Shenzhen Tianjian (Group) Co., Ltd. about the wholly-owned subsidiary acquiring 70% equity of Shenzhen shenxingchen Technology Development Co., Ltd. from the controlling shareholder of the company
Announcement of related party transactions
Securities code: 000090 securities abbreviation: Shenzhen Tagen Group Co.Ltd(000090) Announcement No.: 2022-8
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.
1、 Overview of related party transactions
Shenzhen Tianjian (Group) Co., Ltd. (hereinafter referred to as “the company”) held the 65th meeting of the 8th board of directors on February 7, 2022. At the meeting, there were 6 affirmative votes, 0 negative votes and 0 abstention votes, The proposal on the acquisition of 70% equity of Shenzhen shenxingchen Technology Development Co., Ltd. by a wholly-owned subsidiary from the controlling shareholder of the company was deliberated and adopted by avoiding the voting results of 2 votes, Shenzhen Tianjian Real Estate Group Co., Ltd. (hereinafter referred to as “Tianjian real estate group”), a wholly-owned subsidiary of the company, is approved to acquire 70% equity of Shenzhen shenxingchen Technology Development Co., Ltd. (hereinafter referred to as “shenxingchen company”) held by Shenzhen Special Zone Construction Engineering Group Co., Ltd. (hereinafter referred to as “Shenzhen Special Zone Construction Engineering Group”) with RMB 201.61127 million.
The independent directors of the company have expressed their prior approval opinions and agreed independent opinions on the proposal.
According to the relevant provisions of the Listing Rules of Shenzhen Stock Exchange and the articles of association, the matter still needs to be submitted to the general meeting of shareholders for deliberation. This related party transaction does not constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies, and does not need to be approved by relevant departments.
2、 Basic information of related parties
(I) Company Name: Shenzhen Special Zone Construction Engineering Group Co., Ltd
(II) unified social credit Code: 91440300ma5g0xrg33
(III) enterprise type: limited liability company (solely state-owned)
(IV) registered address: 19th floor, Tianjian business building, No. 7019, Hongli Road, Zijing community, Lianhua street, Futian District, Shenzhen
(V) legal representative: Han Dehong
(VI) registered capital: 500 million yuan
(VII) date of establishment: December 25, 2019
(VIII) business scope: general business items: planning consultation of municipal public works and construction projects; R & D and sales of construction engineering equipment, new materials and components; Investment, development and construction of underground space; estate management; Invest and set up industries (specific projects will be reported separately). The licensed business projects are: the design, investment, construction, operation and maintenance of municipal public works and construction projects; Production and operation of construction equipment, new materials and components; Management and maintenance of urban roads, bridges and tunnels; Management and maintenance of landscape and greening facilities; renovation of shanty towns; Urban renewal; Land development; Comprehensive development of industrial parks; Personnel training in construction industry; Investment, operation and management of new construction industry; Investment and construction of urban infrastructure.
(IX) major shareholders and shareholding ratio
Serial number shareholder name shareholding ratio
1. State owned assets supervision and Administration Commission of Shenzhen Municipal People’s Government 100%
(x) main financial data
Unit: 10000 yuan
December 31, 2020 September 30, 2021
(audited) (Unaudited)
Total assets 5551295.16 6419859.56
Total liabilities 4332903.03 5090686.83
Net assets 1218392.13 1329172.73
Project 2020 January September 2021
Main business income 2245873.22 1600278.12
Total profit 228361.28 209495.88
Net profit 153232.69 147796.39
（11） Situation of the person subject to execution for dishonesty
The special zone construction engineering group does not have any dishonest Executees.
（12） Association relationship
Special zone construction engineering group is the controlling shareholder of the company.
3、 Basic information of related party transactions
The subject of this transaction is the 70% equity of shenxingchen company held by the special zone construction engineering group.
