Securities code: Hitevision Co.Ltd(002955) securities abbreviation: Hitevision Co.Ltd(002955) Announcement No.: 2022048 Hitevision Co.Ltd(002955)
Announcement on capital increase and related transactions 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.
On May 23, 2022, the company held the 14th meeting of the second board of directors, deliberated and adopted the proposal on capital increase and related party transactions of wholly-owned subsidiaries, which needs to be submitted to the first extraordinary general meeting of shareholders in 2022 for deliberation. The relevant contents are hereby announced as follows:
1、 Overview of related party transactions
(I) basic information of related party transactions
The company's main business comprehensively focuses on the development of the education industry, provides education information products, intelligent education solutions and intelligent education services for users in the education industry, and implements the "one core and two wings" education technology development strategy. Xinxian Technology Co., Ltd. (hereinafter referred to as "Xinxian technology"), a wholly-owned subsidiary of the company, focuses on cloud conference products and services. At present, its business is in the incubation period. In order to further focus on the company's main business, optimize the asset and business structure, further optimize the equity structure of new line technology, fully mobilize the enthusiasm of the core team of new line technology and meet the development needs of new line technology, the board of directors of the company agreed with Mr. Wang Jing Tianjin Xincheng enterprise management partnership (limited partnership) (hereinafter referred to as "Tianjin Xincheng") and Gongqingcheng Xinfu investment partnership (limited partnership) (hereinafter referred to as "Gongqingcheng Xinfu") increased the capital of Xinxian technology, with a total amount of RMB 100 million. The company gave up the preemptive right to the above capital increase. After the transaction was completed, the proportion of equity held by the company in Xinxian technology decreased from 100% to 37.5%, Xinxian technology has become a joint-stock company of the company and is no longer included in the scope of consolidated statements. After the completion of capital and share increase, the equity structure is as follows:
Amount of this capital increase the proportion of shares held by the contributor before and after this capital increase
Hitevision Co.Ltd(002955) - 100% 37.500%
Wang Jing 8000 - 50.000%
Tianjin Xincheng enterprise management partnership (Co., Ltd.) 1300 - 8.125%
(partner)
Gongqingcheng Xinfu investment partnership (limited liability 700 - 4.375%)
(Note 1)
Note 1: Gongqingcheng Xinfu investment partnership (limited partnership) is still going through the establishment procedures as of the disclosure date.
(II) relationship
Mr. Wang Jing is a director of the company and a shareholder holding more than 5%. At the same time, Mr. Wang Jing is the executive partner of Tianjin Xincheng. According to article 6.3.3 of the stock listing rules of Shenzhen Stock Exchange, Mr. Wang Jing and Tianjin Xincheng are related parties of the company.
(III) approval procedure
The above matters have been deliberated and adopted at the 14th meeting of the second board of directors held on May 23, 2022. Based on the principle of prudence, the related directors Mr. Wang Jing, Mr. Xing Xiuqing and Mr. Zhang Shujiang have avoided voting, and the other six non related directors unanimously passed the proposal. The independent directors of the company have issued their prior approval opinions and agreed independent opinions. This proposal needs to be submitted to the first extraordinary general meeting of the company in 2022 for deliberation, and the related shareholders will avoid voting on this proposal at the general meeting of shareholders.
(IV) this capital increase constitutes 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 the counterparty
1. Wang Jing
Name: Wang Jing
Address: Haidian District, Beijing
Relationship with the company: Mr. Wang Jing is a director of the company and a shareholder holding more than 5% of the shares. He is an associated natural person of the company.
After verification, as of the disclosure date of this announcement, Mr. Wang Jing is not a "dishonest executee".
2. Tianjin Xincheng enterprise management partnership (limited partnership)
Nature of enterprise: limited partnership
Unified social credit Code: 91120116ma07f03f7d
Date of establishment: September 15, 2021
Partnership term: September 15, 2021 to September 14, 2051
Main business address: 13-2-330-80, zone 1, Ronghui business park, Binhai - Beijing Centergate Technologies (Holding) Co.Ltd(000931) science and Technology Park, Tianjin Economic and Technological Development Zone
Executive partner: Wang Jing
Business scope: general items: enterprise management consulting; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Sales of electronic products; Conference and exhibition services; Advertising production; Sales of office supplies; Furniture sales; Wholesale of kitchenware, sanitary ware and daily sundries; Sales of daily necessities. (except for the items that must be approved according to law, the company shall independently carry out business activities according to law with its business license)
Registered capital: 10.55 million yuan
Ownership structure:
Partner name contribution amount (10000 yuan) contribution method contribution proportion
Wang Jing 896.75 cash 85%
Han tieqiu 158.25 cash 15%
Total 1055 - 100%
Tianjin Xincheng is the employee stock ownership platform of new line technology. In the future, the contribution share of Tianjin Xincheng will be adjusted accordingly according to the specific situation of the share held by the core business personnel of new line technology.
Related relationship with the company: Mr. Wang Jing, the director of the company, is the executive partner of Tianjin Xincheng, and Tianjin Xincheng is the related legal person of the company.
After verification, as of the disclosure date of this announcement, Tianjin Xincheng does not belong to the "dishonest executee".
