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Schweizer Electronic AG and its subsidiary Schweizer Electronic (Jiangsu) Co. Ltd. based in Jiangsu, China (SEC) concluded a Contribution and Patent Transfer Agreement on 10 October 2022.
In accordance with the Agreement, Schweizer Electronic AG provides the share capital still to be contributed to SEC in the amount of EUR 15.2 million in the form of patents by way of contribution in kind to SEC.
In the Contribution and Patent Transfer Agreement, Schweizer Electronic AG transfers all rights to a Chinese patent to SEC and contributes the patent rights to the share capital of SEC by way of a contribution in kind as fulfilment of its contribution obligation. Thus, no purchase price or other remuneration is paid by SEC to Schweizer Electronic AG for the transfer and assignment of patent rights.
The transfer and contribution of patent rights will be completed as soon as all necessary approvals and certificates from the China National Intellectual Property Administration have been issued by the Chinese authority and sent to SEC. Following completion of the transfer and contribution, SEC alone will be responsible for maintaining, renewing and enforcing the patent rights.
The parties agree that the value of the patent rights that Schweizer Electronic AG contributes to SEC by way of a contribution in kind is EUR 15.2 million. In view of this, the Board of Management at Schweizer Electronic AG considers the provisions agreed in the contribution and patent transfer agreement to be appropriate and advantageous for Schweizer Electronic AG.
Schweizer Electronic AG currently holds around 87% of the shares in SEC. SEC is therefore a related party of Schweizer Electronic AG in accordance with Section 111a (1) Sentence 2 of the German Stock Corporation Act (AktG).
The Supervisory Board approved the conclusion of the Contribution and Patent Transfer Agreement and the measures required for its implementation on 19 September 2022.