Securities code: 002638 securities abbreviation: Dongguan Kingsun Optoelectronic Co.Ltd(002638) Announcement No.: 2022-011 Dongguan Kingsun Optoelectronic Co.Ltd(002638)
Announcement on supplementary consideration of changes in registered capital 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
1. Basic information
From December 2016 to June 2020, Dongguan Kingsun Optoelectronic Co.Ltd(002638) (hereinafter referred to as the “company”) planned to acquire the 100% equity project of nit Education Group (hereinafter referred to as the “Aidi project”) held by Aidi education acquisition (Cayman) Limited. Due to various factors, the transaction scheme was adjusted for many times, As a result, Shanghai QINSHANG Energy Saving Lighting Co., Ltd. (hereinafter referred to as “Shanghai Qinshang”), a wholly-owned subsidiary of Dongguan Kingsun Optoelectronic Co.Ltd(002638) (hereinafter referred to as “the company”) Dongguan Heming Venture Capital Co., Ltd. (hereinafter referred to as “Heming venture capital”) and Ningbo Meishan free trade port Rongxiang equity investment center (limited partnership) (hereinafter referred to as “Ningbo Rongxiang”) conducted changes in registered capital and completed relevant industrial and commercial change registration procedures during this period.
2. Review procedure
The company held the 22nd Meeting of the 5th board of directors and the 12th meeting of the 5th board of supervisors on January 25, 2022, and considered and adopted the proposal on supplementary consideration of changes in registered capital of subsidiaries. This proposal needs to be submitted to the next general meeting of shareholders for deliberation.
2、 Description of changes in registered capital of subsidiaries and reasons
(I) in 2017, the company participated in the establishment of Ningbo Rongxiang. The subscribed capital of the company did not exceed 800 million yuan, and the registered capital of Ningbo Rongxiang increased from 1 yuan to 3.129 billion yuan
Reason: on May 12, 2017, the company signed the cooperation agreement with Chengdu Dingxing quantum Investment Management Co., Ltd. and Hengqin Meijian Investment Management Co., Ltd., jointly funded the establishment of Ningbo Rongxiang, and Ningbo Rongxiang acquired Aidi education. The fund scale does not exceed 3.5 billion yuan. The company acts as LP and the subscribed capital scale does not exceed 800 million yuan. This matter has been deliberated and approved by the fifth meeting of the Fourth Board of directors and the third extraordinary general meeting of shareholders in 2017. For details, see the announcement on signing the cooperation agreement published on the designated information disclosure media on May 15, 2017.
(II) in July 2017, the registered capital of Heming venture capital increased from 1 million yuan to 3.501 billion yuan
Explanation of reasons: as Ningbo Rongxiang is a limited partnership, overseas investment is subject to many restrictions. In order to improve the transaction efficiency, the transaction scheme is changed to Heming venture capital in the form of Ningbo Rongxiang capital increase to a limited liability company, and Heming venture capital is replaced as the buyer for acquisition.
(III) in November 2017, the registered capital of Shanghai Qinshang increased from 10 million yuan to 3.51 billion yuan. The reasons are: the approval procedures of overseas delivery mode are many and time-consuming. In order to improve the transaction efficiency, it is agreed to change the overseas delivery mode to domestic delivery mode, design the domestic delivery transaction structure and negotiate relevant agreements under this new mode, At the same time, Shanghai Qinshang, a wholly-owned subsidiary of the company registered in Shanghai, is determined to comply with the national regulatory requirements on the place where the funds leave the country as the transaction buyer under the domestic delivery mode. Therefore, Rongxiang equity investment has increased the capital of Shanghai Qinshang.
(IV) in January 2018, the registered capital of Dongguan Heming was reduced from 3.501 billion yuan to 1 million yuan
Explanation of reason: according to the transaction plan, since Heming venture capital is no longer needed as the buyer, Heming venture capital reduces its capital to 1 million, and the shareholder is changed from the company and Ningbo Rongxiang to the company.
(V) in September 2021, the registered capital of Ningbo Rongxiang was reduced from 3.129 billion yuan to 801 million yuan, and that of Shanghai Qinshang was reduced from 3.51 billion yuan to 10 million yuan
Explanation of reasons: in June 2020, the fourth meeting of the Fifth Board of directors and the 2019 annual general meeting of shareholders deliberated and approved the proposal on terminating the acquisition of 100% equity of Eddie education. The company signed the “died of release and settlement” with the counterparty to terminate the acquisition. Therefore, Ningbo Rongxiang and Shanghai Qinshang reduced their capital.
3、 Impact on the company
The above registered capital changes are to meet the development needs of the company’s acquisition projects, will not have a significant impact on the company’s normal production and operation, and are in line with the interests of the company and all shareholders. There is no situation that damages the interests of the company and all shareholders.
4、 Documents for future reference
1. Resolutions of the 22nd Meeting of the 5th board of directors;
2. Independent opinions of independent directors on matters related to the 22nd Meeting of the Fifth Board of directors;
3. Resolution of the 12th meeting of the 5th board of supervisors.
It is hereby announced.
Dongguan Kingsun Optoelectronic Co.Ltd(002638) board of directors January 25, 2022
