Overview of the Internal Transfer of Subsidiary Equity
To optimize the overall resource allocation of Tianjin Jingwei Huikai Optoelectronics Co., Ltd. (hereinafter referred to as "the Company" or "Jingwei Huikai"), complete the aggregation of specific business segments, and enhance asset operation and strategic implementation efficiency, the Company intends to conduct an internal transfer of equity in its subsidiaries. This internal equity transfer aims to promote strategic implementation, reduce investment risks, and enhance the Company's sustainable development capabilities, aligning with the long-term development strategy and the interests of all shareholders. The specific details of the internal equity transfer are as follows: the business assets of the Company's electronic information segment will be aggregated through internal equity transfer to be directly held by the Company's wholly-owned subsidiary, Jingwei Huikai Technology (Shenzhen) Co., Ltd.; at the same time, non-electronic information segment assets and equity investments outside the Company's consolidation scope will be internally transferred to Tianjin Jingwei Huikai Optoelectronics Co., Ltd. or its subsequently established wholly-owned subsidiaries. After the completion of this internal equity transfer, the business assets of the electronic information segment within the Company's consolidation scope will be directly held by Jingwei Huikai Technology (Shenzhen) Co., Ltd. This internal equity transfer has been approved by the 18th meeting of the 6th Board of Directors, and the Board has authorized the management to handle the relevant matters of this equity transfer. According to the relevant provisions of the Shenzhen Stock Exchange GEM Listing Rules and the Company's Articles of Association, this internal equity transfer does not constitute a related party transaction, nor does it constitute a major asset reorganization as defined by the "Measures for the Administration of Major Asset Restructuring of Listed Companies." This matter does not reach the standards for review by the shareholders' meeting and does not involve changes in the consolidation scope.
Basic Information of the Parties Involved in the Equity Transfer
(1) Jiangsu Jingwei Huikai New Materials Technology Co., Ltd.
- Company Name: Jiangsu Jingwei Huikai New Materials Technology Co., Ltd. (hereinafter referred to as "Jiangsu New Materials")
- Registered Address: No. 61, Xikang South Road, Dafeng District, Yancheng City, Jiangsu Province
- Legal Representative: Xie Xiaopeng
- Registered Capital: 100 million RMB
- Unified Social Credit Code: 91320982MAD5F58X1E
- Company Type: Limited Liability Company (Hong Kong, Macao, Taiwan Investment, Non-Wholly Owned)
- Established Date: November 29, 2023
- Business Scope: General projects: manufacturing of high-performance fibers and composite materials; R&D of emerging energy technologies; R&D of new material technologies; R&D of electronic special materials; manufacturing and sales of electronic special materials; promotion services for new material technologies; sales of plastic products (except for projects that require approval according to law, operating activities independently according to business licenses).
Note: The Company's wholly-owned subsidiary Jingwei Huikai Technology (Shenzhen) Co., Ltd. and NEW VISION DISPLAY (HONGKONG) LIMITED collectively hold 100% equity in Jiangsu New Materials; the Company intends to transfer the 100% equity held by Jingwei Huikai Technology (Shenzhen) Co., Ltd. and NEW VISION DISPLAY (HONGKONG) LIMITED to Tianjin Jingwei Huikai Optoelectronics Co., Ltd. or its subsequently established wholly-owned subsidiaries at book value.