Securities code: 002115 securities abbreviation: Sunwave Communications Co.Ltd(002115) Announcement No.: 2022-016 Sunwave Communications Co.Ltd(002115)
Announcement on the transfer of equity of participating companies
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、 Transaction overview
According to the letter on Approving the termination of listing of wittron Fire Safety Group Co., Ltd. in the National SME share transfer system issued by the National SME share transfer system Co., Ltd. (stock transfer system letter [2022] No. 145), Wittron Fire Safety Group Co., Ltd. (securities code: 833664, securities abbreviation: wittron) has terminated its listing in the national small and medium-sized enterprise share transfer system since January 26, 2022. Sunwave Communications Co.Ltd(002115) (hereinafter referred to as ” Sunwave Communications Co.Ltd(002115) ” or “the company”) holds 1007000 shares of vitrone (hereinafter referred to as “target equity”), and the company signed a share transfer agreement with Chengdu Detong Haiwei Information Technology Co., Ltd. (hereinafter referred to as “Chengdu Detong”) to repurchase the above shares, Both parties jointly determine that the transfer price of the subject shares (before tax) is 5.25 yuan / share, and the total share transfer amount is 5286750 yuan.
This equity transfer does not constitute a connected transaction, nor does it constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies. According to the relevant provisions of the Listing Rules of Shenzhen Stock Exchange and the articles of association, this transaction is within the approval authority of the chairman of the company and does not need to be submitted to the board of directors and the general meeting of shareholders for deliberation.
2、 Basic information of counterparty
1. Company name: Chengdu Detong Haiwei Information Technology Co., Ltd
2. Unified social credit Code: 91510100ma634cj650
3. Company type: limited liability company (invested or controlled by natural person)
4. Address: 1 / F, No. 666-34, Jincheng Avenue, Chengdu high tech Zone, China (Sichuan) pilot Free Trade Zone
5. Legal representative: Wang Haiyan
6. Registered capital: 500000 yuan
7. Date of establishment: November 23, 2021
8. Business scope: general items: information system integration services; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Software development; Data processing services; Industrial Internet data service; IC chip design and services; Internet of things application services; Integrated application system integration of satellite technology; Technology intermediary services; Information consulting services (excluding licensed information consulting services); Internet sales (except sales of goods requiring license); Sales of cloud computing equipment; Retail of computer software, hardware and auxiliary equipment; Sales of special equipment; Industrial control computer and system sales; Internet equipment sales; Sales of information security equipment; Digital video surveillance system sales; Sales of electronic products; Sales of intelligent unmanned aerial vehicles; Integrated circuit sales; Sales of industrial automatic control system devices; China trade agency; Contract energy management (except for projects subject to approval according to law, carry out business activities independently according to law with business license).
9. Equity structure: Wang yingbiao holds 60% equity of Chengdu Detong and Wang Haiyan holds 40% equity of Chengdu Detong.
10. Relationship: Chengdu Detong has no relationship with the company.
3、 Basic information of the transaction object
(I) overview of the subject matter of the transaction
1. Name of the underlying equity company: wittron Fire Safety Group Co., Ltd
2. Unified social credit Code: 91510000698873187m
3. Company type: joint stock limited company (unlisted, natural person investment or holding)
4. Address: No. 1599-9, West Avenue, hi tech Zone, Chengdu
5. Legal representative: Wang yingbiao
6. Registered capital: 82 million yuan
7. Date of establishment: December 25, 2009
8. Business scope: (the following scope does not include the pre license items, and the post license items are operated with the license or approval documents) the manufacturing of fire-fighting equipment and equipment; Engineering design and construction of fire fighting facilities; Safety technology prevention engineering design, installation, maintenance and technical consulting services; Computer service industry; Software industry; Import and export industry; Mechanical and electrical installation engineering and building intelligence engineering; Maintenance and inspection of fire-fighting facilities and fire safety assessment; Building materials manufacturing; Engineering materials consulting services; Road freight transportation; Commodity wholesale and retail. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments).
9. Financial data of the latest year and period:
Unit: Yuan
December 31, 2020 June 30, 2021
project
(audited) (Unaudited)
Total assets 759505513.87 732783826.46
Total liabilities 328720363.27 295930085.66
Attributable to shareholders of listed companies
430388909.31 436549799.11 net assets
January 1, 2020 to January 1, 2021
Project December 31, 2020 June 30, 2021
(audited) (Unaudited)
Operating income 386732138.82 109380172.11
Attributable to shareholders of listed companies
5724561.06 6160889.80 net profit
(II) description of ownership status
The subject matter of this transaction is the 1007000 shares of vitron held by the company. The property right of the transaction object is clear, there is no mortgage, pledge or other third-party rights, there is no major dispute, litigation or arbitration involving relevant assets, and no judicial measures such as sealing up or freezing have been taken.
