Securities code: 603687 securities abbreviation: Zhejiang Great Shengda Packing Co.Ltd(603687) Announcement No.: 2022-006 bond Code: 113591 bond abbreviation: Shengda convertible bond
Zhejiang Great Shengda Packing Co.Ltd(603687)
Announcement on the proposed acquisition of 60% equity of Sichuan Zhongfei Packaging Co., Ltd
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.
Important content tips:
Zhejiang Great Shengda Packing Co.Ltd(603687) (hereinafter referred to as the “company” or ” Zhejiang Great Shengda Packing Co.Ltd(603687) “) intends to purchase 60% equity of Sichuan Zhongfei Packaging Co., Ltd. (hereinafter referred to as “Sichuan Zhongfei” and “target company”) held by Jiangsu Zhongcai new materials Co., Ltd. (hereinafter referred to as “Jiangsu Zhongcai”) for RMB 311.04 million (hereinafter referred to as “this transaction”). Sichuan Zhongfei is mainly engaged in high-end liquor intelligent packaging business. After the completion of this transaction, the company will officially enter the high-end liquor packaging business to further promote the development of the company’s large-scale packaging strategy. Sichuan Zhongfei will become a holding subsidiary of the company and be included in the scope of the company’s consolidated statements.
This transaction does not constitute a connected transaction, does not constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies, and there are no major legal obstacles.
This transaction has been deliberated and approved at the 23rd Meeting of the second board of directors held on January 28, 2022, without the approval of the general meeting of shareholders of the company.
Risk warning: after the completion of this acquisition, there will be business integration risk, brain drain risk, goodwill impairment risk, performance failure risk and other unpredictable risks in the implementation of the company. The company will control and solve the risks with a cautious attitude and effective measures. Please pay attention to the investment risks. 1、 Transaction overview
（1） Basic information of transaction
The company plans to acquire 60% equity of Sichuan Zhongfei held by Jiangsu Zhongcai with RMB 311.04 million. After the completion of this transaction, the company will hold 60% equity of Sichuan Zhongfei, which will become the holding subsidiary of the company and be included in the scope of the company’s consolidated statements. Through this transaction, the company will officially enter the high-end liquor packaging business, improve the competitiveness of the company and further improve the strategic layout of the company’s large packaging.
The transaction price of this equity acquisition is based on the appraisal value of the subject assets contained in the asset appraisal report on the appraisal project of all shareholders’ rights and interests of Sichuan Zhongfei Packaging Co., Ltd. Zhejiang Great Shengda Packing Co.Ltd(603687) involved in the proposed equity acquisition (hereinafter referred to as the “appraisal report”) issued by Yinxin Asset Appraisal Co., Ltd. According to the appraisal report, the appraised value of all shareholders’ equity of the subject asset after being appraised by the income method on the benchmark date is 519 million yuan, with an estimated appreciation of 424.4226 million yuan and a appreciation rate of 448.76%. The consideration of this transaction is RMB 311.04 million after negotiation by all parties. This transaction does not constitute a connected transaction or a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies. According to the stock listing rules of Shanghai Stock Exchange and the articles of association, it is not necessary to submit it to the general meeting of shareholders for deliberation.
（2） Relevant review procedures for implementation
1. Deliberation procedures of the board of directors
On January 28, 2022, the company held the 23rd Meeting of the second board of directors, deliberated and adopted the proposal on the proposed acquisition of equity of Sichuan Zhongfei Packaging Co., Ltd. the voting results were: 7 in favor, 0 against and 0 abstention. It is agreed that the company will purchase 60% equity of Sichuan Zhongfei held by Jiangsu Zhongcai at the price of RMB 311.04 million. The board of directors authorizes the management of the company to handle matters related to this transaction, including but not limited to signing relevant agreements, handling equity delivery, changing registration or terminating the transaction. This matter does not need to be submitted to the general meeting of shareholders of the company for deliberation.
2. Opinions of independent directors
The appraisal institution employed in this acquisition has securities and futures related business licenses, and the appointed handling appraisers are qualified and have the professional ability of asset appraisal. In addition to business relations, the appraisal institution and its appointed handling appraisers have no other related relations with the relevant parties involved in this exchange, nor do they have realistic and expected interests or conflicts, Independent. The board of directors performed legal procedures when voting on the matter. The convening, convening and voting procedures of the board meeting shall comply with the provisions of the company law and other laws, administrative regulations, departmental rules, normative documents and the articles of association. Therefore, we agree to this acquisition.
2、 Parties to the transaction
The board of directors of the company has conducted necessary due diligence on the basic information of the counterparty and its transaction performance ability.
（1） Counterparty information
1. Basic information
Company name: Jiangsu Zhongcai New Material Co., Ltd
Unified social credit Code: 91321181134860719x
Legal representative: Jiao Xiaolin
Date of establishment: April 14, 1998
Registered capital: 33.98 million yuan
Type: limited liability company (invested or controlled by natural person)
Registered address: No. 125, Changli Road, huangtang Town, Danyang City
Business scope: Typesetting and sector making of publications, printing of packaging and decoration prints, printing of other prints, production of food packaging materials (paper), road transportation of ordinary goods, sales of printing machinery, cultural goods, wine and food (limited to the main business status and business items specified in the food business license); Operate the export business of the self-produced products of the enterprise and the import business of mechanical equipment, spare parts and raw and auxiliary materials required by the enterprise, design, R & D and information technology services of packaging products, freight transportation agency services, customs declaration services, general cargo storage services, loading and unloading services, financial management consulting services and tangible market research and consulting services, Property management services. (for projects that need to be approved according to law, business activities can be carried out only with the approval of relevant departments) licensed projects: import and export of goods; Technology import and export (for projects that must be approved according to law, business activities can be carried out only after being approved by relevant departments, and the specific business projects shall be subject to the approval results) general projects: research and development of new material technology; New material technology promotion services; Sales of mechanical equipment; Sales of mechanical parts and components; Sales of packaging materials and products; Sales of paper products; Ink sales (excluding hazardous chemicals); Sales of building decoration materials; Sales of building materials; Sales of chemical products (excluding licensed chemical products); Sales of labor protection articles; Sales of electronic products; Sales of household appliances; Wholesale of daily necessities; Sales of daily necessities; Sales of office supplies; Manufacturing of special printing equipment; Repair of special equipment; General equipment repair; Software development; Software sales; Camera and video production services; Advertising design and agency; Advertising release (non radio, television and newspaper publishing units); Advertising production (except for the projects that must be approved according to law, carry out business activities independently according to law with the business license)
Actual controllers: Jiao Xiaolin, Jiao Xiaoping and Jiao suoqin (acting in concert).
