Securities code: 002009 securities abbreviation: Miracle Automation Engineering Co.Ltd(002009) Announcement No.: 2022-007
Miracle Automation Engineering Co.Ltd(002009)
Announcement on equity transfer and related party transactions of 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.
1、 Overview of related party transactions
Wuxi Jinqiu Machinery Co., Ltd. (hereinafter referred to as "Jinqiu machinery"), a holding subsidiary of Miracle Automation Engineering Co.Ltd(002009) (hereinafter referred to as "the company"), intends to transfer 100% equity of Wuxi Nantian Electromechanical Technology Co., Ltd. (hereinafter referred to as "Nantian electromechanical" and "the target company") to Nanjing MEILIKAI Electromechanical Technology Co., Ltd. (hereinafter referred to as "the target company") for a consideration of RMB 66 million "Nanjing MEILIKAI") to optimize enterprise resource allocation, improve asset operation efficiency and focus on main business development. After the completion of this transaction, the company or Golden Globe machinery will no longer hold the equity of Nantian Electromechanical.
Mr. Huang Guoxing, the actual controller, executive director and general manager of Nanjing MEILIKAI, the counterparty, is the brother of Mr. Huang Weixing, the controlling shareholder and actual controller of the company. According to the Listing Rules of Shenzhen Stock Exchange, Nanjing MEILIKAI is an affiliated legal person of the company, and this transaction constitutes a connected transaction.
The transaction was deliberated and adopted at the third (Interim) meeting of the eighth board of directors held on January 18, 2022. Mr. Huang Bin and Mr. Huang Weixing, affiliated directors, are father and son and have avoided voting on this proposal. The independent directors of the company have approved the matter in advance and expressed their agreed independent opinions. (for details, please refer to the company's securities times, Shanghai Securities News and cninfo http://www.cn.info.com.cn. Announcement on resolutions of the third (Interim) meeting of the Miracle Automation Engineering Co.Ltd(002009) eighth board of directors disclosed)
According to the Listing Rules of Shenzhen Stock Exchange, the articles of association and other relevant provisions, this connected transaction is within the authority of the board of directors and does not need to be submitted to the general meeting of shareholders for deliberation.
According to the measures for the administration of major asset restructuring of listed companies, this transaction does not constitute a major asset restructuring and does not need to be submitted to relevant departments for examination and approval.
2、 Basic information of related parties
Date of establishment: December 6, 2011
Type: limited liability company (invested or controlled by natural person)
Address: industrial concentration zone, Dongping Town, Lishui District, Nanjing
Legal representative: Huang Guoxing
Registered capital: 7 million yuan
Business scope: production, sales and after-sales service of electronic monitoring equipment, metal guardrails, flagpoles, lamp poles and their accessories; Operate the export business of the self-produced products and technologies of the enterprise and the import business of mechanical equipment, spare parts, raw and auxiliary materials and technologies required by the enterprise, except for the commodities and technologies limited or prohibited by the state. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Main financial indicators of Nanjing MEILIKAI:
Unit: RMB
December 31, 2021 December 31, 2020
Total assets 26058819.31 30070179.16
Net assets 7009898.53 7747235.53
Project from January to December 2021 to January to December 2020
Operating income 17874113.03 19247033.61
Net profit -737337.00 -2551344.06
(the above data has not been audited)
Equity structure: Wuxi Nantian safety facilities Co., Ltd. (actually controlled by Huang Guoxing) holds 71.4286% equity of Nanjing MEILIKAI, and natural person Wang Liping (Huang Guoxing's wife) holds 28.5714%.
Related relationship: Mr. Huang Guoxing, the actual controller, executive director and general manager of Nanjing MEILIKAI, the counterparty, is the brother of Mr. Huang Weixing, the controlling shareholder and actual controller of the company. According to the Listing Rules of Shenzhen Stock Exchange, Nanjing MEILIKAI is an affiliated legal person of the company, and this transaction constitutes a connected transaction.
The related party Nanjing MEILIKAI's existing site is facing demolition and urgently needs to find a suitable site that can meet its production and operation needs, so this transaction is carried out. Nanjing MEILIKAI will pay the equity transfer with its own funds. The company believes that Nanjing MEILIKAI has excellent credit and performance strength. Upon inquiry, Nanjing MEILIKAI does not belong to the dishonest executee.
