The company and the Board of Directors of all the members of the guarantee notice content of true, accurate and complete, no misrepresentation and misleading statement or a major omission.
2009 August 4, guoguang electric appliance co., Ltd. at the sixth session of the 7th meeting of the Board of Directors examined and adopted the Convention relating to the acquisition of domestic professional audio brand "prestige" and the target company's Bill, the acquisition does not constitute a significant asset restructuring. As follows:
1. acquisition programme overview
The Corporation intends to no more than the price of the RMB 2800 million acquisition of Shen-Hui purple etc 5 natural person (hereinafter referred to as the original shareholders) set up by the target company "Guangzhou aiwei audio co., Ltd" (name tentative, business registration, hereinafter referred to as the target company). Acquisition of the prerequisites are:
1. original shareholder base, September 30, 2009, recently completed the establishment of the target company, the target company and completed before the baseline on Zhongshan aiwei Electronics Co., Ltd. (hereinafter referred to as Zhongshan aiwei) assets, business, sales channels, staff reorganization, the target company transferee obtain professional audio brand "prestige" (in English as "AIVIN").
2. target company to benchmark, the registered capital and paid-up capital of not less than 28 million Yuan RMB, the original shareholders of the target company to benchmark guaranteed date book all fixed assets and intangible assets, cash, inventory of not less than RMB 28 million Yuan, and cash, inventories and fixed assets not less than 800 Yuan; all assets does not exist the mortgage, and other restrictive rights, nor any liability; exclusive enjoyment of "love prestige", "AIVIN" trademark ownership; exclusive enjoyment of Zhongshan aiwei owned all purchase and sales channels.
3, Zhongshan aiwei as original shareholders currently operated by professional audio companies operating in good condition, original shareholder ensure target company's business and business prospects more Zhongshan aiwei status should have no significant adverse changes to the original shareholders and are committed to the target company's 2009 annual audited net profit should be not less than $ 2 million, 2010 annual audited net profit should be not less than $ 6 million, 2011 annual audited net profit should be not less than 10 million, if not implemented performance commitments to original shareholders is a cash payment to the company, the amount of compensation.
4, the original shareholders of the acquiring company to pay after the acquisition, all used for the purchase of Shenzhen Stock Exchange stock trading system, and Guangzhou ggec stock to acquire locks on the date of 2012 year on 30 April. At the same time, the original shareholders and shares will be made to obtain the full pledge to the date of the Guangdong guoguang investment co., Ltd. (hereinafter called guoguang investment), pledge period of 3 years, as a matter of performance commitments, etc. If the original shareholders should companies take responsibility for damages, compensation, guoguang investment is authorized through the legal way to dispose of the amount of the pledge shares corresponding to, and will be paid to the company.
5, the original shareholders no longer use the love prestige "," the words used by AIVIN capital or existence of affiliated companies, enterprises and other legal bodies, in addition to the target company's existing use of "love" prestige "," main AIVIN should be in the target company 100% equity transfer to the company within six months of the cancellation.
The acquisition has been considered by the Board of Directors, without approval by the general meeting of shareholders, without approval of the relevant Government Department.
The company has been in 2009 August 4 signed with the original shareholders relating to the trading of the framework agreement.
Second, the basic conditions of love viagra brand
"Prestige", "AIVIN" domestic professional audio brand, in 1992 he graduated from Nanjing University of purple-fai, at present, Mr. Shen purple glow associated company Nanjing aiwei technology co., Ltd. (hereinafter referred to as Nanjing aiwei) entitled "registered trademark" AIVIN, Shen purple fai has applied for 威 "love" registered trademark and is about to acquire trademark registration certificate. Aiwei brand was established in Nanjing, after moving to Guangzhou development, July 2007, the ex-Zhongshan Zhong Shan city love Wei use and popularization, Shen purple fai has Zhongshan aiwei 46.88% stake, remaining 53.12% stake owned by the four natural, Shen purple fai for 威 Zhongshan love's largest shareholder, but also for 威 Zhongshan love the legal representative, to Zhongshan aiwei technology leader, in charge of technology.