Jiao Xiaolin holds 99.71% equity and Jiao suoqin holds 0.29%.
2. Main business development in recent three years: the company has been in good operation in recent three years.
3. As of the disclosure date of this announcement, except for this transaction, Jiangsu lottery and the company are independent of each other in terms of property rights, business, assets, creditor’s rights, debts and personnel, and there are no other relationships that may or have caused the company to tilt its interests.
4. Main financial indicators: as of December 31, 2020, Jiangsu lottery had total assets of 6302346625.97 yuan and net assets of 256946271.20 yuan. In 2020, Jiangsu lottery had operating revenue of 344280495.61 yuan and net profit of 28247231.73 yuan. (the above data has not been audited)
3、 Basic information of transaction object
（1） Subject matter of transaction
1. Name of transaction target: 60% equity of Sichuan Zhongfei Packaging Co., Ltd. (hereinafter referred to as “target equity”). 2. Transaction category: equity acquisition
3. Description of ownership: the equity ownership of this transaction is clear, and the counterparty has legal ownership of the equity of the target company. As of the date of disclosure of this announcement, the equity of the target company held by Jiangsu Zhongcai, the shareholder of Sichuan Zhongfei, has no mortgage, pledge or other restrictions on the transfer of rights, does not involve litigation, arbitration matters or judicial measures such as seizure and freezing, and there are no other circumstances that hinder the transfer of ownership.
（2） Basic information of the transaction object
Company name: Sichuan Zhongfei Packaging Co., Ltd
Unified credit Code: 915105025534679380
Legal representative: Jiao suoqin
Date of establishment: April 16, 2010
Registered capital: 85 million yuan
Type: limited liability company (sole proprietorship of legal person invested or controlled by natural person)
Registered address: South District, Luzhou liquor industry concentrated development zone, Huangyi Town, Jiangyang District, Luzhou City
Business scope: packaging and decoration printing (the above business items are engaged in business with licenses). Design and production: print advertising; Sales: printing, packaging materials (excluding dangerous goods), paper, hardware and electricity. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments).
（3） Ownership of transaction object
The equity structure of the target company before and after this transaction is as follows:
Before and after this transaction
Name of shareholder capital contribution shareholding ratio name of shareholder capital contribution shareholding ratio
(10000 yuan) (10000 yuan)
Jiangsu Zhongcai 8500 100% Zhejiang Great Shengda Packing Co.Ltd(603687) 5100 60%
Jiangsu Zhongcai 3400 40%
（4） Operation of relevant assets
Founded in 2010, Sichuan Zhongfei is a leading high-end liquor intelligent packaging enterprise in China. It mainly provides all kinds of exquisite wine box packaging and gift box packaging for Chinese high-end liquor enterprises. Sichuan China fly has two major liquor packaging production bases in Sichuan, Luzhou and Guizhou, China’s main Baijiu industrial cluster, equipped with advanced automated production equipment such as Germany and Heidelberg, covering the whole production process of wine boxes, with high automation rate.
Xiaohutuxian, Sichuan, has many years of experience in deep Baijiu packaging. Its actual controller Mr. Jiao Xiaolin and its core team have decades of rich professional and management experience in the field of packaging and printing. The industry chain has a significant competitive advantage and has accumulated rich customer resources. Customers cover famous liquor enterprises such as Moutai, Guotai, Xi Jiu, Luzhou Laojiao Co.Ltd(000568) , and Xiao Mudan Xian. With advanced printing technology and fast delivery time, it has been highly praised by customers for many years.
（5） Financial situation of the subject company of the transaction
Sichuan Zhongfei’s financial statements have been audited by Lixin Certified Public Accountants (special general partnership) with business qualification related to securities and futures, and issued an unqualified audit report (hereinafter referred to as the “audit report”) numbered “Xin Kuai Shi Bao Zi [2022] No. zf10015”.
The audited financial data of the main consolidated statements of the latest year and the next period are as follows:
Unit: RMB
Main financial data January September 2021 year 2020
Operating income 144212680.05 137088789.92
Operating profit 14226761.54 10098525.72
Net profit 13527389.51 43487.12
Main financial data September 30, 2021 December 31, 2020
Total assets 192756387.78 181241376.25
Total liabilities 108609427.58 80584905.56
Net assets 84146960.20 100656470.69
（6） Increase, decrease or restructuring of the target company
In May 2021, the registered capital of the subject company decreased from 90 million yuan to 85 million yuan, reducing the registered capital by 5 million yuan. The capital reduction was approved and registered by the market supervision and Administration Bureau of Jiangyang District, Luzhou city. After the change, the equity structure of the subject company is as follows:
No. contribution amount of shareholders (10000 yuan) contribution proportion
1 Jiangsu Zhongcai 8500 100%
Total 8500 100%
System.
（7） Trade