3. Gongqingcheng Xinfu investment partnership (limited partnership)
Nature of enterprise: limited partnership
Executive partner: Zeng Jun
Registered capital: 7 million yuan
Ownership structure:
Partner name contribution amount (10000 yuan) contribution method contribution proportion
Zeng Jun 600 cash 85.71%
Shenzhen yunmu No.2 investment partnership 100 cash 14.29%
Industry (limited partnership)
Total 700 cash 100%
Relationship with the company: there is no relationship between Gongqingcheng Xinfu and the company.
Gongqingcheng Xinfu is in the establishment stage as of the disclosure date, and the relevant information shall be subject to the registration of the final market supervision and Administration Bureau.
3、 Basic information of transaction object
Company name: Xinxian Technology Co., Ltd
Unified social credit Code: 9111010839 Hefei Taihe Intelligent Technology Group Co.Ltd(603656) x0
Enterprise type: limited liability company (sole proprietorship of legal person)
Registered address: room c1102, floor 10, block C, No. 9, Shangdi Third Street, Haidian District, Beijing
Legal representative: Wang Jing
Date of establishment: September 18, 2014
Registered capital: 90 million yuan
Major shareholders: the company holds 100% equity of Xinxian technology, which is a wholly-owned subsidiary of the company. The equity of Xinxian technology has not changed in recent three years.
Business scope: technology development, technology transfer, technical consultation and technical services; Computer service system; Basic software services; Application software services; Sales of computers, software and auxiliary equipment, electronic products, mechanical equipment, metal materials, cultural goods, sporting goods and self-developed products; Conference services; Undertake exhibition activities; Leasing computer and communication equipment; Economic and trade consultation; Technology import and export, goods import and export, agent import and export. (market entities shall independently choose business projects 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.)
Relevant financial data of the latest year and the latest period
Unit: 10000 yuan
Project December 31, 2021 / year 2021 (audited March 31, 2022 / the first quarter of 2022) (Unaudited)
Total assets 19394871579008
Total liabilities 16164981337228
Net assets 322989241781
Total receivables 906771719730
Operating income 1479034143517
Operating profit -451892 -832.53
Net profit -388062 -812.08
Cash from operating activities 346685 -294402
Net flow
Audit: the financial data of Xinxian technology in 2021 has been audited by Tianzhi International Certified Public Accountants (special general partnership), and the audit report of Xinxian Technology Co., Ltd. (tianzhiye Zi [2022] No. 31190) has been issued.
After verification, as of the disclosure date of this announcement, Xinxian technology does not belong to the "dishonest executee".
The equity ownership of Xinxian technology is clear, there is no mortgage, pledge or third-party rights, no major disputes, litigation or arbitration involving relevant assets, no judicial measures such as seizure and freezing, and no other circumstances that hinder the transfer of ownership.
4、 Pricing policy and basis of related party transactions
Beijing Zhuoxin Dahua Assets Appraisal Co., Ltd. took December 31, 2021 as the appraisal base date and the asset-based method as the appraisal method, and issued the asset appraisal report on the value of all shareholders' equity involved in the proposed capital increase and share expansion of Xinxian Technology Co., Ltd. (No.: Zhuoxin Dahua pingbao Zi (2022) No. 8427). The appraisal conclusion is that the total book assets before appraisal are 2 Harbin Boshi Automation Co.Ltd(002698) million yuan and the appraisal value is 2136656 million yuan, The estimated value-added is 133958 million yuan, with a value-added rate of 6.69%; The total book liabilities are 1577738 million yuan, the appraisal value is 1577738 million yuan, the appraisal value is 10000 yuan, and the appreciation rate is 0.00%; The book net assets are 42.496 million yuan, the appraisal value is 558918 million yuan, the appraisal appreciation is 133958 million yuan, and the appreciation rate is 31.52%.
The total equity value of shareholders of Xinxian technology is 558918 million yuan. With reference to the above evaluation value, the company and the counterparty determined the pre investment valuation of new line technology as RMB 60 million through friendly negotiation between the parties.
This connected transaction follows the principles of openness, impartiality, fairness and reasonableness, and there is no situation that damages the interests of the company and shareholders, especially small and medium-sized shareholders.
5、 Main contents of the investment agreement to be signed
Target company: Xinxian Technology Co., Ltd;
Original shareholder: Hitevision Co.Ltd(002955) ;
Party C or core management: Wang Jing;
ESOP platform: Tianjin Xincheng enterprise management partnership (limited partnership);
External investor: Gongqingcheng Xinfu investment partnership (limited partnership);
The target company, original shareholders, Party C, ESOP and external investors are hereinafter referred to as "one party" and "all parties"; Party C, employee stock ownership platform and external investors are collectively referred to as "investors".
1. Total transaction amount: 100 million yuan, including 80 million yuan invested by Wang Jing, 13 million yuan invested by Tianjin Xincheng enterprise management partnership (limited partnership) and 7 million yuan invested by Gongqingcheng Xinfu investment partnership (limited partnership).
2. Payment method: cash
3. Payment term or installment arrangement:
If all the effective conditions are met or exempted in writing by the investor, the investor shall remit the capital increase price into the collection account of the target company ("capital increase settlement") within thirty (30) working days from the date when all the preconditions are met (the date of payment is the "capital increase settlement date").
The target company shall pay ten (10) days after the closing date of capital increase
