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Securities code: 688023 Securities abbreviation: Anheng Information Announcement No.: 2024-071
Hangzhou Anheng Information Technology Co., Ltd
Announcement on Voluntary Disclosure of Acquired Assets
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or material omissions in the content of this announcement, and assume legal responsibility for the authenticity, accuracy and completeness of its content in accordance with the law.
Important Content Notes:
Hangzhou Anheng Information Technology Co., Ltd. (hereinafter referred to as the "Company" or "Anheng Information") intends to:
The consideration of its own funds of RMB 40 million participated in Hangzhou Shuangcheng Tongchuang Enterprise Management Partnership
(Limited Partnership) (hereinafter referred to as "Shuangcheng Tongchuang"), Chen Liya, Wang Bowen (collectively referred to as "Jiao".
Zhejiang Fanshuang Technology Co., Ltd. (hereinafter referred to as "Fanshuang Technology" or
"Target Company") with a total of 5.33% equity interest.
This transaction did not constitute a connected transaction and did not constitute a material asset restructuring.
The transaction does not need to be submitted to the board of directors or the general meeting of shareholders for approval. The transaction was agreed on a case-by-case basis
To complete the way of negotiation, it is still necessary to submit to the National Small and Medium-sized Enterprises Share Transfer System Co., Ltd. and
China Securities Depository and Clearing Corporation Limited submits a written application, which is confirmed by the National Equities Exchange and Quotations Corporation
Handle transfer registration with China Securities Depository and Clearing Co., Ltd.; The transaction is subject to work
Procedures for changing the registration of business.
Risk Warning: 1. If the performance of Fanshuang Technology in the future period does not meet expectations, a fair price may occur
value, which in turn adversely affects the company's net assets and operating results.
2. Subject to industrial policies, economic environment, industry cycles, market changes, and the operation and management of investment targets.
Affected by multiple factors such as post-investment management, there may be investment returns lower than expected, investment losses, and investment
Risk of capital failure.
1. Transaction Overview
(1) The basic information of the transaction
Recently, the company signed the "Share Transfer and Investment Agreement on Zhejiang Fanshuang Technology Co., Ltd." with Fanshuang Technology, Shu Xiaojun, Chen Liya, Wang Bowen, Shuangcheng Tongchuang, Hangzhou Shuanglian Enterprise Management Partnership (Limited Partnership), Hangzhou Fanshuang Tongchuang Enterprise Management Partnership (Limited Partnership), Ningbo Meishan Bonded Port Zhihui Shangqian Equity Investment Fund Partnership (Limited Partnership), Zhao Yanpeng, Cheng Hao, Hangzhou Caitong Xinruitai Equity Investment Partnership (Limited Partnership) and Chen Lingli; At the same time, the company signed a supplementary agreement with Shuangcheng Tongchuang and Shu Xiaojun on the Share Transfer and Investment Agreement of Zhejiang Fanshuang Technology Co., Ltd. The company intends to participate in the equity listing transaction of Fanshuang Technology with a registered capital of RMB 3.568 million held by Shuangcheng Tongchuang, Chen Liya and Wang Bowen at a consideration of RMB 40 million of its own funds. After this transaction, the company will hold 5.33% of the shares of Fanshuang Technology, which will become a shareholding company of the company.
This transaction does not constitute a related party transaction and does not constitute a major asset restructuring as stipulated in the Administrative Measures for the Material Asset Restructuring of Listed Companies.
(2) The purpose and reason of this asset transaction
The company plans to invest in the anti-drone business field to enter the low-altitude economic track through the transfer of 5.33% of the shares of Fanshuang Technology, and promote the in-depth cooperation between the company and Fanshuang Technology at the business level. With the help of ANHENG's own technical advantages in situational awareness and other products, the software and hardware of ANHENG Information and Fanshuang Technology are integrated
We provide users with integrated products, solutions and services such as low-altitude economic safety supervision and coordination, global safety monitoring and key security, and scenario-based safety operation platform development.
Through the establishment of a holding joint venture company jointly funded by Anheng Information and Fanshuang Technology, the development of anti-drone control platform, flight control platform and other software code related technologies and intellectual property rights are conducive to the gradual completion of R&D and technology accumulation in the field of low-altitude safety, and grasp the opportunity of rapid development of low-altitude economy.
