Securities code: 000151 securities abbreviation: China National Complete Plant Import And Export Co.Ltd(000151) Announcement No.: 2022-03
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
China National Complete Plant Import And Export Co.Ltd(000151) about public listing
Announcement on the result of selling the equity of wholly-owned subsidiaries
1、 Transaction overview
The 19th meeting of the 8th board of directors held by China National Complete Plant Import And Export Co.Ltd(000151) (hereinafter referred to as “the company”) deliberated and adopted the proposal on transferring the equity of China Togo Co., Ltd. by public listing, and agreed that the company would transfer all the equity of its wholly-owned subsidiary China Togo Co., Ltd. (hereinafter referred to as “the company”) by public listing. This public listing and sale of equity does not need to be submitted to the general meeting of shareholders for deliberation. For details, please refer to the relevant announcement (Announcement No. 2021-73) issued by the company in the designated media on November 19, 2021.
On December 21, 2021, the official website of Beijing Equity Exchange publicly disclosed the equity transfer through public listing. The listing deadline is January 18, 2022. On January 20, 2022, the Beijing Equity Exchange confirmed that Zhongcheng International Sugar Co., Ltd. (hereinafter referred to as “Zhongcheng sugar”) was the only intended transferee with a transfer amount of 500000 yuan.
According to the Listing Rules of Shenzhen Stock Exchange and the measures for the administration of major asset restructuring of listed companies, this transaction does not constitute related party transactions, major asset restructuring and backdoor, and there is no illegal guarantee and capital occupation to related parties, so it does not need to be approved by relevant departments. 2、 Basic information of counterparty
1. A joint-stock enterprise legally established and existing in accordance with the laws of the Cayman Islands, with its domicile at cricket square, Hutchins drive, P.O. box2618, Grand Cayman, ky1-1111, Cayman Islands; Registration No.: ct-198662
2. Chairman: Zeng Wei
3. Business scope: Overseas sugar investment and leasing operation of sugar enterprises
4. As of December 31, 2020, Zhongcheng sugar had total assets of 1811638500 yuan, net assets of 467336400 yuan, operating income of 460042300 yuan and total profit of 83.807 million yuan.
5. The controlling shareholder of the company, China complete equipment import and Export Group Co., Ltd., holds 30% equity of Zhongcheng sugar industry; In addition, Zhongcheng sugar has no other relationship with the company and its top ten shareholders in terms of property rights, business, assets, creditor’s rights and debts, personnel, etc., which may or has caused the listed company to tilt its interests.
Upon inquiry, Zhongcheng sugar industry is not the person to be executed for dishonesty.
3、 Basic information of transaction object
(I) transaction object: 100% equity of China Togo Co., Ltd
(II) Zhongduo company, established in 1987; Registered capital: 250000 US dollars; Main business: sugar industry; China National Complete Plant Import And Export Co.Ltd(000151) holds 100% equity of Zhongduo company.
(III) the main financial data of Zhongduo company are as follows:
As of December 31, 2020, the audited total assets were 78714999.83 yuan, the total liabilities were 75408190.84 yuan, the accounts receivable were 1236599.5 yuan, the net assets were 3306808.99 yuan, the operating income was 64519127.25 yuan, the operating profit was 4822200.75 yuan, the net profit was 4822200.75 yuan, and the net cash flow from operating activities was 4243097.44 yuan.
As of June 30, 2021, the audited total assets are 74964928.61 yuan, the total liabilities are 77265796.49 yuan, the net assets are -2300867.88 yuan, the operating income is 19999416.14 yuan, the operating profit is -5417816.62 yuan, the net profit is -5560386.99 yuan, and the net cash flow from operating activities is -1686872.41 yuan.
(IV) according to the asset appraisal report (zlpbz [2021] No. 3047) issued by Zhonglian asset appraisal group Co., Ltd., the appraisal adopts the asset-based method. The benchmark date of the appraisal is June 30, 2021, and the appraisal value of Zhongduo company is 476900 yuan.
