Securities code: 000100 securities abbreviation: TCL technology Announcement No.: 2022-004 TCL Technology Group Co., Ltd
Announcement on capital increase and share expansion of subsidiaries and related party transactions
TCL Technology Group Co., Ltd. and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and there are no false records, misleading statements or major omissions.
1、 Overview of this transaction
The holding subsidiary Tianjin Zhonghuan Semiconductor Co.Ltd(002129) (hereinafter referred to as “Zhonghuan semiconductor”) of TCL Technology Group Co., Ltd. (hereinafter referred to as “the company” or “the company”) holds 60% equity of Zhonghuan leading semiconductor materials Co., Ltd. (hereinafter referred to as “Zhonghuan leading”). In order to further promote the steady and rapid development of Zhonghuan leading and fully mobilize the enthusiasm of employees, Consolidate the organizational and talent foundation for business development, and based on the employees’ optimistic about the sustainable development potential of central leading, the core employees of central leading and the personnel who have made significant contributions to its business development of central leading shareholders intend to directly and indirectly take shares in central leading through capital increase. The total amount of capital increase is RMB 1170 million, and the share after capital increase accounts for 11.11% of the total share proportion, The company’s subsidiary Zhonghuan semiconductor and other shareholders give up the preemptive right of this capital increase. After the capital increase, central leading is still the holding subsidiary of the company. The capital increase and share expansion will not change the scope of the company’s consolidated statements.
Since Mr. Shen Haoping, director of the company and general manager of Zhonghuan semiconductor, intends to participate in this capital increase, according to the stock listing rules of Shenzhen Stock Exchange and other relevant provisions, this capital increase constitutes a connected transaction, but does not constitute a major asset reorganization specified in the administrative measures for major asset reorganization of listed companies, and does not need to be submitted to the general meeting of shareholders for deliberation.
At the 15th meeting of the 7th board of directors held on January 21, 2022, the company deliberated and adopted the proposal on capital increase and share expansion of subsidiaries and related party transactions with 8 votes in favor, 0 abstention and 0 opposition. The capital increase involves the core employees of the company. Based on the principle of prudence, the relevant directors avoided voting when considering the proposal, Independent directors have made independent opinions recognized and agreed in advance, and the company will perform information disclosure and other obligations (if necessary) according to the follow-up progress.
2、 Introduction to capital increase parties
The capital increase includes Tianjin Huanyu leading No. 1 enterprise management consulting partnership (limited partnership), Tianjin Huanyu leading No. 2 enterprise management consulting partnership (limited partnership) and Tianjin Huanyu leading No. 3 enterprise management consulting partnership (limited partnership), which indirectly take shares as an employee stock ownership platform, The relevant granting objects shall be finally determined by the central leading board of directors or its authorized subject; In addition, Mr. Shen Haoping and other 13 natural persons intend to take shares by means of direct shares. The details are as follows:
(I) Tianjin Huanyu leading No. 1 enterprise management consulting partnership (limited partnership) (hereinafter referred to as “Huanyu leading No. 1”)
1. Basic information
Nature of enterprise: limited partnership
Executive partner: Tianjin Huanyu leading No. 1 Management Consulting Co., Ltd
Registered address: Room 202, inspection warehouse office area, No. 6262, Australia Road, Tianjin pilot free trade zone (Dongjiang Bonded Port Area) (No. 5327 trusteeship of Tianjin Dongjiang Business Secretary Service Co., Ltd. Free Trade Division)
Business scope: enterprise management consulting. (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)
2. Main investors and related relationships: the limited partners are the leading operation and management team and key employees of central and the leading shareholders of central who have made significant contributions to their operation and development. It does not exclude the situation of including relevant personnel of the company. Based on the principle of substance over form and prudence, Huanyu leading No. 1 is recognized as a related party of the company.
3. Historical evolution and financial data: Huanyu leading No. 1 was established in January 2022, and there is no financial data of the latest year.