(I) basic information of the target company
1. Enterprise Name: Shenzhen shenxingchen Technology Development Co., Ltd
2. Unified social credit Code: 91440300ma5gcjwh09
3. Enterprise type: limited liability company (sole proprietorship of legal person)
4. Registered address: 3801, block a, building 2, Shenzhen Bay innovation and technology center, No. 3156, Keyuan South Road, community, high tech Zone, Yuehai street, Nanshan District, Shenzhen
5. Legal representative: Sun di
6. Registered capital: 1 million yuan
7. Date of establishment: September 4, 2020
8. Business scope: project investment, technology development, project management and project consultation in fields related to strategic emerging industries such as integrated circuits (specific projects will be reported separately) (except for projects prohibited by laws, administrative regulations and decisions of the State Council, restricted projects can be operated only after obtaining permission).
9. Major shareholders and shareholding ratio
Serial number shareholder name shareholding ratio
1 Shenzhen Special Zone Construction Engineering Group Co., Ltd. 70%
2 Shenzhen shenchao Technology Investment Co., Ltd. 30%
The actual controller is the state owned assets supervision and Administration Commission of Shenzhen Municipal People’s government.
10. Key financial data
Unit: Yuan
Project December 31, 2020 December 31, 2021 (audited) (audited)
Total assets 284919418.87 287376469.31
Total liabilities 338714.90 258783.42
Net assets 284580703.97 287117685.89
Project 2020 2021
Main business income 1132075.44 857388.77
Total profit 11504.05 74875.01
Net profit 11504.05 74875.01
11. Situation of the person subject to execution for breach of faith
Up to now, shenxingchen company has no dishonest Executees.
12. Description of other matters
After the completion of this acquisition, shenxingchen company will be incorporated into the scope of the company’s consolidated statements. Up to now, shenxingchen company has not provided guarantees or financial assistance for others.
(II) assets of the subject company
1. Audit
Tianjian real estate group entrusted zhongzhun Certified Public Accountants (special general partnership) to audit and verify the relevant materials of assets and capital verification of shenxingchen company with January 26, 2022 as the base date, and issued a special audit report on assets and capital verification (zhongzhunzzi [2022] No. 2006).
2. Assessment
Tianjian real estate group entrusts Shenzhen tongzhicheng Deming Asset Appraisal Co., Ltd. as the appraisal institution to evaluate the market value of all shareholders’ equity of the target company by using the asset-based method in accordance with relevant laws, regulations and asset appraisal standards, and taking January 26, 2022 as the appraisal base date, And issued the appraisal report on the value of all equity assets of shareholders of Shenzhen shenxingchen Technology Development Co., Ltd. involved in the planned equity acquisition of Shenzhen Tianjian Real Estate Group Co., Ltd. (shentongchengde pingbao Zi a [2022] ZT No. 004).
(1) Appraisal object: total equity value of shareholders of shenxingchen company
(2) Appraisal scope: all assets and liabilities of shenxingchen company on the benchmark date
(3) Benchmark date: January 26, 2022
(4) Appraisal method: asset based method
(5) Assessment conclusion:
The appraisal value of all shareholders’ equity of Shenzhen shenxingchen Technology Development Co., Ltd. on the benchmark date of January 26, 2022 is 288051700 yuan. The appraisal results of various assets and liabilities are shown in the following table:
Increase / decrease rate of project book value evaluation value% a B C = B-A d = C / A × 100%
1. Current assets 59.91 —
2. Non current assets 28626.70 28745.36 118.66 0.41
3 of which: available for sale financial assets —
4 held to maturity investments —
5. Long term receivables —
6. Long term equity investment —
7 investment real estate —
8. Non tradable shares and circulation rights —
9 fixed assets 23.57 24.49 0.92 3.90
10 construction in progress —-
11 engineering materials —
12. Disposal of fixed assets —
Productive biological assets —
14 oil and gas assets —
15 intangible assets —
16 development expenditure —
17 Goodwill —
18 long term deferred expenses —
19 deferred income tax assets —
20 other non current assets 28603.13 28720.87 117.74 0.41
21 total assets 28686.61 28805.27 118.66 0.41
22 current liabilities 0.10 —
23 non current liabilities
