Stock code: 300328 Stock abbreviation: Yian Technology Announcement Number: 2021-005
Announcement of Dongguan Yian Technology Co., Ltd. on the abandonment of its holding subsidiary Dongguan Yihao Metal Material Technology Co., Ltd. Part of the equity transfer pre-emption right and related party transactions
The company and all members of the board of directors guarantee the truthfulness, accuracy and completeness of the information disclosed, and there are no false records, misleading statements or major omissions.
1. Overview of this transaction
(1) Basic information
Dongguan Yihao Metal Material Technology Co., Ltd. (hereinafter referred to as "Yihao Metal") has a registered capital of RMB 92.25 million. The shareholders are Dongguan Yi'an Technology Co., Ltd. (hereinafter referred to as the "Company" or "Yian Technology") and Shenzhen Zircon Material Technology Co., Ltd. (hereinafter referred to as "Zircon Material"). Yi'an Technology holds 60% equity of Yihao Metal and is its controlling shareholder; Zircon Materials holds 40% equity of Yihao Metal and is its shareholding shareholder.
Zircon Materials intends to transfer its 16.00%, 8.00%, and 16.00% equity interests in Yihao Metal to Liquid Metal Co., Ltd. (hereinafter referred to as "Liquid Metal") and Shenzhen Yastable Technology Investment Co., Ltd. (hereinafter referred to as "Asia Wen Technology"), Shenzhen Yiding Materials Partnership (Limited Partnership) (hereinafter referred to as "Yiding Materials") (hereinafter referred to as "the transaction"). According to the "Company Law" and other relevant regulations, the company enjoys the right of preemption under the same conditions and prices for the above-mentioned equity of Yihao Metal. The company mainly considered Yihao Metal's current operating conditions and liquid metal industry development plans to give up the above-mentioned preemptive right to purchase shares.
After the above equity transfer is completed, the equity structure of Yihao Metal is as follows:
Shareholder name
Yian Technology
Liquid metal
Metastable Technology
Total (2) Description of Association Relationship
Subscribed capital contribution (ten thousand yuan) 5,535
1,476
738
9,225
Investment ratio 60.00% 16.00% 8.00%
100.00%
Shenzhen Yiding Materials Partnership
(Limited Partnership)
1,476
16.00%
The liquid metal in the above-mentioned equity transferee is an enterprise wholly-controlled by the company’s chairman Li Yangde. According to the “Shenzhen Stock Exchange’s Growth Enterprise Market Stock Listing Rules”, the “Articles of Association” and other relevant regulations, the company abandons Zircon Materials and intends to hold it. The transfer of 16.00% of Yihao Metal's equity to Liquid Metal constitutes a related transaction, but does not constitute a major asset reorganization as required by the "Management Measures for Major Asset Reorganizations of Listed Companies".
(3) Approval status
On March 29, 2021, the company held the tenth meeting of the fourth board of directors, and reviewed and approved the "Proposal on Giving up Partial Equity Transfer Preemption Rights and Related Transactions of Dongguan Yihao Metal Material Technology Co., Ltd., a holding subsidiary", and agreed The company waived the right of first refusal under the same conditions in this transaction. Associated director Li Yangde abstained from voting on this proposal. Independent directors issued independent opinions recognized and agreed in advance. The proposal is within the scope of the company's board of directors' approval authority and does not need to be submitted to the shareholders meeting for deliberation.
