Core Notice: Dongguan Jin Sheng Precision Components Co., Ltd. on the transfer of wholly-owned subsidiary of Dongguan Huajing Powder Metallurgy Co., Ltd. part of the announcement of the Company and the Board of Directors to ensure that all members of the information disclosure
Dongguan Jin Sheng Precision Components Co., Ltd
Notice on the Transfer of Partial Equity of Dongguan Huajing Powder Metallurgy Co., Ltd
The Company and all the members of the Board of Directors ensure that the contents of the information disclosure are true, accurate and complete, without false records, misleading statements or material omissions.
Dongguan Jin Sheng Precision Components Co., Ltd. (hereinafter referred to as the “Company”) to implement the company’s intelligent manufacturing strategy to attract and retain outstanding talent to promote the long-term development of wholly-owned subsidiary,
(Hereinafter referred to as “Huating MIM”), the details are as follows:
First, the transaction overview
(2017) No. 2-0426 Asset Evaluation Report The results of the evaluation of the total equity value of Huaying MIM are submitted to the wholly-owned subsidiary of Huajing MIM The core management staff Mr. Peng Yiping transfer of 10% stake in Huating, the transfer price of 1,313.02 million (unit: RMB, the same below); to Huajing MIM part of the joint management of the joint venture established in Dongguan City, China and Europe Industrial Investment Co., Ltd. (hereinafter referred to “China Europe Industrial”) transfer Huachen MIM 7% stake in the transfer price of 9,191,200 yuan. After the transfer of part of the shares, the company will hold 83% stake in Huating MIM. The equity transfer transaction will not lead to changes in the scope of the consolidated statement of the Company.
On June 17, 2017, the 5th meeting of the 4th Board of Directors of the Company examined and approved the Proposal on Transferring Partial Equity of Dongguan Huajing Powder Metallurgy Co., Ltd., a wholly-owned subsidiary of the Company, and agreed that the transfer
Huating MIM part of the equity related matters.
The transfer of part of the equity interest in the wholly-owned subsidiary of the Company does not involve the related party transactions and does not constitute a major asset reorganization stipulated in the Measures for the Administration of Major Assets Reorganization of Listed Companies. According to “Shenzhen Stock Exchange GEM shares
The Listing Rules shall be implemented and shall not be submitted to the Shareholders’ General Meeting for deliberation.
Second, the basic situation of the other counterparties
1, Mr. Peng Yiping basic situation
Mr. Peng Yiping, born in 1979, Chinese nationality, no right of abode, bachelor degree. In October 2007 to join the company, in 2013 to participate in the preparation of Huating MIM, served as senior manager, deputy general manager, the current Huajing
MIM general manager.
As at the date of this announcement, Mr. Peng Yiping did not hold the shares of the Company except for the 13,000 shares of restricted shares granted by the Company’s 2016 Restricted Stock Incentive Plan, with directors, supervisors, senior management,
There is no relationship between the actual controller and other shareholders who hold more than 5% of the shares. Mr. Peng Yiping has not been punished by the CSRC and other relevant departments and has been punished by the stock exchange.
Form, there is no “Shenzhen Stock Exchange GEM listed companies standardized operation guidelines” Article 3.2.3 of the situation.
2, the basic situation of China and Europe
Name: Dongguan City, China and Europe Industrial Investment Co., Ltd
Unified Social Credit Code: 91441900MA4W5NTH7E
Residence: Dongcheng Street, Dongguan City, Niushan Community Niushan Foreign Economic and Industrial Park, Wei Feng Road, Building 2, Building C, 2nd Floor, 203
Type of company: limited liability company (natural person investment or holding)
Legal representative: Peng Yiping
Registered capital: RMB 10 million
Date of establishment: January 13, 2017
Business scope: Industrial investment; Enterprise management consulting; Enterprise investment adviser; Accounting consulting; Equity investment.