(3) The decision-making and deliberation procedures of the transaction
The transaction does not need to be submitted to the board of directors or the general meeting of shareholders for approval. The transaction was completed by way of agreement transfer of specific matters, and a written application was still required to be submitted to the National Equities Exchange and Quotations Co., Ltd. and the China Securities Depository and Clearing Co., Ltd., which were confirmed by the National Equities Exchange and Quotations Corporation and then had in the China Securities Depository and Clearing Co., Ltd
Limited liability company to handle the transfer registration; The transaction still needs to go through the industrial and commercial change registration procedures.
Second, the basic information of the counterparty
(1) Double sincerity and co-creation
Company Name: Hangzhou Shuangcheng Tongchuang Enterprise Management Partnership (Limited Partnership)
Unified Social Credit Code: 91330110MA2KKX710N
Type of business: Limited partnership
Managing Partner Lina Jiang
The registered capital is 2 million yuan
Date of Establishment: 2021-09-28
Address: Room 116, Building 2, No. 364, Tongyun Street, Liangzhu Street, Yuhang District, Hangzhou, Zhejiang Province
Main business General projects: enterprise management (except for projects subject to approval in accordance with the law, with a business license in accordance with the law.)
Carry out business activities independently).
Shareholding structure: Cai Guiping holds 80% of the shares, Wang Lu holds 10% of the shares, and Jiang Lina holds 10% of the shares
(2) Chen Liya
Employer: Zhejiang Zhongguang Electric Appliance Group Co., Ltd
(3) Wang Bowen
Employer: Wuhan Zhongjian Real Estate Co., Ltd
As of the disclosure date of this announcement, there is no relationship between Shuangcheng Tongchuang, Chen Liya, Wang Bowen and the company in terms of property rights, business, assets, creditor's rights and debts, personnel, etc.; Shuangcheng Tongchuang and its actual controllers Jiang Lina, Chen Liya, and Wang Bowen were not listed as dishonest executors.
Third, the basic situation of the transaction target
(1) Transaction type
The subject of this transaction is a 5.33% stake in Fanshuang Technology. The transaction category belongs to the "purchase of assets" stipulated in the Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange.
(2) Brief introduction of the target company
1. The basic information of the target company
Company name: Zhejiang Fanshuang Technology Co., Ltd
Unified Social Credit Code 913301080773213395
Type of business: Other companies limited by shares (unlisted)
Legal representative: Shu Xiaojun
The registered capital is 66.9 million yuan
Date of Establishment: 2013-09-02
Residence: Room 801, Building 1, No. 112, Jinjiadu Road, Liangzhu Street, Yuhang District, Hangzhou, Zhejiang Province
General Projects: Technical Services, Technology Development, Technical Consulting, Technology Exchange, Technology Transfer,
technology diffusion; intelligent unmanned aerial vehicle manufacturing; sales of intelligent unmanned aerial vehicles; Information Inquiries
services (excluding licensing information consulting services); wholesale of computer hardware and software and auxiliary equipment;
sales of electronic products; sales of communication equipment; software development; computer system services; Information
system integration services; sales of information security equipment; information security equipment manufacturing; Network equipment
Fabricate; network equipment sales; cloud computing equipment manufacturing; cloud computing equipment sales; Communication devices
Main business: equipment manufacturing; sales of communication equipment; IoT device manufacturing; sales of IoT devices; Security
equipment manufacturing; security equipment sales; software outsourcing services; radar and ancillary equipment manufacturing;
sales of mobile communication equipment; mobile communication equipment manufacturing; manufacturing of electronic special equipment; other
electronic device manufacturing; sales of electrical equipment; Sales of industrial automatic control system devices (excludes
Except for projects subject to approval, independently carry out business activities in accordance with the law with a business license). permission
Projects: Category 1 value-added telecommunications services; Category II Value-added Telecommunications Services (subject to approval in accordance with the law
The business activities can only be carried out after the approval of the relevant departments, and the specific business projects are subject to review
The batch result shall prevail).