4. After inquiry, Huanyu leading No. 1 is not a dishonest executee.
(II) Tianjin Huanyu leading No. 2 enterprise management consulting partnership (limited partnership) (hereinafter referred to as “Huanyu leading No. 2”)
1. Basic information
Nature of enterprise: limited partnership
Executive partner: Tianjin Huanyu leading No. 2 Management Consulting Co., Ltd
Registered address: Room 202, inspection warehouse office area, No. 6262, Australia Road, Tianjin pilot free trade zone (Dongjiang Bonded Port Area) (Tianjin Dongjiang Business Secretary Service Co., Ltd. free trade division trusteeship No. 5341)
Business scope: enterprise management consulting. (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)
2. Main investors and related relationships: the limited partners are the leading operation and management team and key employees of central and the leading shareholders of central who have made significant contributions to their operation and development. It does not exclude the situation of including relevant personnel of the company. Based on the principle of substance over form and prudence, Huanyu leading No. 2 is recognized as the related party of the company.
3. Historical evolution and financial data: Huanyu leading No. 2 was established in January 2022, and there is no financial data of the latest year.
4. After inquiry, Huanyu leading No. 2 is not a dishonest executee.
(III) Tianjin Huanyu leading No. 3 enterprise management consulting partnership (limited partnership) (hereinafter referred to as “Huanyu leading No. 3”)
1. Basic information
Nature of enterprise: limited partnership
Executive partner: Tianjin Huanyu leading No. 3 Management Consulting Co., Ltd
Registered address: Room 202, inspection warehouse office area, No. 6262, Australia Road, Tianjin pilot free trade zone (Dongjiang Free Trade Port Area) (No. 5328 trusteeship of Tianjin Dongjiang Business Secretary Service Co., Ltd. Free Trade Division)
Business scope: enterprise management consulting. (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)
2. Main investors and related relationships: the limited partners are the leading operation and management team and key employees of central and the leading shareholders of central who have made significant contributions to their operation and development. It does not exclude the situation of including relevant personnel of the company. Based on the principle of substance over form and prudence, Huanyu leading No. 3 is recognized as the related party of the company.
3. Historical evolution and financial data: Huanyu leading No. 3 was established in January 2022, and there is no financial data of the latest year.
4. After inquiry, Huanyu leading No. 3 is not a dishonest executee.
(IV) 13 natural persons
1. Natural person: Shen Haoping
Position: Director of the company, vice chairman and general manager of central semiconductor, and leading chairman of central
Contact address: No. 12, Haitai East Road, Huayuan Industrial Zone (outside the ring), Tianjin New Technology Industrial Park
Affiliated relationship: as a director of the company, it constitutes an affiliated natural person in accordance with the relevant provisions of the stock listing rules of Shenzhen Stock Exchange.
2. Natural person: an Yanqing
Position: Director of central semiconductor, leading director of Central
Contact address: No. 12, Haitai East Road, Huayuan Industrial Zone (outside the ring), Tianjin New Technology Industrial Park
Affiliated relationship: according to the relevant provisions of the Listing Rules of Shenzhen Stock Exchange, it is not an affiliated party of the company.
3. Natural person: Wang Yanjun
Title: central leading vice chairman and general manager
Contact address: Dongyi Avenue, Yixing Economic and Technological Development Zone
Affiliated relationship: according to the relevant provisions of the Listing Rules of Shenzhen Stock Exchange, it is not an affiliated party of the company.
4. Other 10 natural persons
Title: leading management team and key employee of Central
Contact address: Dongyi Avenue, Yixing Economic and Technological Development Zone
Affiliated relationship: according to the relevant provisions of the Listing Rules of Shenzhen Stock Exchange, it is not an affiliated party of the company.
After inquiry, 13 natural persons such as Shen Haoping, an Yanqing and Wang Yanjun are not dishonest Executees.