Shareholders and contribution ratio:
Name of shareholder Amount of contribution (RMB’0000) Contribution ratio (%)
Peng Yiping 600 60.00%
Zhang xiaomin 200 20.00%
Huang Yu 200 20.00%
Corporate governance structure: China and Europe Industrial shareholders, composed of all shareholders, the company’s highest authority. China and Europe Industrial Board of Directors, 3 members, elected by the shareholders meeting; director of three years, the term expires,
Can be re-elected. China Europe Industrial Co., Ltd. 1, by the board of directors to produce, the board is responsible. China and Europe Industrial without a board of supervisors, a supervisor 1, by the shareholders of the employment, each term of three years, the term expires,
May be reappointed by the appointed party.
Third, the basic situation of the subject matter of the transaction
1, Name: Dongguan Huajing Powder Metallurgy Co., Ltd.
2, unified social credit code: 91441900079533263L
3, the residence: Dongguan City, Dongcheng Street Niushan Industrial Park, Wei Feng Road on the 2nd
4, the type of company: limited liability company (foreign-invested enterprises legal person sole proprietorship)
5, the legal representative: Wang Jian
6, the registered capital: 70 million yuan
7, the date of establishment: September 16, 2013
8, the scope of business: powder metallurgy product research and development, design, manufacturing, sales, related special equipment, tooling die and raw and auxiliary materials production and sales of technical advisory services; communications products, computers, auto parts and components of research and development, Production, sales, software design, sales; medical equipment research and development, design; import and export of goods, technology import and export; medical equipment production, production, packaging, processing, sales, and other products related to the production of automated equipment research and development, production, Sales.
9, the shareholders and the proportion of investment:
Name of shareholder Amount of contribution (RMB’0000) Contribution ratio (%)
Dongguan Jin Sheng Precision Components Co., Ltd. 7,000 100.00%
10, Financial status: According to Zhonghua Certified Public Accountants (Special General Partnership) issued by the public word (2017) No. 4086 “Dongguan Huajing Powder Metallurgy Co., Ltd. 2016 and 2017 January-March financial statements and audit report” , Huating MIM last year a financial data:
Item 31 March 2021, December 31, 2016
Total assets 191,978,559.87 175,187,937.04
Total liabilities 96,361,645.38 84,986,007.62
Net assets 95,616,914.49 90,201,929.42
Project 2017 first quarter of 2016
Operating income 59,491,250.21 185,191,728.12
Net profit 5,414,985.07 14,386,576.69
(2017) No. 2-0426 issued by the State Public Assets Appraisal Land Real Estate Appraisal Co., Ltd. The shareholders of Dongguan Huajing Powder Metallurgy Co., Ltd. to be involved in the equity payment of Dongguan Huajing Powder Metallurgy Co., Ltd. All the equity value of the assets of the assessment report: the use of income method to assess the results as a final assessment conclusion, the assessment date on March 31, 2017, Huajing MIM shareholders of the total value of 13,302,900 yuan assessment, value-added rate of 37.32%.
11, Huajing MIM contingent: Huaying MIM did not occur external guarantees, did not involve major litigation and arbitration matters.
12, the company holds a 100% stake in Huating MIM, the transaction does not exist significant controversy, litigation or arbitration matters, there is no seizure, freezing and other judicial measures or other equity disputes.
Fourth, the main content of the transaction
The main contents of this transaction are as follows:
1, the subject matter of the transaction: Huaguhen MIM part of the equity (the company to Mr. Pang Yi Ping transfer of 10% stake in Huating MIM, China and Europe to trade transfer of Huachen MIM 7% stake).
2 , the amount of the transaction: the company to Mr. Peng Yiping transfer of 10% stake in Huating MIM, the transfer price of 1,313.02 million; China and Europe to transfer Huacheng MIM 7% stake in the transfer price of 9,191,200 yuan.
3. Pricing principle: The Company determines the transaction price of the corresponding proportion of equity according to the result of the assessment of the total equity value of Huaying MIM according to the asset appraisal institution.