2. The basic situation of the parties to the transaction
(1) Transferor
1. Name: Shenzhen Zircon Material Technology Co., Ltd. 2. Unified Social Credit Code: 914403000940647339
3. Registered capital: RMB 10 million
4. Legal representative: Song Jia 5. Domicile: Building A, Huangge North Road, Tianan Longgang Digital City, Longgang Central City, Longcheng Street, Longgang District, Shenzhen
Block 504-1 6. Business scope: General business items are: R&D and sales of automation equipment and powder metallurgy products; metal materials
R&D and sales of materials, molds, mechanical equipment, hardware products, security equipment, electronic products, computer equipment and software, electromechanical equipment and electronic components; engaged in information technology, electronic products, biotechnology, chemical products, building materials, mechanical equipment Technical development and technical consultation in the field; business information consultation; domestic trade; import and export business (except for projects prohibited by laws, administrative regulations, and decisions of the State Council, and restricted projects can only be operated after obtaining permits)
7. Date of establishment: March 26, 2014
8. Ownership structure: Song Jia invested 5.53 million yuan, with a capital contribution ratio of 55.30%; Shenzhen Yiding Materials Partnership (Limited Partnership) invested 300,000 yuan, with a capital contribution ratio of 3.00%; Zhou Tie contributed 4.17 million yuan with a capital contribution ratio of 41.70%
(2) Transferee 1. Liquid Metal Co., Ltd.
(1) Name: Liquid Metal Co., Ltd. (2) Address: Room 906, Datong Building, 8 Fleming Road, Wanchai, Hong Kong (3) Registered capital: HKD10,000,000 (4) Business scope: investment holding
(5) Date of establishment: February 12, 2016 (6) Ownership structure: Li Yangde, holding 100% of the shares The above transferee has an associated relationship with the company.
2. Shenzhen Yastable Technology Investment Co., Ltd.
(1) Name: Shenzhen Yastable Technology Investment Co., Ltd. (2) Unified Social Credit Code: 91440300MA5GK8LW7T
(3) Registered capital: RMB 10 million
(4) Legal representative: Gao Li
(5) Residence: 26th Floor, Block A, Union Square, No. 5022, Binhe Avenue, Fushan Community, Futian Street, Futian District, Shenzhen
2611B17 (6) Business scope: general business projects are: investment and establishment of industries, high-tech industry investment, new material industry projects
Project investment (the specific project will be declared separately); investment consulting; information consulting; business information consulting; business management consulting; new material technology development, technology transfer, and technology consulting. (Except for projects prohibited by laws, administrative regulations, and decisions of the State Council, restricted projects can only be operated after obtaining permits). Permitted operating projects are: none
(7) Date of establishment: January 06, 2021 (8) Ownership structure: Gao Li invested 10 million yuan, with a capital contribution ratio of 100.00%. The above transferee does not have an associated relationship with the company.
3. Shenzhen Yiding Materials Partnership (Limited Partnership) (1) Name: Shenzhen Yiding Materials Partnership (Limited Partnership) (2) Unified Social Credit Code: 91440300MA5FUQAX85
(3) Registered capital: RMB 1 million
(4) Executive partner: Song Jia (5) Address: Building 3, Jinlong Mingyuan, No. 2038, Bixin Road (Longgang Section), Nanlian Community, Longgang Street, Longgang District, Shenzhen
1 Unit 9B
(6) Business scope: The general business items are: research and development and sales of chemical products, polymer materials, fiber materials and processes and equipment; technical development of protective materials; sales of coatings and fireproof materials.
(7) Date of establishment: October 15, 2019
(8) Ownership structure: Song Jia contributed 600,000 yuan, and the proportion of capital was 60%; Li Wuguo contributed 400,000 yuan, and the proportion of capital was 40%
The above-mentioned transferee does not have an associated relationship with the company.
