Securities code: 600237 Securities abbreviation: Tongfeng Electronic Number: Lin 2020-060

Announcement of Anhui Tongfeng Electronics Co., Ltd. on publicly listed transfer of 100% equity of its wholly-owned subsidiary Anhui Hehui Jinyuan Technology Co., LTD

The board of directors and all the directors of the Company warrant that there is no false record, misleading statement or material omission in the content of this announcement, and bear individual and joint liability for the authenticity, accuracy and completeness of the content.

I. Overview of the transaction

In order to optimize resource allocation and improve asset use efficiency, Anhui Tongfeng Electronics Co., LTD. (hereinafter referred to as the "Company") intends to transfer 100% of its wholly-owned subsidiary Anhui Hehuijinyuan Technology Co., LTD. (hereinafter referred to as "Hehuijinyuan") through public listing (hereinafter referred to as "This Transaction").

On December 11, 2020, the second meeting of the 9th Board of Directors and the second meeting of the 9th Board of Supervisors deliberated and passed the Motion on publicly Listing Transfer of 100% equity of wholly-owned subsidiary Anhui Hehuijinyuan Technology Co., LTD., agreeing to transfer 100% equity of wholly-owned subsidiary Hehuiyuan by publicly listing. At the same time, the board of directors authorizes the management to be fully responsible for handling and deciding matters related to the equity listing transfer of Hehuijinyuan (including but not limited to handling public listing procedures, signing relevant agreements, handling equity transfer procedures, etc.) according to the results of equity listing transfer and market conditions.

According to the Shanghai Stock Exchange Listing Rules and other laws, regulations, normative documents, the Articles of Association and other relevant provisions, the listing transfer of the equity of a wholly-owned subsidiary shall not exceed the authority of the board of directors for approval and need not be submitted to the general meeting of shareholders for deliberation. This transaction does not constitute an affiliated transaction and does not constitute a material assets reorganization as stipulated in the Administrative Measures for Material Assets Reorganization of Listed Companies.

Ii. Basic information of the counterparty

The transaction will be conducted by means of a public listing transfer, the transaction party is not clear. The Company will require in the listing announcement that the intended transferee must be a non-related party of the Company.

3. Basic information of the transaction object

(1) Overview of Hehuijin source

1. Company Name: Anhui Hehuijinyuan Technology Co., LTD

2. Enterprise type: limited liability company

3. Address: Room 806, Haiheng Building, No.6 Cuiwei Road, Yungu Road, Hefei Economic and Technological Development Zone, Anhui Province

4. Registered capital: 30 million Yuan

5. Date of establishment: October 31, 2014

6. Business scope: Research, development, production and sales of supercapacitors and module systems, production and sales of energy storage systems, new electronic components and materials, self-support and agent import business of various kinds of commodities and technologies.

(2) The appraisal of the transaction object

The company has engaged Zhongshui Zhiyuan Assets Appraisal Co., LTD. (hereinafter referred to as "Zhongshui Zhiyuan"), an appraisal agency with securities and futures related business qualifications, to evaluate the value of all the shareholders' rights and interests of Hehuijinyuan. And taking October 31, 2020 as the base date of evaluation, issued the Asset Evaluation Report of Anhui Tongfeng Electronics Co., Ltd. to transfer the equity project of Anhui Hehuijinyuan Technology Co., LTD. (Zhongshui Zhiyuan Comment Word [2020] No. 020598) (hereinafter referred to as the Hehuijinyuan Asset Evaluation Report). The assessment is as follows:

1. Assessment object and scope: The assessment object is all the equity value of the shareholders of Anhui Hehuijinyuan Technology Co., LTD., and the assessment scope is all the assets and liabilities declared by Anhui Hehuijinyuan Technology Co., LTD after audit. On October 31, 2020, the base date of evaluation, the book value of the total assets of the enterprise is RMB 29.099,200, the book value of the total liabilities is RMB 4.908,100, and the book value of the net assets is RMB 24.191,100.