Whether it is a breach of judgment and is executed No
person
2. The equity structure of the target company
As of the date of this transaction, the shareholding structure of Fanshuang Technology is as follows:
Shareholders Subscribed Capital Contribution Proportion of Capital Contribution
(RMB)
Shu Xiaojun 22,422,000 33.52%
Hangzhou Shuanglian Venture Management Partnership (Limited Partnership) 11,250,000 16.82%
Hangzhou Fanshuang Tongchuang Enterprise Management Partnership (Limited Partnership) 9,000,100 13.45%
Hangzhou Shuangcheng Tongchuang Enterprise Management Partnership (Limited Partnership) 5,999,900 8.97%
Ningbo Meishan Bonded Port Area Zhihui Shangqian Equity Investment Fund Partnership (6,000,000 8.97%
Partnership Only)
Zhao Yanpeng 5,328,000 7.96%
Cheng Hao 2,250,000 3.36%
Hangzhou Caitong Xinruitai Investment Partnership (Limited Partnership) 1,500,000 2.24%
Chen Lingli 1,500,000 2.24%
Chen Liya 900,000 1.35%
Wang Bowen 750,000 1.12%
Total 66,900,000 100.00%
3. The main business of the target company
Fanshuang Technology, founded in 2013, has always focused on the field of intelligent security. Where double scientific and technological innovation breakthroughs
The two core technologies of wireless communication and big data application have developed a series of products such as IoT sensing, low-altitude safety, wireless signal control and big data application, provided three-dimensional prevention and control solutions with wireless technology as the core, and built a comprehensive wireless security system. Fanshuang Technology's products have been widely used in public security, military, energy and other industries, with a deep understanding of user needs, and a variety of low-altitude safety products have been launched, covering the security needs of a variety of industries in multiple dimensions and scenarios.
4. The ownership of the target company
As of the disclosure date of this announcement, the ownership of the target equity of this transaction is clear, and there is no mortgage, pledge and any other restriction on the transfer of the assets of the target company, no litigation, arbitration matters or judicial measures such as seizure and freezing, and no other circumstances that hinder the transfer of ownership.
5. The main financial data of the target company
The main financial data of the target company for the latest year and period are as follows:
Unit: 10,000 yuan
Metrics December 31, 2023 to September 30, 2024
/2023 / First three quarters of 2024
Total assets 31,205.34 33,000.96
Total liabilities 9,844.62 13,795.69
Attributable to owners of the parent company 21,371.99 19,201.43
Total Equity
Operating income 22,110.66 4,742.89
Net profit was 4,396.40 -2,427.07
Attributable to owners of the parent company 4,407.67 -2,396.75
net profit
Note: Among them, the financial data of the target company in 2023 has been audited by Tianjian Certified Public Accountants (Special General Partnership), and the "Audit Report" with a standard unqualified opinion (Tianjian Shen [2024] No. 7811) has been issued; Financial data for the first three quarters of 2024 are unaudited.
(3) The shareholding structure after the completion of the transaction
After the completion of this transaction, the shareholding structure of the target company is as follows:
Shareholders Subscribed Capital Contribution Proportion of Capital Contribution
(RMB)
Shu Xiaojun 22,422,000 33.52%
Hangzhou Shuanglian Venture Management Partnership (Limited Partnership) 11,250,000 16.82%
Hangzhou Fanshuang Tongchuang Enterprise Management Partnership (Limited Partnership) 9,000,100 13.45%
Ningbo Meishan Bonded Port Area Zhihui Shangqian Equity Investment Fund Partnership (6,000,000 8.97%
Partnership Only)
Zhao Yanpeng 5,328,000 7.96%
Hangzhou Shuangcheng Tongchuang Enterprise Management Partnership (Limited Partnership) 4,081,900 6.10%
ANHENG Information 3,568,000 5.33%
Cheng Hao 2,250,000 3.36%
Hangzhou Caitong Xinruitai Equity Investment Partnership (Limited Partnership) 1,500,000 2.24%
Chen Lingli 1,500,000 2.24%
Total 66,900,000 100.00%
Fourth, the transaction pricing
The transaction price is based on the listing price of Fanshuang Technology's New Third Board, and the overall valuation of Fanshuang Technology is determined to be 750 million yuan, taking into account various factors such as Fanshuang Technology's future profitability, operating conditions, and strong industry competitiveness. Therefore, the pricing of this transaction follows the requirements of market rules and relevant laws and regulations, and there is no harm to the rights and interests of the company and minority shareholders.
