Securities code: 002211 securities abbreviation: Shanghai Hongda New Material Co.Ltd(002211) Announcement No.: 2022-008 Shanghai Hongda New Material Co.Ltd(002211)
With regard to the announcement on the disposal of the assets of Shanghai Guanfeng and Shanghai Hongzhu, wholly-owned subsidiaries, the board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents. 1、 Transaction overview
1. Basic information of the transaction
In 2021, affected by the thunderstorm of "private network communication", the production and operation of Shanghai GuanFeng Information Technology Co., Ltd. (hereinafter referred to as "Shanghai Guanfeng") and Shanghai Hongzhu Information Technology Co., Ltd. (hereinafter referred to as "Shanghai Hongzhu"), two wholly-owned subsidiaries of Shanghai Hongda New Material Co.Ltd(002211) (hereinafter referred to as "the company"), were greatly affected, and most of the relevant production equipment was at a standstill. In order to reduce the company's losses, it is proposed to dispose of the production equipment, electronic equipment, furniture and other fixed assets of Shanghai Guanfeng and Shanghai Hongzhu. Among them, Shanghai Guanfeng plans to sell some of its fixed assets to Shanghai Shouzhi New Energy Technology Co., Ltd. (hereinafter referred to as "Shanghai Shouzhi") in batches at the total price of 4.52 million yuan (including tax). Shanghai Hongzhu also plans to sell existing fixed assets. At present, the original value of Shanghai Hongzhu's production equipment is no more than 2 million, and the counterparty has not been confirmed yet. 2. Procedures for consideration of transactions
This transaction was deliberated and approved by the 16th meeting of the 6th board of directors and the 9th meeting of the 6th board of supervisors of the company, and the independent directors also expressed their opinions on this transaction. This transaction does not involve related party transactions, nor does it constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies. This asset disposal does not need to be approved by the general meeting of shareholders or relevant government departments, nor does it involve the consent of creditors and other third parties.
The details are hereby announced as follows:
2、 Basic information of the counterparty
Counterparty: Shanghai Shouzhi New Energy Technology Co., Ltd
Enterprise type: limited liability company
Registered address: No. 66, Lane 328, Hengyong Road, Waigang Town, Jiading District, Shanghai
Legal representative: Zhang Zhen
Registered capital: 8.083888 million yuan
Main business: engaged in technology development, technical consultation, technology transfer and technical services in the professional fields of new energy technology and automobile technology, insurance consulting (not engaged in finance, securities and insurance), enterprise management consulting, business consulting and financial consulting (not engaged in agency bookkeeping), Market information consultation and survey (not engaged in social survey, social survey, public opinion survey and public opinion poll), computer software and hardware development, and sales of auto parts, computer software and auxiliary equipment. [for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments].
The main shareholders of Shanghai Shouzhi are Shanghai Fuhou enterprise management center (limited partnership), Shenzhen Jinjie investment partnership (limited partnership), Suzhou Donghe Dingzhi venture capital partnership (limited partnership), Shanghai Caihou enterprise management center (limited partnership) and natural person Zhao Xiaomei.
Shanghai Shouzhi has no relationship with the listed company and the top ten shareholders of the listed company in terms of property rights, business, assets, creditor's rights and debts, personnel and other relationships that may or have caused the listed company to tilt its interests.
Shanghai Shouzhi is not a dishonest person to be executed.
3、 Basic information of transaction object
The assets disposed of this time are PCB production equipment, some fixed assets, electronic equipment and furniture of Shanghai Guanfeng. There is no mortgage, pledge or other encumbrance on relevant assets, no major disputes, litigation or arbitration involving relevant assets, and no judicial measures such as seizure and freezing. The total original value of the relevant assets disposed this time was 21.2479 million yuan, and the accumulated depreciation was 5.7801 million yuan. There was no provision for impairment, and the net book value was 15.4678 million yuan.
4、 Main contents of the transaction agreement
1. Shanghai Guanfeng and Shanghai Shouzhi signed the equipment purchase quotation. Shanghai Shouzhi has verified the list of second-hand equipment to be sold by Shanghai Guanfeng and given an overall quotation of 4.52 million yuan (including tax). The agreement will come into force as soon as it is signed and sealed by both parties.
2. Both parties confirm that this batch of assets are sold in batches, and the first batch of equipment has been sold. Both parties have signed a purchase and sales contract at a price of 1.1762 million (including tax). Within 2 working days after the contract takes effect, the buyer shall go to the seller's site to confirm the quantity, configuration, appearance and operation status of the equipment. Both parties shall sign the equipment status confirmation form. After both parties confirm and sign the equipment status confirmation form, Shanghai Shouzhi shall take away the equipment within 3 working days, Beyond this time, Shanghai Guanfeng no longer has the obligation of custody.
3. Delivery time: within 5 working days after the contract takes effect, Shanghai Shouzhi needs to arrange to remove the equipment from Shanghai Guanfeng site on the basis that both parties have confirmed the delivery status of the equipment.
4. Place and mode of delivery: delivery at the seller's workshop. The quantity and identification shall be confirmed according to the list during delivery, and there is no need to start acceptance. On the day of equipment relocation, after Shanghai Shouzhi arrives at Shanghai Guanfeng equipment storage site and confirms that the equipment meets the equipment status confirmation form signed by both parties, the equipment can be disassembled and other operations can be carried out only after signing the equipment transfer list. For all the equipment in the list, Shanghai Shouzhi shall be responsible for disassembly, packaging, transportation, installation, etc. because Shanghai Shouzhi personnel operate the equipment according to the needs of equipment transfer, Shanghai Guanfeng will no longer bear any responsibility for the situation in any other link after the equipment leaves the original placement position of Shanghai Guanfeng or changes the original setting state. However, in the process of loading and unloading, Shanghai Guanfeng needs to arrange personnel to cooperate with Shanghai Shouzhi in the relocation of equipment.
5. Billing and settlement method:
Within 2 working days after Shanghai Shouzhi removes the equipment, Shanghai Guanfeng needs to issue a VAT invoice corresponding to the equipment sales payment, and the invoice tax rate is 13%; Shanghai Shouzhi shall pay the corresponding payment to Shanghai Guanfeng by telegraphic transfer within 5 working days after receiving the invoice.
5、 Other arrangements involving asset disposal
The current asset disposal of the company does not involve land leasing. After this asset disposal, Shanghai Guanfeng production will be stopped and all employees will be dismissed. The proceeds from this asset disposal will be used to pay employees' wages, relevant severance payments and repay debts. Related party transactions will not be added after the transaction is completed.
6、 Purpose of asset disposal and its impact on the company
The assets disposed of this time are PCB production equipment, fixed assets, electronic equipment and furniture of Shanghai Guanfeng. After the disposal of the above equipment, the company has no production capacity. After deducting the accumulated depreciation and provision for impairment, the net value of the assets disposed of this time is 15.4678 million yuan (excluding tax), the sale price is 4.52 million yuan (including tax), and the direct disposal loss is 11.4678 million yuan. Comprehensively considered, the net profit in 2021 will be a loss of about 11.4678 million yuan, and the final impact on the company's financial data will be subject to the audit results of accountants.
7、 Documents for future reference
1. Resolution of the 16th meeting of the 6th board of directors
2. Resolution of the 9th meeting of the 6th board of supervisors
3. Independent opinions of independent directors
4. Equipment purchase quotation, purchase and sales contract, list of fixed assets
It is hereby announced.
Shanghai Hongda New Material Co.Ltd(002211) board of directors
January 29, 2022