3、 Basic information of transaction object
Target company: Wuxi Nantian Electromechanical Technology Co., Ltd
Unified social credit Code: 91320206ma27dqr948
Type: limited liability company (sole proprietorship of legal person invested or controlled by natural person)
Address: 572, Qianhu Road, Qianqiao street, Huishan District, Wuxi City
Legal representative: Zhou Shuchun
Registered capital: RMB 66 million
Business scope: general items: technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Manufacturing of information security equipment; Sales of information security equipment; Manufacturing of metal fittings for construction; Manufacturing of metal products for safety and fire protection; Sales of metal products; Metal structure manufacturing; Metal structure sales; Lighting fixture manufacturing; Sales of lighting appliances (except for projects subject to approval according to law, carry out business activities independently according to law with business license)
Equity structure: the holding subsidiary of the company, golden ball machinery, holds 100% of its equity, and the company holds 93.33% of the equity of golden ball machinery. Nantian electromechanical legally owns two items of real property rights (land use right area of 40646 m2, building area of 28045.28 m2) and related auxiliary purchases, supporting equipment and production equipment located at No. 572 Qianhu Road, Qianqiao street, Huishan District, Wuxi City, Jiangsu Province. The land is industrial land, and the house is used for industry, transportation and storage. As of the disclosure date of this announcement, Nantian electromechanical has not actually carried out business.
Appraisal and financial situation: the appraisal base date of this transaction is November 30, 2021. The appraisal conclusion is based on the appraisal results of asset-based method. According to the asset appraisal report on the value of all equity of shareholders of Wuxi Nantian Electromechanical Technology Co., Ltd. involved in the proposed transfer of equity of Wuxi golden ball Machinery Co., Ltd. (hereinafter referred to as the "asset appraisal report") issued by Tianyuan Asset Appraisal Co., Ltd. on December 6, 2021, as of the benchmark date, the book value of total assets of Nantian Electromechanical Technology Co., Ltd. was 60.1283 million yuan, The book value of total liabilities is -2.266 million yuan, the book value of all shareholders' equity is 62.3939 million yuan, the assessed value of all shareholders' equity is 61.9796 million yuan, the assessed impairment is 414300 yuan, and the impairment rate is 0.66%.
Other notes: the company does not provide guarantee, financial assistance or entrust the target company with financial management, nor does the target company occupy the funds of the listed company.
4、 Pricing policy and basis of transaction
According to the appraisal value of all shareholders' equity of the target company stated in the asset appraisal report, the transferor and the transferee jointly confirmed that the overall value of Nantian Electromechanical of the target company in this transaction was RMB 66 million. Both parties to the transaction voluntarily concluded this related party transaction on the basis of fairness, impartiality and openness. The transaction price is fair and there is no infringement on the interests of the company and minority shareholders, which is in line with the needs of the company's long-term development.
5、 Main contents of transaction agreement
Party A (transferee): Nanjing MEILIKAI Electromechanical Technology Co., Ltd
Party B (transferor): Wuxi Jinqiu Machinery Co., Ltd
Target company: Wuxi Nantian Electromechanical Technology Co., Ltd
1. Equity transfer
(1) Party A transfers 100% of the equity of the target company held by Party B in cash, so as to become a wholly-owned shareholder of the target company. (2) According to the appraisal report, the overall valuation of the target company is 61.9796 million yuan. According to the valuation value, Party A and Party B confirm that the transaction price of the subject equity is RMB 66 million.
2. Underlying equity delivery
(1) Within 30 working days from the effective date of this agreement, Party B shall be responsible for completing the industrial and commercial change registration formalities of this equity transfer at Huishan District market supervision and Administration Bureau of Wuxi City, with the cooperation of Party A, and registering Party A as the shareholder of the target company. Meanwhile, Party B shall complete the industrial and commercial change registration of the original directors, supervisors, senior managers and legal representatives of the target company assigned by Party B when handling the equity transfer procedures. If the target company fails to handle the change registration on schedule due to any reason other than force majeure, or seriously affects one party's realization of the purpose of signing this agreement, for each day of delay, the breaching party shall pay a breach penalty to the observant party according to 0.05% of the total equity transfer price.
(2) On the closing date (i.e. the effective date of the agreement), in accordance with the company law and the articles of association of the target company, all rights and obligations of shareholders corresponding to the subject matter of this equity transfer shall also be transferred to Party A.
3. Payment of equity transfer
If Party A and Party B and the target company consider and approve the equity transfer internally before January 20, 2022 and obtain the permission and approval of relevant regulatory and government authorities, Party A shall pay Party B 35 million yuan before January 31, 2022, and the remaining 31 million yuan shall be paid within one month after the previous payment date.
