Stock Code: 000713 stock abbreviation: Hefei Fengle Seed Co.Ltd(000713) No.: 2022-006
Hefei Fengle Seed Co.Ltd(000713)
Announcement on the acquisition of 100% equity of Jinling seed industry by Zhangye fengle, a wholly-owned subsidiary
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions. Important:
1. Zhangye Hefei Fengle Seed Co.Ltd(000713) Co., Ltd. (hereinafter referred to as “Zhangye fengle”), a wholly-owned subsidiary of the company, plans to purchase 100% equity of Inner Mongolia Jinling Silage Corn Seed Industry Co., Ltd. (hereinafter referred to as “Jinling seed industry”) held by natural person Jin Weibo with cash of 148.5 million yuan. After the completion of this acquisition, Jinling seed industry will become a wholly-owned subsidiary of Zhangye fengle.
2. The benchmark date for the audit and evaluation of this transaction is September 30, 2021.
3. This transaction does not constitute a connected transaction, nor does it constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies.
4. This transaction has been deliberated and approved by the seventh meeting of the sixth board of directors and the director’s office meeting of Hefei SASAC, and needs to be submitted to the general meeting of shareholders of the company for deliberation.
5. There are certain risks in this transaction. For details, see “VII. Possible risks in this transaction” in this announcement. Please pay attention to the investment risks.
1、 Transaction overview
In recent years, with the continuous promotion of the national “grain to feed” project and the continuous improvement of silage corn technology, silage corn has become a high-quality and low-cost feed for ruminant breeding such as cattle and sheep. The modernization of animal husbandry (grain saving type) is inseparable from the feed support of silage corn industrialization and the “chip” guarantee of excellent silage corn varieties. There is a broad space for the development of silage corn seeds. Jinling seed industry is a seed industry company specializing in research, breeding and promotion of silage corn. It is a leading level in China. After M & A, it complements the company’s corn seed industry and fills the gap that the company has no silage corn seeds, which is in line with the company’s development strategy of focusing on strengthening and expanding the seed industry. On January 27, 2022, Zhangye fengle and Jin Weibo signed the equity transfer agreement. Zhangye fengle purchased 100% equity of Jinling seed industry held by Jin Weibo with RMB 148.5 million in cash. After the acquisition, Jinling seed industry will become a wholly-owned subsidiary of Zhangye fengle.
The benchmark date for the audit and appraisal of this acquisition is September 30, 2021.
On January 27, 2022, the company held the 7th Meeting of the 6th board of directors, deliberated and passed the proposal on the acquisition of 100% equity of Jinling seed industry by Zhangye fengle, a wholly-owned subsidiary. The board of directors agreed that Zhangye fengle would acquire 100% equity of Jinling seed industry with RMB 148.5 million in cash. The independent directors expressed their independent opinions on the transaction.
This transaction does not constitute a connected transaction, nor does it constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies.
This transaction has been deliberated and approved by the director’s office of Hefei SASAC. According to the decision-making authority of the articles of association, this transaction needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation. 2、 Basic information of the counterparty
Name of counterparty: Jin Weibo
Address: Baota street, Nong’an Town, Nong’an County, Jilin Province
ID number: 220122195711XXXXXX
Through China referee document network（ http://wenshu.court.gov.cn./ ）National court information inquiry system for persons subject to execution（ http://zhixing.court.gov.cn./search ）National court dishonest Executees list query system（ http://shixin.court.gov.cn. ）Credit China（ http://www.creditchina.gov.cn. ）And other official websites to inquire about Jin Weibo’s credit status. Jin Weibo does not have ongoing litigation and arbitration disputes as a defendant and respondent, nor is there a case to be executed, nor is he included in the list of dishonests. Jin Weibo has no relationship with the company, its top ten shareholders and Zhangye fengle in terms of property rights, business, creditor’s rights and debts, personnel, etc.
3、 Basic information of transaction object
(I) basic information of the target company
Name: Inner Mongolia Jinling Silage Corn Seed Industry Co., Ltd
Unified social credit Code: 911504043184211639
Enterprise type: limited liability company (sole proprietorship of natural person)
Address: green agricultural and livestock products processing Park (meimeihe Town, Yuanbaoshan District, Chifeng City, Inner Mongolia Autonomous Region)
Legal representative: Jin Weibo
Registered capital: 30 million yuan
Date of establishment: October 14, 2014
Business term: from October 14, 2014 to no fixed term
Business scope: production, processing, packaging, wholesale and retail of corn, mung beans, millet, black beans, red beans, buckwheat, oats and vegetable seeds (within the validity period of crop seed production and operation license)
(II) historical evolution
1. In October 2014, Jinling seed industry was established
On October 12, 2014, Jin Weibo, Zhao Shufen and Zhang Shuai signed the articles of association of Inner Mongolia Jinling Silage Corn Seed Industry Co., Ltd. and agreed to contribute to the establishment of the articles of association of Inner Mongolia Jinling Silage Corn Seed Industry Co., Ltd. with a registered capital of 2 million yuan, of which Jin Weibo subscribed 1.2 million yuan in currency and contributed in cash, accounting for 60% of the registered capital; Zhao Shufen subscribed 400000 yuan in currency, accounting for 20% of the registered capital, and Zhang Shuai subscribed 400000 yuan in currency, accounting for 20% of the registered capital.
