Shenzhen Yutong Packaging Technology Co., Ltd. The 21st Meeting of Board of Directors

Securities code: 002831 Securities Abbreviation: Yu Tong Technology Announcement Number: 2018-081

Shenzhen Yutong Packaging Technology Co., Ltd.

Resolution of the 21st meeting of the 3rd board of directors

announcement

All members of the company and the board of directors guarantee that the announcement of the announcement is true, accurate and complete, without false records, misleading statements or major omissions.

Shenzhen Yutong Packaging Technology Co., Ltd. (hereinafter referred to as “Company”) The twenty -first meeting of the third board of directors notified in a written or email manner on September 24, 2018 (Monday). On the 26th (Wednesday), 7 directors who should participate in the voting of the voting were held on the 26th (Wednesday). Seven directors who actually participated in the voting were: Mr. Wang Huajun, Ms. Wu Lanlan, Ms. Liu Bo, Mr. Liu Zehui, Mr. Zhou Junxiang, Mr. Huang Gang and Mr. Hu Yan. The meeting was chaired by Mr. Wang Huajun, the chairman of the company, and the convening and convening of the meeting complied with relevant laws, regulations and the “Articles of Association”. The resolutions formed by the meeting were legal and effective.

1. The meeting was reviewed and passed the following proposal:

1. The Proposal on the Establishment of Special Accounts for Raising Funds “is considered.

Voting results: All directors were approved by 7 votes in favor, 0 votes against, and 0 votes.

Agree with the company’s original fund -raising project Suzhou Kunxun Packaging Technology Co., Ltd. Packaging instructions, packaging boxes, and packaging color box production projects Chengdu Yutong Printing Co., Ltd. will be opened for raising funds at Bank of China Shenzhen Fuyong Sub -branch at Bank of China Co., Ltd. Accounts are specifically used to store, manage and use funds.

2. The Proposal on the acquisition of the “Equity on the acquisition of” Jiangsu Dejin Plastic Packaging Co., Ltd. “.

I agree with the company to acquire 70%equity of Jiangsu Dejin Plastic Packaging Co., Ltd. (hereinafter referred to as “Jiangsu Dejin”), which it holds from Dejin (Hong Kong) Holdings Co., Ltd., and the purchase price is RMB 1.799 million. The company directly holds 70%of Jiangsu Dejin.

For specific content, please refer to the “Securities Times”, “China Securities Journal”, “Shanghai Securities News”, “Securities Daily” and Giant Chao Information online on the same day. “

2. Preparation file

1. Resolution of the 21st meeting of the third board of directors of the company

Special announcement.

Board of Directors

September 27, 2018

Securities code: 002831 Securities Abbreviation: Yu Tong Technology Announcement Number: 2018-082

Announcement on the acquisition of “Jiangsu Dejin Plastic Packaging Co., Ltd.” equity

Shenzhen Yutong Packaging Technology Co., Ltd. (hereinafter referred to as “Company, Company”) held the 21st meeting of the third board of directors on September 26, 2018 to review and approve the “Jiangsu Dejin Plastic Packaging Packaging Packaging Package The proposal of the “equity”, the specific situation is announced as follows:

1. Overview of transaction

In order to lay out the company’s large packaging development strategy, after the company’s investigation and demonstration, it is planned to lay out plastic precision packaging business, focusing on creating a precision packaging market such as daily chemical consumer goods and cosmetics, especially personal skin care products that meet consumption upgrades. The company intends to acquire 70%equity of Jiangsu Dejin Plastic Packaging Co., Ltd. (hereinafter referred to as “Jiangsu Dejin”), which is held from Dejin (Hong Kong) Holding Co., Ltd. (hereinafter referred to as “Dejin Holdings”). The acquisition price is RMB 17,990 10,000 yuan, the company signed the “Equity Transfer Contract” with Dejin Holdings on September 26, 2018. After the transaction was completed, the company directly held 70%of Jiangsu Dejin.

According to the company’s articles of association, the company’s foreign investment management system, and related laws and regulations, this investment matters do not involve related related transactions, nor does it constitute a major asset reorganization. With the approval of the company’s board of directors, it can take effect without submitting the company’s shareholders’ meeting for review.