2. Value type: The value type of the evaluation conclusion in this report is market value.

3. Base date of evaluation: October 31, 2020.

4. Evaluation method: asset-based method.

5. Evaluation conclusion: After evaluation, on October 31, 2020, the base date of evaluation, Anhui Hehuijinyuan Science and Technology Co., LTD., the total assessed value of the shareholders' rights and interests is 33,074,800 Yuan, in words: RMB thirty-three million and seventy-four thousand Eight hundred Yuan only. Compared with the book net asset value of 24.191,100 yuan, the assessed value added is 8,883,700 yuan, the value-added rate is 36.72%.

(3) Financial data and audit status

The company hired Rongcheng Certified Public Accountants (Special general Partnership), which is qualified for securities and futures business, to audit the financial status of Hehuijinyuan on December 31, 2019 and October 31, 2020, and has issued the Audit Report with standard unqualified opinion (Rongcheng Audit Word [2020]230Z4179). The main indicators in the audited financial statements of Hehuijinyuan are as follows:

As of December 31, 2019, the total assets of Hehui Jinyuan were 29,722,300 yuan; The owner's equity is RMB 21,015,600; The company had no revenue in 2019; Net profit was -8,031,100 yuan. As of October 31, 2020, the total assets of Hehuijinyuan were 29,099,200 yuan; The owner's equity was 24.191,100 yuan; The company had no revenue from January to October 2020; The net profit from January to October in 2020 was 3.175,400 yuan.

(4) Ownership of the transaction object

The 100% equity ownership of Hehuijinyuan is clear, and there is no mortgage, pledge or any other restriction on transfer. It does not involve litigation, arbitration matters or judicial measures such as seizure and freezing.

Iv. Pricing basis of the transaction object

According to the Appraisal Report of HehuiJinyuan Assets issued by Zhongshui Zhiyuan on October 31, 2020 (Zhongshui Zhiyuan Comment Word [2020] No. 020598), the appraisal value of all shareholders' rights and interests of Hehuijinyuan is RMB 33,074,800. According to the appraisal results, the listing price of the equity transfer is 33,074,800 yuan.

The transaction price is subject to the final publicly listed transfer transaction price.

V. Transaction purpose and impact on the listed company

Hehuijinyuan was established in Hefei in 2014. After its establishment, the company had planned to carry out research and development and production of supercapacitors and modules. Due to the lack of relevant technology and market reserves, the project has been terminated after considering various factors. Since its establishment, the company has not carried out actual business and its assets have been idle for a long time. In order to revitalize the stock assets and improve the efficiency of using funds, the company decided to list and transfer its 100% shares of Hehuijinyuan in the way of public trading.

The sale of 100% of the shares of Hehuijinyuan is conducive to revitalizing the stock assets, improving the efficiency of asset use, improving the company's profitability and enhancing the company's ability of sustainable development. After the completion of this transaction, the scope of the Company's consolidated financial statements will change and Hehuijinyuan will no longer be included in the scope of the Company's consolidated financial statements.

This transaction is still to be publicly listed transfer results to determine the final impact on the company's performance.

6. Authorize the handling of matters related to public listing transfer

At the same time, the board of directors of the Company authorizes the management of the company to handle the relevant matters concerning the listing transfer of the equity of the wholly-owned subsidiary, including but not limited to:

1. According to the results of equity listing transfer and market conditions, be fully responsible for handling and deciding the relevant matters concerning the equity listing transfer of Hehuijinyuan (including but not limited to handling public listing procedures, signing relevant agreements, handling equity transfer procedures, etc.).

2. Handle other matters related to the equity transfer within the scope permitted by laws, regulations, normative documents and the Articles of Association.

The above authorization shall be from the date of approval by the Board of Directors to the date of completion of the equity transfer.

7. Risk tips

This transaction is a publicly listed transfer, so the final counterparty and the transaction price cannot be determined, and there are uncertainties about the success of the transaction and the impact on the company's performance. The Company will perform the information disclosure obligation in a timely manner according to the progress of relevant matters.



This is to announce.