Third, the basic situation of the target company
(1) Name: Dongguan Yihao Metal Material Technology Co., Ltd. (2) Unified social credit code: 914419003232314010
(3) Registered capital: RMB 92.25 million
(4) Legal representative: Zeng Weichu
(5) Domicile: No. 151, Xiwang Industrial Zone, Tiantangwei Village, Fenggang Town, Dongguan City (6) Business scope: metal materials, molds, mechanical equipment, hardware products, security equipment, electronic products,
R&D, production and sales of electromechanical equipment and electronic components, mold design; production and sales: powder metallurgy products; technology development, technical consultation, technical services, and technology transfer of information technology, electronic products, biotechnology, and mechanical equipment; business information consultation, import and export of goods ,Technology Import and Export. (Projects that are subject to approval in accordance with the law can only be carried out after approval by relevant departments)
(7) Date of establishment: November 13, 2014
(8) Equity structure (before the transaction): Yi'an Technology paid-in capital of 55.35 million yuan, with a capital contribution ratio of 60%; Zircon Materials paid-in capital of 36.9 million yuan, with a capital contribution ratio of 40%
(9) The main financial indicators of the most recent year and the first period:
project
December 31, 2019 (audited)
September 30, 2020 (unaudited)
Total assets
Total liabilities
Net assets
project
91,408,437.86 61,547,176.11 29,861,261.75 January-December 2019
unit: yuan
144,941,150.54 74,365,900.10 70,575,250.44 January-September 2020
Operating income Total profit Net profit
(Audited) 86,548,550.62 -24,966,153.36 -24,848,165.79
(Unaudited) 156,606,443.47 47,515,310.43 40,713,988.69
(10) Yihao Metal is not a person to be executed for dishonesty.
4. Pricing policy and transaction price of this transaction
According to the asset appraisal report (assessment number: Dongxin Pingbaozi (2021) No. 1008) issued by the appraisal agency Dongguan Dongxin Asset Appraisal Firm (General Partnership), all shareholders of Yihao Metal are on the appraisal base date in November 2020. The assessed value on the 30th was 102,724,900 yuan.
The price of this transaction is based on the evaluation value on the evaluation base date of the above evaluation report, and is finally determined after friendly negotiation between the parties to the transaction. It complies with relevant laws and regulations and does not harm the interests of the company and all shareholders.
5. Reasons for the transfer of equity, purpose of the transaction and impact on the company
(1) Reasons for the transfer of equity
1. The transferee of Yihao Metal's 16.00% equity is liquid metal mainly based on the following considerations: Liquidmetal Technologies, Inc. (Liquid Metal Co., Ltd.)
(Hereinafter referred to as "LQMT") is the world's top bulk amorphous metal research and development and commercialization enterprise, with the world's core and most comprehensive intellectual property rights related to bulk amorphous metals. Yihao Metal is capable of designing the composition of liquid metal materials, smelting of parent alloys, designing and manufacturing precision molds, precision machining, surface treatment, and manufacturing liquid metal vacuum forming equipment. Yihao Metal has been deeply involved in the liquid metal industry for many years, and has accumulated rich industrialization experience in the development of liquid metal application market, the expansion of end customers at home and abroad, the development of structural products and mass production. Liquid metal's transfer of the above-mentioned equity of Yihao Metal is conducive to integrating LQMT's intellectual property advantages and Yihao Metal's liquid metal industrialization resources, realizing the docking of R&D and industrialization, increasing the technological content and added value of Yihao Metal's liquid metal products, and continuing to expand the liquid metal In the metal product market, accelerating the industrialization process of liquid metal is in line with the company's development strategy.
2. The transferee of Yihao Metal's 8.00% equity is Metastable Technology mainly based on the following considerations:
Liquid metal conforms to the direction of “Made in China 2025”, is highly strategic and has a large market demand. Metastable Technology is particularly optimistic about the development prospects of the liquid metal industry.
3. The transferee of Yihao Metal's 16.00% equity is Yiding Materials mainly based on the following considerations:
Yiding Materials is one of the existing shareholders of Zircon Materials. This transaction is beneficial to strengthen the existing shareholders of Zircon Materials and Yihao
The deep binding between metals, coordination of resources, and accelerating the development of Yihao Metal's liquid metal industrialization.
(2) Purpose of the transaction and impact on the company
The company's decision to give up the right of first refusal to transfer the 40.00% equity of Yihao Metal, its holding subsidiary, is mainly based on comprehensive consideration of Yihao Metal's current operating conditions and liquid metal industry development plan, which is in line with the company's development strategy.
After the above equity transfer is completed, the company still maintains actual control of Yihao Metal and does not change the company’s consolidated statements
range. This waiver of the right of first refusal will not affect the company’s rights and interests in Yihao Metal, and will not affect the company’s production and operation.
It has a major impact, and there is no situation that damages the rights and interests of the company and small and medium shareholders.
