At the same time, Xinghui Precision intends to raise no more than 768 million yuan in total funds for the issuance of shares to no more than 5 eligible specific objects, which is mainly used to pay for the cash consideration for this transaction. This transaction related expenses and Zebao R&D Center Project construction. The company's stock will not resume trading.
According to statistics, Xing Hui Precision was established in 1994 and successfully landed on the GEM in June 2015. The company's production of slides, hinges and other hardware products are widely used in furniture, electrical appliances, industrial equipment, financial equipment, automobiles, IT and other industries. It is a reliable cooperative partner of Stanley, Haier, Midea, Vantage, Wanhe, Tongrun, BYD, Quanyou, Sofia, Royal Furniture and other well-known domestic and foreign enterprises. Currently, Xinghui Precision adopts all kinds of advanced production equipment, Automatic hinge production line, Taiwan imported high-precision slide roller forming punching integrated automatic production line, automatic slide assembly production line.
The target company Shenzhen Zebao is a well-known cross-border export B2C e-commerce company. It mainly develops and sells products such as power supply, Bluetooth audio, and small household appliances through Amazon and other third-party e-commerce platforms. More than 95% of its business income goes through Amazon. Implementation of the platform. According to the “Assessment Report” issued by Zoomlion, taking into account factors such as dividends and capital increase on cash-for-target assets, the price of 100% equity of Zebao was determined to be RMB 1.53 billion, which is a relatively high value-added ratio of 324.79%.
According to the disclosure, this transaction also sets performance gambling. The promised net profits of Zebao in 2018, 2019 and 2020 are respectively not less than 108 million yuan, 145 million yuan and 190 million yuan, and a total of 443 million yuan. The parties also agreed that if the net profit actually accumulatively completed during the three-year period of the performance commitment period exceeds the sum of the three-year cumulative net profit, it agrees to reward 35% of the excess amount to the management that the company continues to remain in the target company when the performance promise expires. Layer staff.
Xinghui Precision stated that after the completion of the reorganization, Zebao will become a wholly-owned subsidiary of Xinghui Precision. The main business structure of the listed company will form a 'two-wheel drive' model of 'precision manufacturing + cross-border e-commerce'.
Before the transaction, the couples of Cai Yuxi and Xie Xiaohua accumulated 50.83% of the shares of Xinghui Precision through Hoshino Investment, and were the actual controllers of the listed company. After the completion of the transaction, the couples of Cai Yuxi and Xie Xiaohua will still hold Xinghui Precision through Hoshino Investment. 33.11% of the shares are still the actual controllers of the listed company. Therefore, this transaction did not result in a change in the control of the listed company and does not constitute a backdoor listing.