Unit: 10000 yuan
Increase / decrease rate of project book value evaluation value%
Current assets 5239.52 5395.73 156.21 2.98
Non current assets 2256.97 2378.54 121.57 5.39
Fixed assets 725.15 846.72 121.57 16.76
Including: buildings 91.45 140.71 49.26 53.87
Equipment 633.70 706.00 72.30 11.41
Construction in progress 2.37 —
Long term deferred expenses 488.02 —
Other non current assets 1041.43 —
Total assets 7496.49 7774.27 277.78 3.71
Current liabilities 6077.83 —
Non current liabilities 1648.75 —
Total liabilities 7726.58 —
Net assets (owner’s equity) -230.09 47.69 277.78 120.73
(V) the ownership of Zhongduo company is clear, there is no mortgage, pledge or other third-party rights, there is no major dispute, litigation or arbitration involving relevant assets, and there are no judicial measures such as seizure and freezing.
(VI) assignment of creditor’s rights and debts
1. As of June 30, 2021, the base date of audit, Zhongduo company’s “other payables” to China National Complete Plant Import And Export Co.Ltd(000151) , and the transferee Zhongcheng sugar industry agreed to bear this debt;
2. After the audit base date of June 30, 2021, Zhongduo company and China National Complete Plant Import And Export Co.Ltd(000151) incurred $443879.64 of material funds, and Zhongduo company promised to pay in full before December 31, 2022;
3. Other debts will be borne by Zhongcheng sugar industry and Zhongduo company respectively.
(VII) after the completion of this equity transfer transaction, Zhongduo company will no longer be included in the scope of the company’s consolidated statements. As of the disclosure date of this announcement, the company has not provided guarantees, financial assistance, entrusted its financial management or occupied the funds of listed companies.
According to the audit report of Dahua Certified Public Accountants (special general partnership) with June 30, 2021 as the base date, the balance of China National Complete Plant Import And Export Co.Ltd(000151) business transactions payable by Zhongduo company: 44545192.72 yuan for China National Complete Plant Import And Export Co.Ltd(000151) “other payables” of Zhongduo company; After the completion of this transaction, there is no situation of providing financial assistance to others in the form of operating capital transactions.
4、 Main contents of transaction contract
On January 25, 2022, the company signed the property right transaction contract with Zhongcheng sugar industry, and Zhongcheng sugar industry has paid 500000 yuan for equity transfer. The main contents of the contract are as follows:
1. Parties to the contract
Transferor: China National Complete Plant Import And Export Co.Ltd(000151)
Transferee: Zhongcheng International Sugar Co., Ltd
2. Transfer price: 500000 yuan (or paid in US dollars and Hong Kong dollars equivalent to RMB)
3. Transfer method: the underlying asset transaction has been publicly listed by Beijing Equity Exchange on December 21, 2021. During the listing period, only one intended transferee of Zhongcheng sugar industry will be generated, and Zhongcheng sugar industry will transfer the subject matter under this contract according to law.
4. Payment method: the transferee shall pay the transfer price within 3 working days after the contract takes effect by means of one-time payment.
5. Delivery matters
Within 20 working days after obtaining the property right transaction certificate issued by the Beijing stock exchange, the transferor shall change or cancel the property right information of the state-owned assets property right system of the subject enterprise before going through the change registration with the company registration authority at the place of registration; The transferor shall urge the target enterprise to go through the equity change registration procedures, and the transferee shall give necessary assistance and cooperation.
6. Liability for breach of contract
After the contract comes into effect, if either party proposes to terminate the contract without reason, it shall pay a one-time liquidated damages to the other party according to 30% of the transfer price of the contract. If losses are caused to the other party, it shall also be liable for compensation.
5、 Other arrangements involving this transaction
This transaction does not involve personnel resettlement, land lease, debt restructuring, etc.
6、 Purpose of this transaction and its impact on Listed Companies
Zhongduo company suffered operating losses. This equity transfer is based on the actual business needs of the company, which is conducive to further optimizing the allocation of resources. After the completion of this transaction, it will not have a significant impact on the company’s financial situation and operating results in 2022 and in the future.
7、 Documents for future reference
1. Property right asset transaction contract;
2. Notice of confirmation of transfer qualification of Zhongcheng sugar industry.
It is hereby announced.
China National Complete Plant Import And Export Co.Ltd(000151) board of directors
January 28, 2002
