Securities code: 002886 securities abbreviation: Shenzhen Wote Advanced Materials Co.Ltd(002886) Announcement No.: 2022-007 Shenzhen Wote Advanced Materials Co.Ltd(002886)
Announcement on capital increase and acquisition of Shenzhen Huabao biomaterial Technology Co., Ltd
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 foreign investment
Shenzhen Wote Advanced Materials Co.Ltd(002886) (hereinafter referred to as "the company") recently signed the capital increase agreement with Ni Zhuo and Shenzhen Huabao biomaterial Technology Co., Ltd. (hereinafter referred to as "Huabao biology"), and the company plans to use its own capital of 21 million yuan to increase the capital of Huabao biology in stages (hereinafter referred to as "the transaction"). After the completion of this transaction, the company will hold 70% equity of Huabao biology.
According to the relevant provisions of the Listing Rules of Shenzhen Stock Exchange and the articles of association, this transaction has been deliberated and approved by the general manager's office meeting of the company, does not need to be deliberated and approved by the board of directors of the company, does not constitute a related party transaction, 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 approved by relevant departments.
2、 Basic information of counterparties
Ni Zhuo, male, born in 1963, Chinese nationality, without permanent residency abroad, graduated from Jilin University (Bachelor, Master) and Swansea University (Doctor). He has successively served as Senior Chemist / Material Engineer of Litton system Canada, Neste Canada, 3M Canada, American optimization, member of American Society of materials and American Chemical Society, and part-time / visiting professor of Jilin University, Heilongjiang University, Harbin University of technology and Daqing Petroleum University. He is currently a professor and doctoral supervisor of the school of chemistry and chemical engineering of Shenzhen University, and the editorial board of journals such as journal of Shenzhen University, biological orthopedic materials and clinical research, chemistry and adhesion, daily chemical industry and China tissue engineering research. He is mainly engaged in microcapsule chemistry and molecular engineering design, polymer materials and processes, biomaterials and technology, etc.
Before the completion of this transaction, Ni Zhuo was the controlling shareholder and actual controller of Huabao biology, directly holding 100% equity of Huabao biology. Ni Zhuo has no relationship or interest arrangement with the company and its controlling shareholders, actual controllers, directors, supervisors and senior managers. Ni Zhuo has no relationship with the company and its top ten shareholders in terms of property rights, business, assets, creditor's rights and debts, personnel, etc., nor any other relationship that may or has caused the company to favor its interests, nor is he listed as a dishonest executee.
3、 Basic information of transaction object
Company name: Shenzhen Huabao biomaterial Technology Co., Ltd
Unified social credit Code: 91440300ma5fwbw67a
Company type: limited liability company (sole proprietorship of natural person)
Legal representative: Ni Zhuo
Date of establishment: October 23, 2019
Registered capital: 1 million yuan (before this transaction)
Registered address: 17e, building 36, building 36-39, Qianhai garden, No. 288 Taoyuan Road, Qianhai community, Nantou street, Nanshan District, Shenzhen
Business scope: general business items are: research and development of biomaterials, functional materials and composite materials and their technical services; China Trade (excluding exclusive, exclusive and controlled commodities); Operate import and export business (except for items prohibited by laws, administrative regulations and decisions of the State Council, and restricted items can be operated only after obtaining permission). Before and after this transaction, the equity structure of Huabao biology is as follows:
Before and after this transaction
shareholder
Proportion of capital contribution (10000 yuan) proportion of capital contribution (10000 yuan)
Ni Zhuo 100.00 100.00% 700.00 30.00%
Shenzhen water new material Co., Ltd
Total 100.00 100.00% 2333.33 100.00%
Main financial data of Huabao biology in recent two years:
Unit: RMB 10000
Project year 2021 (Unaudited) year 2020 (Unaudited)
Total assets 0.96 1.26
Total liabilities 0.00 0.50
Net assets 0.96 0.76
Operating income 0.00 0.00
Net profit 0.20 -0.24
There is no relationship between Huabao biology and the company. Upon inquiry, Huabao biology is not listed as a dishonest executee. The subject equity of this transaction is free from mortgage, pledge or other third-party rights, major disputes, litigation or arbitration, seizure, freezing and other judicial measures. The articles of association and other documents of Huabao biology do not contain provisions restricting shareholders' rights other than laws and regulations.
4、 Pricing basis of transaction
According to the appraisal report on the value of all equity assets of shareholders of Shenzhen Huabao biomaterial Technology Co., Ltd. involved in the proposed capital increase of Shenzhen Huabao biomaterial Technology Co., Ltd. Shenzhen Wote Advanced Materials Co.Ltd(002886) issued by Zhongshui Zhiyuan Asset Appraisal Co., Ltd., an asset appraisal institution with securities and futures qualification, with the number of Zhongshui Zhiyuan pingbao Zi [2021] No. 010358, The benchmark date of this transaction is December 31, 2021. On the benchmark date of December 31, 2021, the value of all shareholders' equity of Huabao biology determined by the asset-based method is RMB 1320200, an increase of RMB 1310600 over the book net assets.
5、 Main contents of the contract
Party A: Shenzhen Wote Advanced Materials Co.Ltd(002886) (hereinafter referred to as "capital increase party" or " Shenzhen Wote Advanced Materials Co.Ltd(002886) ") Party B: Ni Zhuo (hereinafter referred to as "original shareholder")
Party C: Shenzhen Huabao biomaterial Technology Co., Ltd. (hereinafter referred to as "target company" or "Huabao biomaterial")
1. Party A agrees to increase the capital of the target company by 21 million yuan in monetary form in stages, of which 16.333333 million yuan is used as the new registered capital of the target company and 4.666667 million yuan is included in the capital reserve. 2. Party B agrees to contribute RMB 8.704286 million in currency or all patents or know-how related to polymer materials and medical materials it holds to the target company in stages. At that time, the target company shall be responsible for hiring an asset appraisal institution to evaluate the aforesaid patents or proprietary technologies used for capital contribution, and Party A and Party B shall provide assistance. Party B shall first make up the unpaid registered capital before the capital increase, and then contribute 7.714286 million yuan to increase the capital of the target company, of which 6 million yuan is used as the new registered capital of the target company and 1.714286 million yuan is included in the capital reserve.
