Securities code: 300709 securities abbreviation: Jiangsu Gian Technology Co.Ltd(300709) Announcement No.: 2022-004
Jiangsu Gian Technology Co.Ltd(300709)
About acquiring 100% equity of Changzhou Ruidian Precision Technology Co., Ltd
Announcement on the progress of related party transactions
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 this connected transaction
On November 18, 2021, Jiangsu Gian Technology Co.Ltd(300709) (hereinafter referred to as “the company”) disclosed the announcement on the proposed signing of equity acquisition framework agreement and related party transactions. For details, see cninfo.com, the gem information disclosure website designated by the CSRC（ http://www.cn.info.com.cn. ）。
In order to grasp the market development trend, better promote the company’s long-term strategic layout, strengthen the company’s component business development in the automotive field, especially in the direction of new energy vehicles and consumer electronics, and improve the company’s overall assembly strength and added value of final products, the company plans to cooperate with Wang Mingxi, Jin Wenying, Huang Yichao, Changzhou Ruidian venture capital partnership (limited partnership) Xu Tianmin, park hyung don, Jin Wenhui, you Mingdong and Liu Huifen signed the equity transfer agreement to acquire 100% equity of Changzhou Ruidian Precision Technology Co., Ltd. (hereinafter referred to as “Ruidian precision”) held by the transferor. The equity transfer price is based on the asset appraisal report on the value of all equity of shareholders of Changzhou Ruidian Precision Technology Co., Ltd. Jiangsu Gian Technology Co.Ltd(300709) involved in the proposed equity acquisition (szzipingbao Zi (2021) No. 1092) issued by Jiangsu Zhongqi huazhongtian Asset Appraisal Co., Ltd., and it is determined that the value of all equity of shareholders of Ruidian precision obtained by the income method is RMB 225 million, The transfer price of 100% equity of Ruidian precision is RMB 225 million. After the completion of this transaction, Ruidian precision will become a wholly-owned subsidiary of the company and be included in the scope of the company’s consolidated statements.
On December 8, 2021, the company held the sixth meeting of the third board of directors and the fourth meeting of the third board of supervisors. Related directors Mr. Wang Mingxi and Ms. Huang Yichao avoided voting and considered and adopted the proposal on acquiring 100% equity and related party transactions of Changzhou Ruidian Precision Technology Co., Ltd, It is agreed that the company will acquire 100% equity of Ruidian precision with its own or self raised funds of RMB 225 million. The independent directors of the company gave their prior approval opinions and independent opinions, and the recommendation institution gave its verification opinions without objection. For details, please refer to cninfo.com, the gem information disclosure website designated by China Securities Regulatory Commission on December 9, 2021（ http://www.cn.info.com.cn. ）Announcement on the acquisition of 100% equity and related party transactions of Changzhou Ruidian Precision Technology Co., Ltd.
On December 24, 2021, the company held the fifth extraordinary general meeting of shareholders in 2021. The related shareholders avoided voting and considered and adopted the proposal on acquiring 100% equity and related party transactions of Changzhou Ruidian Precision Technology Co., Ltd.
On December 29, 2021, the company launched cninfo.com, the gem information disclosure website designated by China Securities Regulatory Commission（ http://www.cn.info.com.cn. ）The announcement on the progress of acquiring 100% equity and related party transactions of Changzhou Ruidian Precision Technology Co., Ltd. was disclosed on the. The company signed and completed the equity transfer agreement with the shareholders of Ruidian precision, Wang Mingxi, Jin Wenying, Huang Yichao, Changzhou Ruidian venture capital partnership (limited partnership), Xu Tianmin, park hyung don, Jin Wenhui, you Mingdong and Liu Huifen.
2、 Progress of this transaction
Recently, the company received a notice that Ruidian precision has completed the industrial and commercial change registration formalities at Changzhou administrative examination and approval Bureau and renewed its new business license. The basic information of Ruidian precision’s latest registration is as follows:
Company name: Changzhou Ruidian Precision Technology Co., Ltd
Unified social credit Code: 91320400ma1t9dg60m
Type: limited liability company (sole proprietorship of legal person invested or controlled by non natural person)
Registered capital: 50 million yuan only
Address: No. 35, Ziwei Road, Zhonglou District, Changzhou City
Legal representative: Zhang Ling
Date of establishment: November 13, 2017
Business term: November 13, 2017 to long term
Business scope: R & D, design, manufacturing and sales of vehicle interior and exterior decoration systems, intelligent seat systems, automotive electronic systems, automotive harness systems, driverless electronic systems, safety systems, high-precision molds and plastic parts; Self operated and acting as an agent for the import and export of various commodities and technologies (except for the commodities and technologies restricted 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) III. possible risks of this transaction
1. Risk that the performance commitment of the target company may not be realized
According to the equity transfer agreement signed by the company and the counterparty, the transferor promises that Ruidian precision will deduct non recurring profits and losses from the audited consolidated statements in 2021, 2022 and 2023
The net profit after the transaction is not less than RMB 14 million, RMB 21 million and RMB 30 million respectively. Although the company has agreed on the employment performance commitments of the transferor of this transaction, there is still uncertainty whether Ruidian precision’s operating performance can meet the expectations in case of macroeconomic fluctuations and intensified market competition.
2. The risk of high valuation of the underlying assets of this transaction
According to the appraisal report, the value of all shareholders’ equity of Ruidian precision is RMB 225 million, which is 829.84% higher than the book value of all shareholders’ equity on the benchmark date. According to the equity transfer agreement, the transferor will make up the registered capital of Ruidian precision by means of paid in capital contribution. After replenishment, the corresponding appreciation rate of the book value of all shareholders’ equity of Ruidian precision will decrease, but the valuation of the underlying assets of this transaction still has a large appreciation compared with the corresponding book value. Investors are reminded to pay attention to the value-added risk of this transaction. After the completion of this transaction, the company will obtain the control of the target company. The company will strengthen and implement effective internal control and risk prevention mechanism, improve the standardized management level, take appropriate strategies and management measures, and strengthen risk control, so as to obtain good investment income.
The company will timely perform the corresponding information disclosure obligations according to the progress of this transaction in accordance with the provisions of laws and regulations such as the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for the standardized operation of GEM listed companies of Shenzhen Stock Exchange and the articles of association. Please pay attention to the investment risks.
4、 Documents for future reference
1. Business license of Changzhou Ruidian Precision Technology Co., Ltd;
2. Notice of approval of change registration.
It is hereby announced.
Jiangsu Gian Technology Co.Ltd(300709) board of directors January 18, 2022