5. The main content of the transaction agreement
(1) The subject of the agreement
1. Party A (transferee): Hangzhou Anheng Information Technology Co., Ltd
2. Party B (target company): Zhejiang Fanshuang Technology Co., Ltd
3. Party C (actual controller of the target company): Shu Xiaojun
4. Party D (Transferor):
Ding Fang (1): Chen Liya
Ding Fang (2): Wang Bowen
Ding Fang (3): Hangzhou Shuangcheng Tongchuang Enterprise Management Partnership (Limited Partnership)
5. Party E (other shareholders of the target company):
Party E (1): Hangzhou Shuanglian Enterprise Management Partnership (Limited Partnership)
Party E (2): Hangzhou Fanshuang Tongchuang Enterprise Management Partnership (Limited Partnership)
Party E (3): Ningbo Meishan Bonded Port Area Zhihui Shangqian Equity Investment Fund Partnership (Limited Partnership)
E Fang (5): Cheng Hao
Party E (6): Hangzhou Caitong Xinruitai Equity Investment Partnership (Limited Partnership)
E Fang (7): Chen Lingli
(2) Transaction price and method
The company intends to acquire a total of 5.33% of the equity of Fanshuang Technology held by Shuangcheng Tongchuang, Chen Liya and Wang Bowen and all related rights and interests at a price of 40 million yuan through the national small and medium-sized enterprise share transfer system by way of agreement transfer of specific matters.
Party D (3) transferred 1,918,000 shares of the target company held by it to Party A (hereinafter referred to as the "Transfer of Old Shares in the Previous Period"); Party D (1) and Party D (2) transferred a total of 1,650,000 shares of the target company held by them to Party A (hereinafter referred to as the "last round of old share transfer"). In this share transfer, the number and proportion of shares transferred by each transferor to Party A are as follows:
Number of shares of the transferor Transfer price (RMB) Accounting for the total shares of the target company
(shares) ratio
Hangzhou Shuangcheng Tongchuang Enterprise Management 1,918,000 15,761,143.50 2.87%
Partnership (Limited Partnership)
Chen Liya 900,000 13,221,194.46 1.35%
Wang Bowen 750,000 11,017,662.05 1.12%
Total 3,568,000 40,000,000.00 5.33%
(3) Payment method and payment period
1. Party A shall pay 50% of the share transfer consideration (the first installment of the share transfer price) to the transferor parties within five working days after all the following conditions are fulfilled (unless Party A waives the relevant conditions in writing, and such waiver shall not affect the rights of Party A to its remedies under this Agreement or under the law):
(1) Party A has obtained the approval of its internal decision-making body for the transaction and has been recognized/approved by external regulatory authorities (if necessary);
(2) The parties successfully completed the signing and delivery of the transaction documents, including this agreement, the shareholders' agreement, the new company's shareholder register and the relevant matters required to complete the transaction or signed at the request of Party A
other ancillary agreements, resolutions and other documents (if any); The target company has fulfilled the necessary internal procedures for the transaction (i.e., the resolution of the general manager's office meeting on the establishment of the joint venture company, and the issuance of the company's shareholder register containing Party A);
(3) Since the date of signing this agreement, there has been no material adverse impact on the target company;
(4) C, D and the target company have not violated their representations and warranties or other violations of this agreement;
(5) Party C and the Target Company have issued a Letter of Confirmation of Satisfaction of the Transaction Preconditions to Party A and provided corresponding proof to prove that all the preconditions mentioned in items (2) to (5) above have been satisfied.
2. Within five working days after the following conditions are fulfilled (unless Party A waives the relevant conditions in writing, such waiver shall not affect its rights to its remedies under this Agreement or under the law), Party A shall pay the transferor the remaining share transfer price (the second share transfer price):
(1) the conditions precedent to Section 1 above are continuously met;
(2) The following closing matters have been completed:
a. The target company shall, within 15 days after the effective date of this agreement, issue a register of shareholders of the target company after the transfer of shares reflecting the provisions of this agreement. And the share transfer registration procedures for this transaction shall be handled by the Beijing Branch of China Securities Depository and Clearing Co., Ltd. before the payment of the second phase of the share transfer price. The completion date of the aforesaid procedures is the closing completion date of the delivery of the shares (hereinafter referred to as the "Closing Date"). Each party shall actively cooperate with the registration and filing procedures for matters related to this Agreement, including signing the necessary documents and providing the necessary documents or information.