4, payment methods and duration: Mr. Peng Yiping, China Europe Industrial Co., Ltd. will be signed in the equity transfer agreement within 10 working days from the date of the company to pay a one-time transfer of 100% of the price to the designated account.
5, the delivery of the subject matter of the delivery status, delivery and transfer time: the signing of the transaction agreement and Mr. Peng Yiping, China and Europe to pay off the transfer of shares, the company will be ten working days to assist the completion of the equity change transfer
Remember, and to the Huaping MIM registered to the industrial and commercial authorities for change registration.
6, the agreement effective time: the equity transfer agreement signed by both sides of the transaction and stamped with official seal after the entry into force.
7, breach of contract terms: any party to the transaction in violation of the provisions of the transaction agreement, in accordance with the provisions of the equity transfer agreement to bear the liability for breach of contract.
8, the special terms: equity transferee transferee equity, without the written consent of the transfer party, may not MC shares of any third party transfer, gift or pledge.
Without the written consent of the transferor, the transferee may not invest or engage in an organization or event that has a competitive relationship with the transferor or Huajing MIM and shall not serve or serve as an adviser in an organization that has a competitive relationship with the transferor or Huajing MIM Duties, breach of these terms of the transferee under the equity transfer agreement agreed to bear the liability for breach of contract.
The Company will sign an equity transfer agreement with Mr. Peng Yuping and Huayou Industry after the matter has been approved and approved. The specific content of the transaction to the final signing of the equity transfer agreement shall prevail.
5. Other arrangements involved in this transaction
1, the sale of shares does not involve staff placement, land leasing and so on.
2, after the completion of the transaction will not produce related party transactions and associated with the industry competition.
3, the transaction will not lead to changes in the scope of the company consolidated statements.
4, the sale of equity equity transfer will be used to supplement the company’s working capital.
Sixth, the purpose of the transaction and the impact on the company
The company transferred part of the shares of Huaying MIM, the company is fully implement the needs of intelligent manufacturing strategy. The company to Huajing MIM core management personnel and its investment in the establishment of China and Europe Industrial Huaxing MIM part of the shares, is conducive to stimulate the enthusiasm of wholly-owned subsidiary managers to attract and retain talents to promote the long-term development of subsidiaries. The pricing of the equity transfer transaction is fair and reflects the equity value of the subsidiary, and conforms to the principle of voluntariness, equality, mutual benefit, fairness and fairness, and is in the interests of the company and all shareholders.
VII. Review of opinions
1, the board of directors
On June 17, 2017, the 5th meeting of the 4th Board of Directors of the Company examined and approved the Proposal on Transferring Part of the Equity Interests of Dongguan Huajing Powder Metallurgy Co., Ltd., a wholly-owned subsidiary of the Company, and agreed that the transfer of Huating MIM Equity related matters.
In order to facilitate the implementation of the transfer of Huaying MIM part of the relevant matters, the company board of directors authorized vice chairman and general manager of Mr. Wang Jian Quanquan deal with the transfer of Huaying MIM part of the equity-related matters, the resulting legal and economic responsibility by all Company and China Crystal MIM bear. This authorization resolution is valid for one year and is calculated from the date of adoption by the board meeting.
2, the views of independent directors
The independent directors of the Company issued independent opinions on the independent opinions of the independent directors on the relevant matters of the fifth meeting of the fourth board of directors of the Company. The independent directors of the Company considered that:
The company to the wholly-owned subsidiary of Huajing MIM core management personnel and its investment in the establishment of enterprises to transfer part of the shares of Huaying MIM, according to Huaying MIM all rights and interests of the assessment of fair value, fair pricing. The equity transfer trading company to fully implement the needs of intelligent manufacturing strategy, is conducive to the implementation of incentives for talents to promote the long-term development of subsidiaries. The Company’s equity transfer transactions comply with the relevant laws and regulations, the provisions of the normative documents, in line with the interests of the company and all shareholders.
In summary, the independent directors of the company agreed to the transfer of wholly-owned subsidiary of the company part of the shares of the relevant matters.