Aiwei founded 17 years focused on audio equipment, power amplifier research, development, and production for the domestic first developed digital karaoke machine brand in the industry have high brand position. Currently, aiwei products include home theater amplifier, switching power supply digital amplifier, Hi-Fi amplifier, active subwoofer amplifier, karaoke amplifier and amplifier, professional DSP digital peripherals, DSP module, audio-visual systems, karaoke speaker, musical instrument sound, professional performance speakers, professional microphone, top-level headphones and related peripheral products, divided by the "prestige", "brand for domestic AIVIN", but also to OEM/ODM forms exported to Europe and the United States. Aiwei as mainland China United States a few home access DTS, DOLBY company specify authorization of audio manufacturers in power amplifier achievements renowned in the industry. Aiwei since founding date established to new technology as the company's survival and development of the route, after years of accumulation, has a team with electronics, software and other types of engineers more than 60 development team with profound analog amplifiers and DSP technology, proven digital amplifier, switching power supply technology, as well as more than 10 years of complete machine development, product testing, and production experience.
3. trading parties introduction
(A) transactions each other briefings
1. original shareholder Mr. Shen purple glow
Shen purple-fai, male, 46 years old. Shen-Hui purple as a founding shareholder of Zhongshan aiwei, served as legal representative and General Manager, responsible for all Zhongshan aiwei business and love viagra brand operation, focusing on technology research and development.
2. the original shareholder Mr. Yang
Mr. Yang, male, 41 years old. Mr. Yang is a founding shareholder of Zhongshan aiwei, international business manager, responsible for 威 export business in Zhongshan love.
3, the original shareholder I Ms. Wei
Ms. XI Wei, female. Ms. XI Wei is a founding shareholder of Zhongshan aiwei, Executive Manager, responsible for finance and administration.
4. original shareholder Mr. Lai
Mr. Lai, male, 32 years old. Mr. Lai as Zhongshan aiwei founding shareholders, permanent research and development department managers to focus on technology development and production management.
5. original shareholder Mr. Lei fat whole
Mr. Lei fat whole, male, 42 years old. Mr. Lei fat whole aiwei Zhongshan established when that is the core staff, August 2008 through to the four founding shareholder of the transferee obtain Zhongshan aiwei equity, become shareholders, domestic sales manager, responsible for 威 domestic business in Zhongshan love.
The counterparty and the company and the company's top ten shareholders in property, operations, assets, debts and personnel associated with the relationship does not exist.
(B) transactions in other parties Zhongshan aiwei basic information
1. name:, Zhongshan city, love Wei Electronics Co., Ltd.
2. Enterprise nature: co., Ltd.
3, place of registration: Xiaolan town, Zhongshan Xiaolan industrial zone, love long road, beauty industry Park
4. registered capital: 102 million
5. legal representative: Shen purple glow
6. business scope: electronic products (not including circuit board production and processing) of production, processing, technical service, sales, import and export trade (involving special approval of the operating period for special approval).
7, according to Zhongshan aiwei 2008 annual financial statements, unaudited 2008 annual business income 1653.68 million, net profit 12.37 million, total assets at the end of the net assets of $ 466.00 64.09 million.
4. transactions of the target company establishment and restructuring arrangement
1, the conditions to be met
(1) the registered capital and paid-up capital of not less than 28 million Yuan RMB;
(2) of the original shareholders holding a total of 100% shares of the target company;
(3) shelter in Guangzhou;
(4) on 30 September datum, carrying all the fixed assets, intangible assets, cash, inventory of not less than RMB 28 million Yuan, and cash, inventories and fixed assets not less than 800 Yuan;
(5) the exclusive right to "prestige", "AIVIN" trademark ownership;
(6) the exclusive right to Zhongshan aiwei owned all purchase and sales channels.
2. restructuring arrangement
(1) restructuring period: since the framework agreement signed up to the acquisition of base, September 30, 2009;
(2) reorganization:, Zhongshan aiwei all assets, business, sales channels, personnel; Shen purple fai has applied for and is about to get "love prestige" trademark; Nanjing aiwei achieved "AIVIN" trademark.
3, has obtained the approval of
(1) the resolution of the Board of Directors for approval;
(2) Zhongshan aiwei shareholders concerning the approval by the shareholders in accordance with the framework agreement of all the assets, business, sales channels, staff reorganization into the target company's shareholders approved the resolution.