4、 Main contents of equity transfer agreement
Transferor: Sunwave Communications Co.Ltd(002115) (hereinafter referred to as “party a”)
Transferee: Chengdu Detong Haiwei Information Technology Co., Ltd. (hereinafter referred to as “Party B”)
(I) share transfer arrangement
1. Party A voluntarily transfers 1007000 shares (accounting for 1.2280% of the total share capital of wittron) of “wittron Fire Safety Group Co., Ltd.” (hereinafter referred to as “wittron”) held by Party A to Party B in accordance with the agreement.
2. According to the audit results of the audit report of “TJS [2021] No. 11-205” (hereinafter referred to as the “audit report”) issued by Tianjian Certified Public Accountants (special general partnership) on June 17, 2021 on the financial statements of wittron as of December 31, 2020 (base date), the base date, The total owner’s equity attributable to the parent company in the consolidated balance sheet of wittron is 430388909.31 yuan, that is, the net assets per share is 5.25 yuan; Both parties agree that the transfer price of the subject shares is 5.25 yuan / share (before tax) after taking into account the book net asset value per share of vitron, the cost of Party A obtaining the subject shares of vitron 1.00 yuan / share and the current price of vitron shares in the secondary market, The total amount of share transfer is 5286750 yuan (in words: five million six hundred and seventeen thousand five hundred yuan only).
Both parties confirm that there are no human improper manipulation factors in the process and results of determining the share transfer price, and both parties have no objection to the base date of the audit report and the financial data source, audit subject, audit procedures and audit results.
(II) share delivery
1. Both parties agree to cooperate to complete the change record of the register of shareholders after the transfer of the subject shares (changed from Party A to Party B, i.e. the share delivery date) within 3 working days after the delisting of wittron shares in the National SME share transfer system; Within 30 days after the share delivery date, Party B shall pay the share transfer payment to Party A.
2. After the share delivery date, Party B shall legally and completely enjoy all rights and interests represented by the subject shares (including but not limited to all accumulated undistributed profits that should be shared in vitron according to such share shares. Such undistributed profits include the profits that have not been declared for distribution as of the signing date of this agreement and the profits that have been declared for distribution but have not been actually paid).
(III) responsibilities and obligations of Party A
1. Party A shall provide necessary cooperation and cooperation to Party B in handling the relevant legal procedures such as the registration of the change of the subject shares.
2. With respect to this share transfer, Party A shall perform its tax declaration and payment obligations to the Chinese tax authorities in accordance with the applicable laws, regulations and normative documents.
(IV) responsibilities and obligations of Party B
According to this agreement, Party B shall pay the share transfer payment to the account designated by Party A in time within 30 days after the share delivery date.
(V) liability for breach of contract
1. If Party B violates the agreement and delays in paying the share transfer payment to Party A, Party B shall pay liquidated damages for overdue payment to Party A according to 3 / 10000 of the total share transfer payment agreed in the contract every day. If it is overdue for more than 60 days, Party A has the right to terminate the contract and require Party B to pay liquidated damages to Party A according to 10% of the total share transfer payment.
2. If Party A violates the agreement, resulting in the failure of delivery of the subject shares on schedule, Party A shall pay liquidated damages for overdue payment to Party B according to 3 / 10000 of the total share payment agreed in the contract every day. If it is overdue for more than 60 days, Party B has the right to terminate the contract and require Party A to pay liquidated damages to Party B according to 10% of the total share transfer payment.
(VI) effectiveness of the agreement and others
1. After this agreement is signed by both parties, and the termination date of wittron specified in the letter on agreeing to terminate the listing of wittron’s shares in the national small and medium-sized enterprise share transfer system issued by the national small and medium-sized enterprise share transfer system takes effect.
5、 Pricing policy and basis of transaction
According to the equity transfer agreement signed by both parties, with the audit report issued by Tianjian Certified Public Accountants (special general partnership) on June 17, 2021, as of December 31, 2020 (base date), the total owner’s equity attributable to the parent company in wittron’s consolidated balance sheet was 430388909.31 yuan, that is, the net asset per share was 5.25 yuan; Both parties agree that the transfer price of the subject shares is 5.25 yuan / share (before tax) after taking into account the book net asset value per share of vitron, the cost of Party A obtaining the subject shares of vitron 1.00 yuan / share and the current price of vitron shares in the secondary market, The total amount of share transfer is 5286750 yuan (in words: five million six hundred and seventeen thousand five hundred yuan only). 6、 Transaction purpose and impact on the company
The equity transfer of the participating company is based on the current development plan of the company. The reasonable treatment of the equity of the participating company in the industrial chain of non corporate business can further improve the asset structure without damaging the interests of the company and shareholders. The transaction is not expected to have a significant impact on the company’s financial status and operating results, and the current profit is expected to increase by 4.2789 million yuan, The details shall be subject to the periodic report disclosed by the company.
7、 Documents for future reference
1. Equity transfer agreement
It is hereby announced.
Sunwave Communications Co.Ltd(002115) board of directors January 27, 2022