If the company does not give up the right of first refusal to transfer the 40.00% equity of Yihao Metal, its controlling subsidiary, it shall bear the obligation to pay the consideration to the equity transferor for the transfer of the above-mentioned equity.
6. The total amount of various related transactions that have occurred with the related party from the beginning of the year to the date of disclosure
Except for this related party transaction, from the beginning of this year to the disclosure date, the total amount of various related party transactions that have occurred between the company and the related party is RMB 0.00.
7. Prior recognition and independent opinions of independent directors
(1) Prior recognition
The independent directors of the company believe that: the company’s abandonment of its holding subsidiary Yihao Metal’s right of preemption during the transfer of other shareholders’ equity has not harmed the interests of the company and other shareholders, especially small and medium shareholders, and will not affect the company’s independence or The company's ability to continue operations has a significant impact. We agree to the company’s abandonment of the right of preemption in the transfer of other shareholders’ equity of the holding subsidiary Yihao Metal, and the "Regarding the abandonment of the preemptive right of part of the equity transfer of Dongguan Yihao Metal Material Technology Co., Ltd. The "Proposal" was submitted to the tenth meeting of the company's fourth board of directors for deliberation.
(2) Independent opinions
The independent directors of the company believe that: this time the company gives priority to the transfer of other shareholders of Yihao Metal's holding subsidiary
The purchase right is mainly a decision made by comprehensively considering Yihao Metal's current operating conditions and the development plan of the liquid metal industry.
After the above equity transfer is completed, the company’s shareholding ratio of Yihao Metal remains unchanged, and remains its controlling shareholder.
Yihao Metal's rights and interests and normal production and operation will not have a significant impact. The price of this related party transaction was fair and fulfilled
The necessary approval procedures are legal and effective, and comply with the "Shenzhen Stock Exchange’s Rules for the Listing of Stocks on the Growth Enterprise Market", "Shenzhen
The Guidelines for the Standardized Operation of Companies Listed on the Growth Enterprise Market of the Stock Exchange and the Articles of Association and other relevant regulations do not damage the public
The situation of the interests of companies and shareholders, especially small and medium shareholders. We unanimously agree that the company abandons the holding subsidiary Yihao Metal part
The right of pre-emption of equity transfer and related transactions.
8. Opinions of the Board of Supervisors
Upon review, the Board of Supervisors believes that: the company’s abandonment of the right of first refusal to transfer shares of other shareholders of Yihao Metal’s holding subsidiary is beneficial to the development of the company’s liquid metal industry and is in the interests of the company and all shareholders; the transaction price is fair and reasonable. The approval procedures are legal and compliant, and comply with the "Company Law" and other relevant laws, regulations, regulatory documents and the "Articles of Association".
9. Sponsor's verification opinions
After verification, the sponsor believes that the transaction price is fair and reasonable, and the approval procedure is legal and compliant, and it complies with relevant laws, regulations, regulatory documents and the Articles of Association of the Company.
X. Documents for reference
(1) "Resolutions of the 10th Meeting of the Fourth Board of Directors of Dongguan Yian Technology Co., Ltd." (2) "Resolutions of the Ninth Meeting of the Fourth Board of Supervisors of Dongguan Yian Technology Co., Ltd." (3) "Dongguan Yian Technology Co., Ltd. The independent directors of the company limited by shares related to the tenth meeting of the fourth board of directors of the company
Opinions on Pre-Recognition of Matters" (4) "Independent Directors of Dongguan Yian Technology Co., Ltd. Regarding the Tenth Meeting of the Fourth Board of Directors of the Company
Independent Opinions on Matters" (5) "China Securities Co., Ltd. Regarding Yi'an Technology's abandonment of its holding subsidiary Dongguan Yihao Metal Materials Co., Ltd.
Opinions on the Verification of Partial Equity Transfer Pre-emption Rights and Related Transactions of the Materials Technology Co., Ltd.
Special announcement.
Board of Directors of Dongguan Yian Technology Co., Ltd.
March 29, 2021