5. the framework agreement where the main content and pricing
1, the transaction amount
Not more than 28 million Yuan RMB, with specific reference to future price target company assets assessment value finalized.
2. payment method
All prerequisites (including datum future audit assessment completed and produce reports) meet, the company paid to the shareholders for the first phase of 50% of the share transfer section; target company complete registration of change of shareholders made on the date of the change in the business, the company paid to the shareholders ' equity transfer of the remaining 50%. All equity transfer payment to the original shareholders specified and company co-management of bank accounts, to ensure that the smooth discharge of shareholders follow-up obligations.
3. delivery status
The target company on track to meet all prerequisites, 100% of the equity does not exist any restrictive rights.
4, delivery or transfer time
In all of the prerequisites are met, the original shareholders in 2009 October 31 will be 100% shares of the target company to company.
5. entry into force of the contract conditions and effective time
The framework agreement in 2009 of 4 August shareholders together with the company that originally signed and approved by the Board of Directors, subject to the approval of the entry into force.
6. deposit and to continue to fulfil the right to choose
The framework agreement and the shareholders after the entry into force of the specified bank accounts of the company management after 5 working days, the company should pay the original shareholders totaling $ 1 million RMB deposit, the deposit on the nature of performance deposit.
In the case of default of shareholders, the company has the right to return the original shareholder advocate double and deposit shall be entitled to unilaterally choose whether to terminate this agreement; or to continue to fulfil the objectives of this agreement is complete, follow the company's equity ownership does not meet the prerequisites for the acquisition and the specific matters might have on the target company adverse impacts, reference assets assessment report to determine the value of the assets of a similar nature, the original shareholders to confirm the transaction price of itemized deduction.
7. compensation and warranty
If the target company's 2009 annual audited NETProfit falls short of the $ 2 million, 2010 annual audited net profit falls short of the $ 6 million, 2011 annual audited net profit falls short of the 10 million Yuan, the original shareholders to cash pay to the company for the amount of compensation, such as; the original shareholders to compensation according to the original on the target company's shares in proportion to the share, but the original shareholders to fully compensate the company assume unlimited joint and several liability.
The original shareholders will all share transfer section of the company subsequent stock collateral to guoguang investment as performance compensation and warranty period of 3 years, the pledge. When the original shareholders should companies take responsibility for damages, compensation of any matter, if the shareholder is not in the matter of one month from the date payment obligations within the company, the US investment is authorized through the legal way to dispose of the amount of the pledge shares corresponding to and will make payments in accordance with the original shareholders to the company liable, the amount of the payment of compensation to the company.
The company does not accepts the pledge of the company's stock, investment by us as a pledgee is only for guarantee original shareholders can provide effective collateral security considerations, did not constitute a major investment and inter-company transactions.
VI. involving the acquisition of other arrangements
1. subsequent work
The company will at September 30, 2009 after purchasing benchmark employ qualified with securities accounting and assessment services on the target company's audit and evaluation, in the confirmation of the target company restructuring in line with the acquisition of preconditions, in accordance with the valuation results determine official purchase price and the signing of formal agreement for the transfer of equity.
2, after the acquisition of the target company management structure
This acquisition is completed, the target company as a wholly-owned subsidiary, the company intends to continue by Mr. Shen purple glow, organizational branding, General Manager of the company's original electronic technology and marketing management team, chaired by fully given in acoustics, procurement and financial management support.
7. the purpose of the acquisition of assets and the impact on the company's
Because love-Wai in the industry have high brand recognition, possess professional audio core technology research and development team, the company acquired aiwei company will enhance the capacity of electronic design, digital electronic coding technology, high power digital electronic amplifier design and manufacturing capacity, developing professional audio market, enhance the company's competitiveness and profitability. After the acquisition, the original shareholders of the target company in 2009, 2010 and 2011 performance commitments will also be some degree of security company acquisition-related earnings.
8. reference documents
1, the framework agreement;
2. the sixth session of the 7th meeting of the Board of Directors.
Announcement.
Guoguang electric appliance co., Ltd. Board of Directors
2009 August 5
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