
National energy collection
Group 3 Chn Energy Changyuan Electric Power Co.Ltd(000966) 3196 233968 Chn Energy Changyuan Electric Power Co.Ltd(000966) 3196 233968 Co., Ltd
Si Si
4 Wuhan Iron and steel 1350 9.8829 Wuhan Iron and steel 1350 9.8829 Co., Ltd
Wuhan precision power measurement
5 --- subsidiary group 2793204465 Co., Ltd
Wuhan deerji
6 --- Optical Technology Co., Ltd
Total 13660100 total 13660100
2. Financial data of the latest year and the first period
Main financial indicators: 2021 (unit: yuan) March 31, 2022 (unit: yuan)
(audited) (Unaudited)
Total assets 8771370798886834402220
Total liabilities 3250759878528166532060
Net assets 5520610920358667870160
Operating income 54009936841201123300
Net profit 597320362873461760953
The above financial data of 2021 have been audited by Zhongshen Zhonghuan Certified Public Accountants (special general partnership) (Zhonghuan Shenzi (2022) No. 0110797)
3. Assessment
Taking November 30, 2021 as the appraisal base date, the book value of the net assets of Huagong venture capital is 447214100 yuan in the assets appraisal report Zhonglian pingbao Zi [2022] Zi No. 1017 issued by Hubei Zhonglian Assets Appraisal Co., Ltd. the appraisal result of the asset-based method is taken as the appraisal conclusion, and the appraisal value is 5007576 million yuan.
4. Main business
Huagong venture capital is a venture capital (VC) institution run by Huazhong University of science and technology. Huazhong University of science and technology has many national advanced manufacturing research platforms, such as the State Key Laboratory of digital manufacturing equipment and technology, the National Engineering Research Center of manufacturing equipment digitization, the national numerical control system engineering technology research center, the national enterprise information support software engineering technology research center, and Wuhan intelligent equipment industry technology Research Institute. Relying on the high-end scientific research platform of Huagong University, it has rich resources in the field of scientific research and manufacturing.
5. According to the inquiry of China executive information disclosure network, Huagong venture capital is not listed as a dishonest executee.
6. The original shareholders of Huagong venture capital give up the preemptive right for this equity transfer.
7. Other instructions
The transferee shall promise: ① after becoming the shareholder of the target enterprise (calculated from the date of completing the industrial and commercial change registration), it shall provide corresponding market, financial and strategic resource support for the target enterprise to promote the sound development of the target enterprise. ② After becoming the shareholder of the target enterprise (calculated from the date of completing the industrial and commercial change registration), there shall be no external transfer and pledge of equity, and there shall be no acts of holding shares on behalf of or entrusted to hold shares within three years.
5、 Main contents of the joint acquisition agreement
The company and Wuhan Dr Laser Technology Corp.Ltd(300776) signed the joint acquisition agreement on May 23, 2022. The main contents are as follows: Party A: Wuhan Jingce Electronic Group Co.Ltd(300567) (hereinafter referred to as "party a")
Party B: Wuhan Dr Laser Technology Corp.Ltd(300776) (hereinafter referred to as "Party B")
Whereas:
1. Wuhan Huazhong University of science and Technology Asset Management Co., Ltd. (equity transferor) listed and transferred 242240% of the equity of Wuhan Huagong Venture Capital Co., Ltd. in Wuhan Optics Valley United equity exchange on May 5, 2022, Project No.: hb2022df Bluefocus Intelligent Communications Group Co.Ltd(300058) , transfer reserve price: RMB 1283668 million, listing end date: May 31, 2022.
2. Party A and Party B intend to form a consortium to acquire 242240% of Wuhan Huagong Venture Capital Co., Ltd. held by Wuhan Huazhong University of science and Technology Asset Management Co., Ltd. (the corresponding capital contribution is 3309%)