b. The target company shall issue a capital contribution certificate to Party A, record Party A in the register of shareholders of the target company, and submit a copy of the register of shareholders to Party A.
c. The accumulated undistributed profits of the target company before the delivery date shall be jointly enjoyed by Party A and the existing shareholders according to the proportion of shares of the target company held after the share transfer.
d. The share transfer is an indivisible whole and will be implemented at the same time. Notwithstanding the foregoing, with the written consent of Party A, the transfer of old shares in the previous period may go through the registration procedures for changing the registration before other old share transfers, and Party A shall separately perform the corresponding obligation to pay the consideration for the transfer of shares after the relevant preconditions for the transfer of old shares in the previous period and the transfer of old shares in the previous round are fulfilled or exempted.
(3) The transferor of the natural person has obtained the confirmation document of the tax department on the amount of tax to be withheld and paid by Party A for the tax payable involved in the share transfer;
(4) Party C and the target company have issued a "Confirmation Letter of Satisfaction of Transaction Prerequisites" to Party A and provided corresponding proof to prove that all the preconditions mentioned in items (1) to (3) have been satisfied.
(4) Performance commitments and compensation measures
1. Party C undertakes that the target company will achieve the following net profits in each period during the performance commitment period:
Phase 1: Audited net profit attributable to owners of the parent company in 2025 of not less than $40 million;
Phase II: Audited net profit attributable to owners of the parent company in 2026 of not less than $60 million;
Phase III: Audited net profit attributable to owners of the parent company in 2027 of not less than $80 million.
If the actual net profit is lower than the above-mentioned promised net profit, Party C shall compensate Party A in accordance with the standards agreed in this Agreement.
2. After the completion of the share transfer, the target company shall hire an accountant with securities business qualifications
and within 4 months of the expiration of each period of the performance commitment period (i.e. 2026, 2027, 2028, respectively).
by April 30) to provide a special audit report in a timely manner to determine the actual net profit of the target company during the commitment period. If the actual net profit of the target company during the commitment period does not reach the committed net profit of the current period, Party A has the right to choose to require Party C to compensate Party A in the form of shares, cash or part of the shares plus part of the cash held by the target company, as calculated as follows:
(1) Share-based compensation: The number of shares to be compensated by Party C shall be determined within 10 days after the disclosure of the audited financial report of each period of the target company during the performance commitment period, and Party C shall transfer the number of shares to Party A or a third party designated by Party A free of charge.
The number of shares to be compensated in the current year = ([cumulative committed net profit as of the end of the current period - cumulative realized net profit as of the end of the current period) ÷ the sum of the committed net profit of each period during the compensation period ×cash consideration for the transaction] ÷ average price per share of the share transfer - the number of compensated shares
When the number of shares to be compensated calculated in each year is less than 0, the value will be taken according to 0, that is, the shares that have been compensated will not be reversed.
(2) Cash compensation method: The amount of cash to be compensated shall be calculated and determined according to the following formula:
The amount of cash to be compensated in the current year = ([cumulative committed net profit as of the end of the current period - cumulative actual net profit as of the end of the current period) ÷ the sum of the committed net profit of each period during the compensation period ×cash consideration for this transaction] - the number of shares compensated by Party A * the average price per share of the share transfer - the number of cash compensated.
When the amount of cash to be compensated calculated in each year is less than 0, the value is taken as 0, that is, the cash that has been compensated is not reversed
Return.
3. If the actual net profit of the target company during the performance commitment period does not reach the promised net profit for the current period, Party A shall, after the issuance of the special audit report for the current period, notify Party C in writing to perform the share or cash compensation obligation to Party A for the current period. Within 30 days after receiving the notice from Party A, Party C shall compensate Party A in a lump sum of shares and/or cash at the request of Party C.
