China Net Finance, December 14th Yesterday, the listed company Visionox (**002387SZ) issued the "Announcement on the Transfer of Hebei New Display Industry Development** (Limited Partnership) Share and Related Party Transactions", which shows that it has signed the "Partnership Property Share Transfer Agreement" with Great Wall Trust, and intends to transfer 1 billion shares of Hebei Display ** held by Great Wall Trust, and the transfer** is about RMB 100.4 billion yuan (100,393..)750,000 yuan).
According to the announcement, Visionox Technology Co., Ltd. *** referred to as "Visionox") held the 32nd meeting of the second board of directors and the first extraordinary general meeting of shareholders in 2017 on April 25, 2017 and May 11, 2017 respectively, and deliberated and passed the "Proposal on Providing Repurchase and Credit Enhancement for the Capital Contribution of Hebei New Display Industry Development ** (Limited Partnership) Great Wall Trust Limited Partnership Share", and agreed that the company and Great Wall Xinsheng Trust Co., Ltd. (hereinafter referred to as "Great Wall Trust") signed the " Partnership Property Share Acquisition Agreement" and "Difference Make-up Agreement", Great Wall Trust, as a limited partner, intends to contribute 4 billion yuan to subscribe to the limited partnership share of Hebei New Display Industry Development (Limited Partnership) (hereinafter referred to as "Hebei Display**") initiated by Zhihe Capital Management *** (hereinafter referred to as "Zhihe Capital") as the **manager, and Visionox undertakes the obligation to make up the difference in the income of the limited partnership share held by Great Wall Trust and has the obligation to conditionally acquire the limited partnership share held by Great Wall Trust.
China Net Finance learned that Visionox held the 28th meeting of the sixth board of directors and the first extraordinary general meeting of shareholders in 2023 on January 17, 2023 and February 7, 2023 respectively, to deliberate and pass the "Proposal on the Transfer of Hebei New Display Industry Development ** (Limited Partnership) Share and Related Party Transactions", and agreed to sign the "Partnership Property Share Transfer Agreement" with Great Wall Trust to transfer 1 billion shares of Hebei Display held by Great Wall Trust and become Hebei Display of limited partners.
At the same time, since the actual controller of Zhihe Capital is Mr. Wang Wenxue, Mr. Wang Wenxue is a natural person who indirectly holds more than 5% of the shares of Visionox, and Zhihe Capital is the executive partner of Hebei Display **. According to the relevant provisions of the Listing Rules of the Shenzhen Stock Exchange, Zhihe Capital is an affiliated legal person of the company, forming a joint investment between the company and related parties, and the above transactions constitute connected transactions.
Visionox said that according to the "Acquisition Agreement of Partnership Property Share" and "Difference Compensation Agreement" signed between the company and Great Wall Trust Co., Ltd. in 2017, up to now, the company's partnership share of 3 billion yuan subscribed by Great Wall Trust in Hebei is accounted for as long-term payables. The company's repurchase of the 1 billion yuan partnership share held by Great Wall Trust is essentially to repay long-term payables, and the transaction pricing is fair and reasonable.
China Net Finance understands that the transfer of the subject share under this agreement** is: the subscription amount of the target share to be transferred + the expected income corresponding to the transfer date of the subject share. (Based on the completion of the industrial and commercial change procedures on January 31, 2024 or the receipt of the above transfer price by Great Wall Xinsheng Trust, it is approximately RMB100,393.)750,000 yuan, subject to the actual completion date) The taxes and fees arising from the transfer under this agreement shall be borne by Visionox in accordance with the law.
Visionox said that the transaction is the company's capital contribution to the limited partnership held by Great Wall Trust to repurchase, and after the completion of the share transfer, it will help reduce the company's asset-liability ratioHebei Display ** is mainly used to invest in the 6th generation AMOLED panel production line project operated by Gu'an Yungu, a holding subsidiary, and the company's share of Hebei Display ** can further enhance the company's control over Gu'an Yungu and meet the requirements of the company's overall development strategy.