2. Introduction to the other party

Company Name: Dejin (Hong Kong) Holdings Co., Ltd.

Company Residence: Room 1, 8 -character Building, Shinli Building, No. 10, Xuefang Street, Hong Kong

Enterprise Type: Private Co., Ltd.

Legal representative: Wang Chunde

Registered capital: 10,000HKD

Main business: trade.

Relations: The final controller of Dejin Holdings has the Wang Chunde family, and the company does not have a relationship with Dejin Holdings.

Equity structure:

Third, the basic situation of the transaction target

(1) Funding method

The source of this foreign investment capital is self -funded by the company, which does not involve investment methods such as physical assets, intangible assets, and equity capital capital.

(2) Pricing basis

Combining the actual situation and development prospects of Jiangsu Dejin, after fully negotiating the two parties, the target equity acquisition price refers to the target company in the semi -annual audited net assets in 2018 and is calculated by the proportion of equity to the equity.

(3) Basic situation of the target company

Company Name: Jiangsu Dejin Plastic Packaging Co., Ltd.

Company residence: No. 128 Development Avenue, Baochang Town, Haimen City, Nantong City, Jiangsu Province

Enterprise Type: Limited Liability Corporation (RMB Taiwan, Hong Kong and Macao Legal)

Legal representative: Wang Yakan

Registered capital: $ 50 million

Main business: production and sales of daily cosmetics plastic high -end packaging containers, daily necessities plastic packaging containers, food plastic high -end packaging containers, various high -grade plastic sprayers, car plastic and metal accessories, plastic and metal accessories for electronic products; plastic accessories of plastic accessories Surface painting treatment; mold development, manufacturing, and maintenance.

Jiangsu Dejin is a precision packaging manufacturer required to engage in cosmetics, skin care products, and daily chemical consumer goods. The founder of his founder Wang Chunde has been cultivating in the industry for more than 30 years, and the company he founded was also the leader of the industry. Later, Mr. Wang Chunde founded Jiangsu Dejin. After several years of development, he also had a certain scale and industry awareness, and gradually entered a good time to grow rapidly. The main products of Jiangsu Dejin include quantitative pumps, cream cream emulsion bottle, vacuum bottle, mascara tube, powder box, lipstick packaging, etc. Its core products are pump heads. High products. Since its establishment, Jiangsu Dejin has been committed to developing core technologies with independent intellectual property rights, and has developed a variety of advanced pump head products. It has the industry’s leading technical level and technical reserves. Moon, Lianlihua, Manxiu Reun, Han Hou, Baique Ling, Avon, etc.

Main financial data:

(Unit: 10,000 yuan)

4. The main content of the transaction agreement contract

1. The subject of the protocol

Party A (transfer party): Dejin (Hong Kong) Holding Co., Ltd.

Party B (transferee): Shenzhen Yutong Packaging Technology Co., Ltd.

2. Equity transfer price and payment method

(1) Both parties A agreed that the equity transfer price was RMB 1.799 million in taxes (uppercase RMB: 1 billion yuan, 100 million yuan, and 10,000 yuan).

3. Payment method

(1) The transfer party shall pay 20%of the equity transfer price to the transfer party within seven working days from the date of signing the “equity transfer contract”, that is, RMB 35.98 million.

(2) The transferee shall complete the change of business and commerce in this equity transfer, that is, Dejin Company and obtain the new business license after the equity transfer (that is, after changing the Chinese and foreign joint venture) 20%of the equity transfer price, that is, RMB 35.98 million.

(3) 55%of the equity transfer price, that is, RMB 98.945 million. The transferee shall be paid to the transferor within 3 months from the date of completion of the registration of the industrial and commercial change at the latest.

(4) 5%of the equity transfer price, that is, RMB 8.995 million. The 26 devices of the current idle warehouse of Dejin Company are confirmed by both parties that there is no quality problem, and the transfer party pays the equity transfer model. If such equipment has quality problems, any loss or scrap caused by this will be fully borne by the transferor to the losses caused by the transfer of compensation. This amount is deducted in the transfer.

(5) The transfer fee of the transfer party shall be borne by the transfer party for the transfer of the equity transfer price.

