Ningbo Huaxiang Electronic Co.Ltd(002048)
Acquisition Report
Name of listed company: Ningbo Huaxiang Electronic Co.Ltd(002048) place of listing: Shenzhen Stock Exchange Stock abbreviation: Ningbo Huaxiang Electronic Co.Ltd(002048) Stock Code: 002048 purchaser: Ningbo Fengmei Industrial Co., Ltd. domicile and mailing address: Xizhou electromechanical Industrial Park, Xiangshan County, Zhejiang Province
Name, domicile and mailing address of the purchaser acting in concert
Zhou Xiaofeng * * * Zhen’an Road, Xizhou Town, Xiangshan County, Zhejiang Province
Zhang Songmei * * * Zhen’an Road, Xizhou Town, Xiangshan County, Zhejiang Province
Ningbo Huaxiang Electronic Co.Ltd(002048) Equity Investment Co., Ltd. No. 104, Zhen’an Road, Xizhou Town, Xiangshan County, Ningbo City, Zhejiang Province
Xiangshan Lianzhong Investment Co., Ltd. No. 2, Xinfeng Road, Dancheng, Xiangshan County, Zhejiang Province
Signed on: January 2022
Statement of acquirer and persons acting in concert
1、 This report is prepared in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of the acquisition of listed companies, the standards for the contents and forms of information disclosure by companies offering securities to the public No. 16 – Acquisition report of listed companies and relevant laws and regulations.
2、 In accordance with the provisions of the securities law of the people’s Republic of China, the measures for the administration of the acquisition of listed companies, and the standards for the content and format of information disclosure by companies offering securities to the public No. 16 – Acquisition report of listed companies, this report has fully disclosed the shares in which the acquirer and its persons acting in concert have interests in Ningbo Huaxiang Electronic Co.Ltd(002048) .
As of the signing date of this report, except for the shareholding information disclosed in this report, the acquirer and its persons acting in concert have no interests in Ningbo Huaxiang Electronic Co.Ltd(002048) by any other means.
3、 The purchaser and its persons acting in concert have obtained necessary authorization and approval for signing this report, and their performance does not violate or conflict with any provision in the articles of association or internal rules of the purchaser.
4、 This acquisition refers to Fengmei industry’s subscription for the non-public shares issued to it by the listed company.
Prior to this acquisition, the shares in which the acquirer Fengmei industry and its persons acting in concert have interests in the listed company do not exceed 30%. After the subscription is completed, Fengmei industry and its persons acting in concert will trigger the obligation of tender offer.
According to Article 63 of the measures for the administration of the acquisition of listed companies, with the approval of the non affiliated shareholders of the general meeting of shareholders of the listed company, the investor obtains the new shares issued to him by the listed company, resulting in the shares in which he and the person acting in concert have interests in the company exceeding 30% of the issued shares of the company. The investor promises not to transfer the new shares issued to him within 3 years, If the general meeting of shareholders of the company agrees that the investor is exempted from making an offer, the investor may be exempted from making an offer and directly apply to the stock exchange and securities registration and clearing institution for handling the procedures of share transfer and transfer registration.
The acquirer has promised not to transfer the new shares issued to it within 36 months from the date of completion of this non-public offering, and the proposal that the acquirer is exempted from increasing its shares of the listed company by offer has been deliberated and approved by the non affiliated shareholders of the first extraordinary general meeting of the listed company in 2021, and the acquirer can be exempted from issuing the acquisition offer. 5、 The non-public offering of shares involved in this acquisition has been approved by the board of directors and the general meeting of shareholders of the listed company, and has been approved by the CSRC.
6、 This acquisition is based on the information stated in this report. Except for the purchaser and the professional institutions engaged with securities business qualification, no other person has been entrusted or authorized to provide information not listed in this report and make any explanation or explanation to this report.
7、 The purchaser and its persons acting in concert promise that there are no false records, misleading statements or major omissions in this report, and bear individual and joint legal liabilities for its authenticity, accuracy and completeness.