3. The target company shall, within 10 working days after the effectiveness of this agreement, amend the articles of association and complete the change registration procedures of this capital increase in accordance with the provisions of this Agreement (after this capital increase, Party A shall register with the relevant registration authority as a shareholder holding 70% of the equity of the target company).
4. Party A contributes to the target company with monetary capital. The monetary capital increase of 21 million yuan will be paid according to the following rhythm:
Payment amount (10000 yuan)
The first phase of capital increase of 300.0000 shall be paid within 10 working days after the agreement takes effect
The second phase of capital increase of 500.0000 takes into account the medical device registration certificate and production license of the target company (including but not limited to medical device business license, health food approval certificate of capital increase of 500.0000 in the third phase, hygiene license of disinfection product manufacturer and other government licenses) The acquisition and production and operation need to be paid, which shall be subject to the resolution of the shareholders' meeting of the target company for the fourth phase of capital increase of 800.0000
Total 2100.0000
5. Party B shall value the patents or know-how related to polymer materials and medical materials held by Party B in currency. Starting from the second capital contribution paid by Party A to the target company, Party B shall make capital contribution to the target company at the same time. The rhythm of capital contribution is as follows:
Contribution amount (10000 yuan)
(yuan)
Party B shall make a synchronous contribution to the target company with Party A's phase II contribution of 5 million yuan. First, Party A shall make a full contribution of 3132857 yuan to the registered capital that has not been paid in before the capital increase, and the remaining 2142857 yuan shall be used as the contribution of Party B's subscribed new registered capital under this agreement
214.2857 yuan was invested in the second phase and 5 million yuan was invested in the third phase of Party A to the target company
The third phase contribution of 3428572 yuan is synchronized with the fourth phase contribution of 8 million yuan of Party A to the target company
Total 870.4286
6. If Party B or the target company violates this agreement before Party A pays the capital increase price, Party A has the right to unilaterally terminate this agreement, no longer invest the capital increase money, and require Party B and the target company to compensate for the losses.
7. After the capital increase, the target company will set up a board of directors. There are 3 members of the board of directors tentatively, including 2 recommended by Party A and 1 recommended by Party B, and appointed by the shareholders' meeting. The chairman, general manager and financial director shall be recommended by Party A and appointed by the board of directors; Other senior managers shall be jointly recommended by Party A and Party B and appointed by the general manager.
8. After the phased capital increase is completed, if the asset liability ratio of the target company exceeds 50% or further funds are required due to business, Party A and Party B shall increase the capital simultaneously according to the equity ratio or jointly negotiate to introduce other strategic investors. If one party does not agree to further capital increase at that time, it will be deemed that the party automatically waives the right of capital increase or agrees to introduce other strategic investors selected by the other party, and its equity will be diluted by the other party or other strategic investors. 9. In the early stage of the target company's operation, Party A will provide the target company with functional support services such as finance, human resources, legal affairs and public affairs, and transition to independent responsibility for various functions according to the operation stability of the subsequent target company. In principle, this early stage of operation shall not exceed 2 years.
10. Party A shall provide the target company with the required office and production land and relevant technology, equipment and management support within the group. The site rental fee shall be determined with reference to the same type of property in the place where the lease is located, which shall be settled by the target company and Party A. the area and rent of office and production land shall be separately agreed in the lease agreement signed by the target company and Party A; Technology, equipment and management support according to the actual needs, the target company shall sign a service agreement with Party A and the subordinate companies controlled by Party A.
11. Party B promises that all patents and know-how related to polymer materials and medical materials owned by the target company before the completion of this capital increase are as follows. There are no relevant patents and know-how not disclosed to Party A. the target company has all legal rights to all the above patents and know-how, and the target company does not need to pay any additional fees Remuneration and consideration. If there is any dispute or infringement on the patents and know-how currently owned by the target company, Party A has the right to require Party B and the target company to compensate for the losses, and has the right to unilaterally stop paying the remaining capital contribution to the target company.
12. After the completion of this capital increase, the target company will be the only cooperation platform for Party B in polymer materials and medical materials; All inventions, creations and proprietary technologies related to polymer materials and medical materials developed by Party B in the target company belong to service inventions, and the target company has all its legal rights. After the completion of this capital increase, during the period of cooperation with Party A, Party B will no longer carry out any form of commercial cooperation with any institution, team or individual other than Party A, including but not limited to equity cooperation, technology transfer cooperation or industrialization cooperation.
13. Party B promises that Party B's foreign equity cooperation during his tenure in Shenzhen University does not violate the relevant provisions of the Ministry of education and Shenzhen University, and the equity cooperation is true, legal and effective. If the cooperation between Party A and Party B is adversely affected by Party B's employment in Shenzhen University or causes certain losses to Party B and the target company, Party A has the right to unconditionally interrupt the cooperation with Party B and require Party B to compensate. Party B will work full-time in the target company and fully operate the target company for 2 years after retirement from Shenzhen University.
6、 Other arrangements involving this transaction
This transaction does not involve personnel resettlement and land leasing. There will be no related party transactions after the completion of the transaction