4. Share repurchase
(1) In the event of any of the following circumstances, Party A also has the right to require Party C to repurchase the shares of the target company held by Party A at the price agreed in the agreement:
a. After the expiration of the performance commitment period, the cumulative promised net profit of the target company during the performance commitment period has not been completed;
b. The actual net profit of the target company in any period of the performance commitment period is less than 80% of the promised net profit of the period;
c. The target company fails to achieve a qualifying IPO and cannot be listed on the A-share market by 31 December 2028
mergers and acquisitions;
d. The target company fails to submit to the shareholders' meeting before June 30 of each year the jointly approved report of the previous year
The standard unqualified audit report of the accounting firm (except for the one-time issuance of the audit report of 3 years plus one period due to the technical reasons of the target company's IPO preparation agreed by Party A in writing, and the annual audit report will not be issued temporarily);
e. Without approval, the target company conducts material transactions or guarantees with the controlling shareholder, Zhao Yanpeng and its affiliates that are detrimental to the investors, resulting in losses of the target company reaching or exceeding RMB 2 million;
f. The controlling shareholder of the target company and his immediate family members working in the target company transfer the property of the target company, misappropriate funds, evade capital contributions, illegally occupy the assets of the target company, or other major personal criminal offenses;
g. The controlling shareholder of the target company before the target company completes a qualified IPO or is acquired by an A-share listed company
Any direct or indirect disposal (including but not limited to transfer, gift, pledge, trust, trusteeship) of the shares of the target company directly held or indirectly controlled by the target company in any way, resulting in a change in the actual controller, except with the consent of Party A;
h. The shares (including direct and indirect holdings) held by Party C are reduced to less than 30% or the status of the largest shareholder is lost, except for the shares agreed by Party A or the target company is acquired by an A-share listed company;
i. The target company has or has committed major financial violations, which have not been corrected within the time limit, including but not limited to inflating income or profits, understating or omitting payables, falsifying, altering or altering accounting vouchers or accounting books, and receiving and paying off-the-books funds;
j. The target company has been entrusted or entered into bankruptcy proceedings, resulting in the suspension of business for more than 3 months or other circumstances that prevent normal operation;
k. The target company, its controlling shareholders and the directors and senior management of the target company have committed major administrative penalties (the amount of more than RMB 2 million or less than the amount but will lead to the results described later in this paragraph is regarded as a material) or criminal violations in violation of laws and regulations, and such major administrative or criminal violations have caused substantial obstacles to the target company's application for a qualified IPO or acquisition by an A-share listed company in China, which cannot be eliminated;
l. If the right to repurchase shares of the target company enjoyed by other shareholders is triggered, as of one month after the right to repurchase the shares of the target company is exercised, there is uncertainty in the fulfillment of the repurchase right or the relevant claims and debts have not been settled;
m. Other circumstances agreed in the transaction documents of this share transfer.
(2) Calculation method of the repurchase price:
The amount of the repurchase price = all the cash consideration paid by Party A for the share transfer + the cash consideration paid by Party A for the share transfer * 7% * the number of days from the date of payment of the consideration to the completion of the payment of the repurchase price / 365 - the amount of cash compensation actually paid by the performance compensation obligor - the accumulated cash dividends (tax included) obtained by Party A during the holding period
(3) Party C shall pay the purchase price to Party A within 90 days from the date of Party A's request for acquisition. Party A agrees that when Party A makes a repurchase request, Party C may either perform its obligations under this clause on its own, and with the consent of the third party, it may also designate in writing a third party with actual performance ability (unless the third party does not include the target company) with the actual performance ability to acquire the shares of Party A at the above price.
5. The cash consideration in the above formula shall be the total price of the share transfer of 40 million yuan.
(5) Other arrangements
Within 15 days from the date of signing this agreement, Party B shall, in accordance with its articles of association, foreign investment management system and other internal management systems, agree to establish a low-altitude economic safety base with Party A in Binjiang District, Hangzhou City, to engage in low-altitude economic business scenarios, and to provide users with integrated products such as low-altitude economic safety supervision and coordination, global safety monitoring and key security, and scenario-based safety operation platform development through the joint venture company integrating the comprehensive strength of software and hardware of Anheng Information and Fanshuang Technology. The general manager's office meeting shall be resolved on matters related to the limited liability company of the program and service business (hereinafter referred to as the "joint venture company") (including but not limited to the signing of the joint venture agreement, articles of association and other necessary documents). Within 30 days after the effective date of this agreement, the industrial and commercial registration procedures of the joint venture company shall be completed.