On October 14, 2014, Chifeng Administration for Industry and Commerce agreed to approve the registration.
The equity structure of Jinling seed industry at the time of establishment is as follows:
No. name of shareholder subscribed capital contribution equity proportion (%) mode of capital contribution in place (10000 yuan)
1 jinweibo 120 60 coins are in place
2 Zhao Shufen 40 20 coins have been in place
3 Shuai 40 20 coins in place
Total 200-100 —-
2. In July 2015, the capital was increased for the first time
On July 27, 2015, Jinling seed industry held a shareholders’ meeting. The shareholders decided to change the registered capital of the company from 2 million yuan to 30 million yuan. The increased 28 million yuan was invested by Zhang Shuai, Zhao Shufen and Jin Weibo respectively. After this capital increase, the equity structure of the company is as follows:
Serial number shareholder’s surname subscribed capital contribution (10000 yuan) equity ratio% paid in capital contribution (10000 yuan equity ratio)
Name (yuan) example%
1 jinweibo 1800 60 600 60
2 Zhao Shufen 600 20 200 20
3 Zhang Shuai 600 20 200 20
Total 3000 100 1000 100
3. In April 2016, the first equity transfer
On April 5, 2016, Jinling seed industry held a general meeting of shareholders, which agreed that Zhao Shufen, the former shareholder, would transfer all the 6 million yuan equity of Jinling seed industry held by him to Liu Shan.
Jinling seed industry amended its articles of association.
The equity structure of the company after this equity transfer is as follows:
Serial number shareholder surname subscribed capital contribution (10000 yuan) equity proportion% paid in capital contribution (10000 yuan) example%
1 jinweibo 1800 60 600 60
2 Zhang Shuai 600 20 200 20
3 Liu Shan 600 20 200 20
Total 3000 100 1000 100
(III) equity changes and evaluation in the last three years
On October 12, 2021, Jinling seed industry held a shareholders’ meeting and decided to agree with the shareholder Liu Shan to transfer the equity of 6 million yuan to the shareholder Jin Weibo and the shareholder Zhang Shuai to transfer the equity of 6 million yuan to the shareholder Jin Weibo.
Since the establishment of Jinling seed industry in 2014, the actual controller and shareholder are Jin Weibo, and other shareholders are holding on behalf. Therefore, there are no problems such as the payment of consideration for equity transfer in the previous equity transfer of Jinling seed industry. The company has obtained the confirmation of the agency agreement signed by the former shareholders Zhang Shuai, Liu Shan, Zhao Shufen and Jin Weibo, which makes it clear that the shareholder and actual controller of Jinling seed industry are Jin Weibo from beginning to end. There is no objection or dispute between the parties on the agency matters, and Jin Weibo has also issued a thorough commitment on the ownership of the above-mentioned equity. The above equity changes will not have an impact on the current and future production and operation of Jinling seed industry.
The above equity change has been completed on October 13, 2021. As of the date of this announcement, the equity structure of Jinling seed industry is:
Name of shareholder subscribed capital contribution (10000 yuan) contribution method shareholding ratio (%)
Jin Weibo 30 million yuan currency 100
(IV) ownership status
As of the date of signing the agreement, the 100% equity of Jinling seed industry held by Jin Weibo has no mortgage, pledge or other third-party rights, no major disputes, litigation or arbitration involving relevant assets, and no judicial measures such as seizure and freezing.
Through inquiries on the China credit website, the national enterprise credit information publicity system and the China implementation information disclosure network, Jinling seed industry is not a dishonest executee.
(V) transfer of creditor’s rights and debts
This transaction is the acquisition of 100% equity of Jinling seed industry, which does not involve the treatment of creditor’s rights and debts of the target company. The creditor’s rights and debts originally undertaken by Jinling seed industry will still be enjoyed or borne by itself after the delivery date.
(VI) assets, financial and operating conditions
The assets and financial status of the company in one year are as follows:
Unit: RMB 10000
September 30, 2021 December 31, 2020
Total assets 4143.30 4097.19
Liabilities 1072.89 990.40
Net assets 3070.41 3106.79
Project September 30, 2021 year 2020
Operating income 3820.00 3127.03
Total profit 963.62 834.42
Net profit 963.62 834.42
The company hired Dahua Certified Public Accountants (special general partnership) to audit the net assets of Jinling seed industry and issued an unqualified audit report (dahuahe Zi [2021] No. 0013101).
(VII) evaluation and pricing of trading objects
1. Evaluation of transaction object
The scope of the subject assets of this acquisition is that the company plans to acquire 100% equity of Jinling seed industry held by Jin Weibo. The appraisal object is the value of all shareholders’ equity of Jinling seed industry company, and the appraisal scope is all assets and liabilities of Jinling seed industry. According to the certificate issued by Anhui Zhonglian Guoxin Asset Appraisal Co., Ltd., an appraisal institution recognized by both parties and qualified to carry out securities and futures related businesses