3、 Basic information of the target company
(I) basic information
Company name: central leading semiconductor materials Co., Ltd
Unified social credit Code: 91320282ma1uq5xr2l
Registered capital: 900 million yuan
Company domicile: Dongyi Avenue, Yixing Economic and Technological Development Zone
Company nature: limited liability company (Hong Kong, Macao and Taiwan investment, non wholly owned)
Legal representative: Shen Haoping
Date of establishment: December 14, 2017
Operation period: December 14, 2017 to December 13, 2037
Business scope: technical R & D, manufacturing and sales of semiconductor materials, special electronic materials, semiconductor devices and special equipment for semiconductor devices; Technology development and technology transfer in the fields of new materials, electronics and information, and mechatronics; 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); Foreign investment with self owned funds; Semiconductor production and testing equipment leasing. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
(II) main financial data of the latest year and the first period
As of December 31, 2020, the total assets are 8020.8711 million yuan and the total liabilities are 483.2638 million yuan; In 2020, the operating revenue was 1089261700 yuan and the net profit was 103279700 yuan (audited). As of September 30, 2021, the total assets are 8854.7274 million yuan and the total liabilities are 802.0744 million yuan; From January to September 2021, the operating revenue was 1479222300 yuan and the net profit was 58.6187 million yuan (Unaudited). (III) changes in equity structure before and after capital increase
Unit: 10000 yuan
Before and after the capital increase
Name of shareholder subscribed shareholding ratio capital increase amount subscribed shareholding ratio capital book
Tianjin Zhonghuan Semiconductor Co., Ltd. 270000 30.00% 0 270000 26.67% company
Central Hong Kong Holdings Limited 270000 30.00% 0 270000 26.67%
Tin investment (Hong Kong) Limited 150000 16.67% 0 150000 14.81%
Wuxi Industrial Development Group Co., Ltd. 120000 13.33% 0 120000 11.85%
Zhejiang Jingsheng Mechanical & Electrical Co.Ltd(300316) 90,000 10.00% 0 90,000 8.89%
Tianjin Huanyu leading enterprise management 21060 20250 2.00% consulting partnership (limited partnership)
Tianjin Huanyu leading No.2 enterprise management 21060 20250 2.00% consulting partnership (limited partnership)
Tianjin Huanyu leading No. 3 enterprise management 65000 62500 6.17% consulting partnership (limited partnership)
Shen Haoping, an Yanqing, Wang Yanjun and other 9880 9500 0 0.94% 13 natural persons
Total 900000 100.00% 117000 1012500 100.00%
4、 Pricing policy and basis of transaction
According to the assets appraisal report (gzlpbz (2022) No. 3-0001) issued by guozhonglian assets appraisal Land Real Estate Appraisal Co., Ltd.: on the benchmark date of May 31, 2021, the value of all shareholders’ equity involved in the capital increase and share expansion of Zhonghuan leading semiconductor materials Co., Ltd. is 8039872200 yuan by using the income method, The amount in words of RMB is: eight billion thirty-nine million eight hundred seventy-two thousand two hundred yuan only, with an increase of 208295400 yuan compared with the book value and an increase rate of 2.66%.
Prior to this capital increase, the registered capital of central leading was 90000 million yuan. After consultation with the trading parties, the capital increase price was determined as 1.04 yuan / registered capital of 1 yuan based on the assessed price of each registered capital, and the pricing method was fair and reasonable.
5、 Main contents of this capital increase agreement
1. Capital increase method and price
In order to implement this capital increase, it is agreed to set up employee stock ownership platforms, Huanyu leading No. 1, Huanyu leading No. 2, Huanyu leading No. 3 and 13 other relevant natural persons to participate in the capital increase of central leading. The total amount of capital increase is 1170 million yuan, of which 1125 million yuan is included in the registered capital and 45 million yuan is included in the capital reserve, The specific arrangements are as follows: the registered capital of central leading increased from RMB 900 million to RMB 10125 million, and the new registered capital was subscribed by 13 natural persons such as Shen Haoping, an Yanqing and Wang Yanjun, as well as the employee stock ownership platforms Huanyu leading No. 1, Huanyu leading No. 2 and Huanyu leading No. 3, The capital increase price is RMB 1.04/registered capital (the price is determined with reference to the value of assessed shareholders’ equity on May 31, 2021 as the base date).
2. Source of capital increase
This capital increase is self owned or self raised. The company does not provide financial assistance or guarantee for employees’ loans.
3. Purpose of capital increase