4. Liability for breach of contract
(1) Unless otherwise agreed in this agreement, if either party:
1) Either party fails to perform or fails to perform its obligations or responsibilities under this Agreement on time;
2) The representations, warranties and commitments made by one party to the other party in this agreement or documents related to this agreement or the relevant documents, materials or information submitted by one party are proved to be false, untrue, with major omissions or misleading;
3) During the performance of this agreement, if the parties are unable to fully perform their corresponding obligations due to government actions and commercial risks;
4) Other breaches of this agreement.
(2) If one party breaches the contract, without affecting other rights of the observant party under this agreement, the observant party shall have the right to take one or more of the following remedies to safeguard its rights:
1) Require the defaulting party to actually perform;
2) Temporarily suspend the performance of obligations and resume the performance after the breach of contract by the breaching party is eliminated; The non breaching party's suspension of performance of its obligations in accordance with this paragraph shall not constitute the non performance or delay of the non breaching party;
3) Require the defaulting party to compensate the observant party for its economic losses, including all direct and indirect expenses actually incurred for this equity transfer (including but not limited to the expenses of all legal, accounting and tax consultants), as well as other economic losses; 4) Terminate this Agreement;
5) Other remedies provided in this agreement.
(3) The above remedies of the non defaulting party specified in this Agreement are available in combination and do not exclude other rights or remedies provided by law.
(4) The waiver of recourse by a party to this agreement against the defaulting party for breach of contract shall be effective only if it is made in writing. The failure or delay of a party to exercise any of its rights or remedies under this Agreement shall not constitute a waiver; The partial exercise of rights or remedies shall not prevent them from exercising other rights or remedies.
(5) If there are specially agreed liabilities for breach of contract in this agreement, the specially agreed liabilities for breach of contract shall prevail.
5. Effectiveness of the agreement
This Agreement shall come into force from the date when it is effectively deliberated and passed by both parties internally or formed into a decision-making document, and signed and sealed by both parties (signed by the legal representative or its authorized representative).
6、 Other arrangements involving connected transactions
This transaction does not involve personnel resettlement, land leasing, etc., there is no horizontal competition, and there are no other arrangements such as equity transfer of listed companies or senior personnel change plans.
7、 Purpose of this transaction and its impact on Listed Companies
In recent years, the company has focused on the development of its main business and continued to carry out the disposal of idle and inefficient assets, so as to comprehensively optimize the asset structure, improve the asset allocation and continuously enhance the development toughness. This transaction helps to improve the company's asset operation efficiency, enhance the anti risk ability, meet the company's overall strategic development needs, and have a positive impact on the company's financial status and operating results. This transaction will not affect the normal production and operation activities of the company, will not constitute horizontal competition, and will not damage the interests of the company and shareholders. After the completion of this transaction, Nantian electromechanical will not be included in the scope of the company's consolidated statements. The amount of profit and loss actually affected by this transaction shall be subject to the audit report issued by the accounting firm.
8、 From the beginning of the year to the disclosure date, the total amount of various related party transactions with the related party has been accumulated
As of the disclosure date of this announcement, except for this transaction, the company and its subsidiaries had no other related party transactions with Nanjing MEILIKAI, Mr. Huang Guoxing and the enterprises controlled by them.
9、 Prior approval opinions and independent opinions of independent directors
The independent directors of the company, Mr. Ye Xiaojie, Mr. Ma Yuanxing and Ms. Chen Yumin, carefully reviewed the relevant materials of the equity transfer and related party transactions, and expressed the following opinions based on their independent positions and judgments in an attitude of being responsible to the company and all shareholders:
1. Prior approval opinion: after careful verification, we believe that this related party transaction is conducive to optimizing resource allocation, improving the overall operating efficiency of the company and meeting the needs of the overall strategic development of the company. This connected transaction follows the principle of "fairness, impartiality and fairness", and the transaction pricing is fair and reasonable. There is no situation that damages the interests of the company and all non connected shareholders, especially small and medium-sized shareholders, and will not affect the independence of the company or lead to horizontal competition. Therefore, we express our prior approval of this related party transaction and agree to submit this proposal to the third (Interim) meeting of the eighth board of directors of the company for deliberation. 2. Independent opinion: this related party transaction meets the needs of the company's overall strategic development, helps to improve asset operation efficiency, optimize resource allocation and improve the overall competitiveness of the company