catalogue
catalogue Section 1 interpretation Section 2 Introduction to the acquirer and its persons acting in concert six
1、 Acquirer: Fengmei industry six
2、 Acting in concert nine
3、 Description of the relationship between the acquirer and persons acting in concert Section III acquisition decision and acquisition purpose thirteen
1、 Acquisition purpose II. Plans to continue to increase the shares of the listed company or dispose of the shares in which it has interests in the next 12 months thirteen
3、 Decision making procedures performed in this transaction Section IV acquisition method fourteen
1、 Shares of listed companies held by the acquirer fourteen
2、 The main contents of the agreement related to this acquisition fourteen
3、 Whether there are rights restrictions on the shares of the listed company held by the acquirer Section V source of funds Section 6 exemption from making an offer eighteen
1、 Matters and reasons for exemption from making an offer eighteen
2、 Equity structure of listed companies before and after this acquisition 18 Section VII follow up plan nineteen
1、 Plans for changes or major adjustments to the main business of the listed company nineteen
2、 Disposal plans for assets and businesses of listed companies and joint venture and cooperation plans with others nineteen
3、 Adjustment plan for current directors, supervisors and senior managers of listed companies nineteen
4、 Plans to amend the articles of association that may hinder the acquisition of control of listed companies nineteen
5、 Arrangement plan for existing employees of listed companies nineteen
6、 Major changes in dividend policy of listed companies twenty
7、 Other plans that have a significant impact on the business and organizational structure of the listed company Section 8 analysis of the impact on listed companies twenty-one
1、 The impact of this transaction on the independence of listed companies twenty-one
2、 The impact of this acquisition on horizontal competition twenty-one
3、 The impact of this acquisition on related party transactions Section 9 major transactions with listed companies twenty-three
1、 Asset transactions with listed companies and their subsidiaries twenty-three
2、 Transactions with directors, supervisors and senior managers of listed companies twenty-three
3、 Whether there are compensation or similar arrangements for the proposed replacement of listed companies, supervisors and senior managers 23 IV. whether there are other contracts, tacit understandings or arrangements that are being signed or negotiated that have a significant impact on the listed company 23. Trading of listed shares in the first six months of section 10 Section 11 financial information of the purchaser twenty-six
1、 Financial data statements for the last three years (consolidated basis) twenty-six
2、 Audit opinion on the financial statements of the latest year thirty-one
3、 Notes to major accounting systems, major accounting policies and major subjects thirty-one
4、 Explanation on the consistency of the acquirer’s accounting system and main accounting policies Section 12 other major matters Section 13 documents for future reference thirty-three
1、 File directory for future reference thirty-three
2、 Location of documents for future reference 33 attached table: acquisition report forty-five
Section I interpretation
In this acquisition report, unless otherwise specified, the following abbreviations have the following specific meanings:
The acquirer and Fengmei industry refers to Ningbo Fengmei Industry Co., Ltd
Listed company, Ningbo Huaxiang Electronic Co.Ltd(002048) refers to Ningbo Huaxiang Electronic Co.Ltd(002048) issuing object and subscription object refers to Ningbo Fengmei Industrial Co., Ltd
Huaxiang investment refers to Ningbo Huaxiang Electronic Co.Ltd(002048) Equity Investment Co., Ltd
Xiangshan Lianzhong refers to Xiangshan Lianzhong Investment Co., Ltd
Fengmei trading refers to Ningbo Fengmei Trading Co., Ltd
This acquisition and transaction refers to Fengmei industry’s behavior of subscribing Ningbo Huaxiang Electronic Co.Ltd(002048) non-public offering of no more than 187868194 shares in cash
Share subscription agreement refers to the share subscription agreement with effective conditions between Ningbo Huaxiang Electronic Co.Ltd(002048) and Ningbo Fengmei Industrial Co., Ltd
This report refers to the Ningbo Huaxiang Electronic Co.Ltd(002048) acquisition report
Company law means the company law of the people’s Republic of China
Securities Law means the securities law of the people’s Republic of China
The acquisition Measures refer to the administrative measures for the acquisition of listed companies
Standard No. 16 refers to Standard No. 16 on the content and format of information disclosure by companies offering securities to the public – Acquisition report of listed companies
CSRC and CSRC refer to China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
Lawyer, Shanghai jintiancheng refers to Shanghai jintiancheng law firm
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
Note: the sum of partial totals and addends in this report may be different in mantissa due to rounding.
Section II introduction to the acquirer and its persons acting in concert
1、 Purchaser: Fengmei industry
(I) basic information of Fengmei industry
Name: Ningbo Fengmei Industrial Co., Ltd
Registered address: Xizhou electromechanical Industrial Park, Xiangshan County, Zhejiang Province
Legal representative: Zhou Xiaofeng
Registered capital: 150 million yuan
Unified social credit Code: 91330225784314525q
Company type: limited liability company (invested or controlled by natural person)
outbound investment; R & D, design, manufacturing, wholesale and retail of auto parts and motorcycle parts; Storage of general goods; Real estate development, house rental, property services and enterprise management services; Business scope of self support and agency of various goods and technologies: import and export, except for the goods and technologies limited or prohibited by the state; Auto parts production technology consulting services (without the approval of financial and other regulatory authorities, it is not allowed to engage in financial businesses such as deposit absorption, financing guarantee, financing on behalf of customers, and collecting (financing) funds from the public).
Date of establishment: January 18, 2006
Business term: January 18, 2006 to January 17, 2026
Shareholders: Zhou Xiaofeng 80%, Zhang Songmei 20%
Mailing address: No. 82, Zhen’an Road, Xizhou Town, Xiangshan County, Zhejiang Province
Tel.: 0574-83006120
(II) relevant property rights and control relationship of the acquirer
As of the signing date of this report, the equity control relationship of Fengmei industry is as follows:
As of the signing date of this report, Mr. Zhou Xiaofeng directly holds 80% of the equity of Fengmei industry and is the controlling shareholder and actual controller of Fengmei industry.
(III) description of core enterprises and main businesses controlled by the acquirer
As of the signing date of this report, except for the listed companies and their subsidiaries, the core enterprises controlled by Fengmei industry are shown in the table below:
Preface enterprise name registered capital shareholding ratio main business
No. (10000 yuan)
1 Ningbo Fengmei Video Electronics Co., Ltd. 9000.00 100.00% camera module and other optoelectronic products company
Ningbo Fengmei saimanshi Intelligent Technology Co., Ltd. Ningbo Fengmei video electronic intelligent vehicle equipment manufacturing and marketing 2 Technology Co., Ltd. 2000.00 Co., Ltd