As of the disclosure date of this announcement, the joint venture company has been established.
(6) Conditions and time for the agreement to take effect
The provisions of this Agreement on the establishment of the joint venture, the effective arrangement, the liability for breach of contract, the rescission and termination of the agreement, force majeure and the application of law, dispute resolution and notification shall come into force upon the signature and seal of all parties to this Agreement; Except for the foregoing, this Agreement shall come into force on the date when all of the following conditions are met:
1. All parties have signed and sealed (signed by a natural person, signed and stamped with the official seal by the legal representative or authorized representative of the legal person, and signed and stamped with the official seal by the executive partner or authorized representative of the partnership);
2. The Shareholders' Agreement signed by Party A and the existing shareholders on matters such as the corporate governance of the target company and the special rights arrangements of the previous rounds of investors has been signed and has come into effect;
3. The Joint Venture Agreement signed by Party A and Party B on matters related to the joint venture company has been signed and has come into effect.
(7) Liability for breach of contract
If either party breaches the contract, the non-breaching party has the right to pursue the liability of the breaching party for breach of contract and has the right to take one or more of the following remedies to protect its rights:
1. Require the breaching party to actually perform;
2. Suspend the performance of obligations and resume performance after the breaching party's breach of contract is eliminated; The suspension of performance by the non-breaching party in accordance with this paragraph shall not constitute a non-performance or delay in performance by the non-breaching party;
3. Require the breaching party to compensate the non-breaching party for all losses suffered by the non-breaching party due to its breach of contract (including reasonable expenses incurred to avoid losses).
4. The benefits obtained by the breaching party due to the breach of this agreement shall be paid to the non-breaching party as compensation;
5. Other remedies stipulated by laws and regulations or this Agreement.
6. Other arrangements related to the transaction
The counterparty of this transaction has no related relationship with the company, and this transaction does not involve related party transactions; There will be no competition with related parties, and there will be no external guarantee or non-operating capital occupation by the company and its subsidiaries.
7. The purpose of the transaction and its impact on the company
(1) Impact on financial condition and operating results
The Company intends to designate Fanshuang Technology as an investment in non-trading equity instruments measured at fair value and its changes through other comprehensive income, which will not be included in the scope of the Company's consolidation. Based on the amount, investment direction and investment progress of this transaction, this transaction will not have a significant impact on the company's cash flow, will not affect the normal operation of the company's main business, will not have a substantial impact on the company's daily production and operation, and will not have a significant impact on the company's current operating performance.
(2) The impact on the company's scientific and technological innovation ability and competitiveness
By investing in Fanshuang Technology and focusing on the field of low-altitude safety, the company can make full use of the technology accumulation of Fanshuang Technology in the field of intelligent security, which will help promote the industrial integration of network security and intelligent security and the application of information security in the field of low-altitude economy. Through the integration of talents, technology, software and hardware resources of ANHENG Information and Fanshuang Technology, we provide customers with a full range of solutions covering low-altitude economic safety supervision and collaboration, global safety monitoring and key protection, and scenario-based safety operation platform development, which provides solid technical support for the product application and sustainable development of ANHENG Information in the field of low-altitude safety while promoting cross-field technological innovation and application.
8. Risk Warning
1. If the performance of Fanshuang Technology in the future period does not meet expectations, there may be a risk of decline in fair value.
This, in turn, has an impact on the company's net assets.
2. Affected by multiple factors such as industrial policy, economic environment, industry cycle, market changes, operation and management of investment targets, post-investment management, etc., there may be risks of investment returns falling short of expectations, investment losses, and investment failures.
The company will pay full attention to and actively prevent risks, protect the legitimate rights and interests of investors, especially small and medium-sized investors, and please invest rationally and pay attention to investment risks.
The announcement is hereby made.
Filing Documents:
1. "Share Transfer and Investment Agreement of Zhejiang Fanshuang Technology Co., Ltd."
2. Supplementary Agreement to the Share Transfer and Investment Agreement of Zhejiang Fanshuang Technology Co., Ltd
Board of Directors of Hangzhou Anheng Information Technology Co., Ltd
December 4, 2024
Ticker Name
Percentage Change
Inclusion Date