(6) The two parties should closely cooperate with the government departments to apply for payment approval and filing at the fastest speed. The payment of the period will be paid to the transferor within three working days after obtaining the approval and filing.

4. Defense and compensation

The transferor or the transferee violates any agreement or statement, guarantee or commitment in this contract shall be deemed to be breach of contract. The breach of contract should correct these defaults in all possible forms to strictly perform this contract. If the breach party fails to correct its breach of contract within 15 working days or other remedial period required by the other party after the breach of contract, the other party is still losible, and the other party should still be lost, the breach party shall pay the transfer price to the other party. 10%of the losses and losses caused to the other party are compensated. The losses include but not limited to the reasonable lawyers and litigation costs paid by the contractor for this.

5. The organization of the joint venture company and the articles of association

(1) When the transfer of the transfer of the transfer, the transferor should avoid all directors, supervisors, general managers and legal representatives of the current current directors, supervisors, general managers and legal representatives.

(2) The joint venture company set up the board of directors as the highest power agency. The board of directors set up three directors, of which 2 were appointed by the transfer party, one chairman of the office, one transfer party appointed 1, and the deputy chairman. Directors have been in office for three years.

(3) One general manager of the operation and management of the joint venture company. The general manager is nominated by the transferee. The term of office is three years and can be re -elected. The general manager is the legal representative of the joint venture. The joint venture can hire deputy general manager according to business needs. The general manager and deputy prime minister are hired and dismissed by the board of directors.

(4) The joint venture company has a financial leader of the financial company. It is nominated by the transfer party and was appointed and dismissed by the board of directors. The term of office is three years, which can be re -elected.

(5) The joint venture company does not have a shareholders’ meeting.

(6) The joint venture company does not set up a supervisory committee and one supervisor is set up.

6. Conditions and dates of the agreement to take effect

This contract will be established from the date of signing and sealing of the transfer party and the transferee, and has adopted the date of reviewing and approval of the board of directors.

5. The purpose of acquiring assets, the risk of existence and the impact on the company

(1) The purpose of this foreign investment

1. Based on the purpose of the company’s large packaging industry development plan and expanding new performance growth points, it is intended to expand to the field of cosmetics plastic packaging. Through the gradual layout of the large packaging field, it is conducive to improving the company’s competitiveness, achieving industrial synergy, thereby improving the overall operating efficiency.

2. Jiangsu Dejin and its founders and management teams have good industry accumulation and good product design, research and development, production, sales capabilities, and have long -term cooperative relationships with well -known domestic and foreign cosmetics brands. Approve.

3. Jiangsu Dejin and the company’s existing customer groups are the same. The company and Jiangsu Dejin can make full use of the existing customer resources to provide customers with comprehensive integrated product delivery, increase customer stickiness, and finally achieve rapid growth of various businesses.

(2) The risks that may exist in foreign investment this time

The equity of the acquisition of “Jiangsu Dejin Plastic Packaging Co., Ltd.” is a cautious decision made by the company’s business layout and strategic planning, which will effectively improve the company’s comprehensive competitive strength and improve the company’s profitability. However, due to the uncertainty of market changes and the influence of national policies, there are still certain market risks and operating risks. The company will urge the target company to establish and improve the governance structure, improve the control of internal control and supervision mechanism, and adjust the operating strategy in time according to market changes to prevent possible risks.

(3) The impact of foreign investment on the company’s future financial status and business results

The equity of the acquisition of “Jiangsu Dejin Plastic Packaging Co., Ltd.” is conducive to the company’s high -end plastic packaging market such as daily chemical consumer goods and cosmetics, and further enhances the company’s comprehensive service strength and core competitiveness. From the perspective of the company’s long -term development, for the company’s company, for the company’s Raise performance and profit growth have positively impact.

6. Preparation document

2. Equity transfer contract;

3. Jiangsu Dejin’s semi -annual audit report in 2018.

Shenzhen Yutong Packaging Technology Co., Ltd.

Shenzhen Yutong Packaging Technology Co., Ltd.

Voting results: All directors were approved by 7 votes in favor, 0 votes against, and 0 votes.

1. Resolution of the 21st meeting of the third board of directors of the company

Product Recommendation: liquid soap dispenser pump