On the evening of September 8, Keri Sensor disclosed its foreign investment plan. The Company intends to use its own funds of 65 million yuan to control the voting rights of 22,426,300 shares of Huahong Technology in total, accounting for 52.77% of the total number of voting shares of Huahong Technology after the completion of the private issuance of shares, and to obtain the control rights of Huahong Technology.

Huahong Technology is a leading industrial Internet of Things enterprise in the field of mine geophysical exploration in China. Through this investment, the sensor can be laid out and expanded for the field of mine geophysical exploration, and the downstream resource end can be extended.

Data show that in the first half of 2022 and 2023, Huahong Technology has achieved operating income of 113 million yuan and 52.343,500 yuan respectively, and net profit of 15.0894 million yuan and 6.6092 million yuan; Non-net profit was 11.746 million yuan and 6.1861 million yuan respectively.

In this transaction, the original shareholders of Huahong Technology promise that in 2023 and 2024, the net profit of Huahong Technology will be not less than 15 million yuan and 20 million yuan respectively, and the cumulative profit will not be less than 35 million yuan.

Complete the acquisition in three steps

The transaction plan shows that the acquisition of Huahong Technology by Keli Sensor is mainly divided into three parts: directional issuance of shares, share transfer and acceptance of voting rights.

Specifically, Huahong Technology will issue 7.5 million shares to Keli Sensing at the right time, at a price of 4 yuan per share, and the total subscription price of Keli Sensing is 30 million yuan. After the completion of the private placement of shares, Keli Sensor will hold 7.5 million shares of Huahong Technology.

According to the share transfer agreement, in 2023, after Huahong Technology obtains the registration document of the directed issue of shares, its existing five natural person shareholders transfer 8.75 million shares to Kli Sensor, the transfer price is also 4 yuan per share, and the corresponding transfer price is 35 million yuan in total.

Upon the completion of the above private placement of shares and the transfer of shares, Chen Chunjiang, an existing shareholder of Huahong Technology, agreed to unconditionally and irrevocably entrust the voting rights of his 6,176,300 shares of the Company to Keli Sensing.

To sum up, after the completion of this transaction, Kli Sensor will directly hold 16.25 million shares of Huahong Technology (accounting for 38.24% of the total share capital of the target company) and exercise the voting rights of 6.1763 million shares of Huahong Technology (accounting for 14.53% of the total share capital of the target company), and control the voting rights of 22,426,300 shares of Huahong Technology in total. Accounting for 52.77% of the total number of voting shares of Huahong Technology, thus obtaining the control of Huahong Technology, the total amount of the transaction is 65 million yuan.

According to the data, Huahong Technology is a leading industrial Internet of Things enterprise in the field of mine geophysical exploration in China, and its main business is the research, development, sales and service of technical equipment in the field of mine geophysical exploration. The main products and services of the company include more than ten varieties of mine transient electromagnetic instrument, mine radio wave perspective instrument, mine distributed seismic exploration instrument. As early as June 2014, Huahong Technology was listed on the New Third Board.

In the first half of 2022 and 2023, Huahong Technology has achieved operating income of 113 million yuan and 52.343,500 yuan respectively, and net profit of 15.0894 million yuan and 6.6092 million yuan. Non-net profit was 11.746 million yuan and 6.1861 million yuan respectively.

The deal also comes with performance commitments. The announcement shows that the original shareholders of Huahong Technology promise that in 2023 and 2024, the net profit of Huahong Technology will be not less than 15 million yuan and 20 million yuan respectively, and the cumulative profit will not be less than 35 million yuan.

In addition, at the level of operation and management, the parties to the transaction agreed that in 2023 and 2024, the current operation and management team of Huahong Technology will be the main one, and Keli Sensor will provide relevant business and management assistance, and the operation and management team of Huahong Technology will be responsible for the operating performance of 2023 and 2024.