Securities code: 000056, 200056 securities abbreviation: Shenzhen Wongtee International Enterprise Co.Ltd(000056) , Huangting B Announcement No.: 2022-09 Shenzhen Wongtee International Enterprise Co.Ltd(000056)
Suggestive announcement on pre listing and transfer of not less than 51% equity of Shenzhen Rongfa Investment Co., Ltd. and Chongqing Huangting jewelry Plaza Co., Ltd
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.
Special tips:
1. Shenzhen Wongtee International Enterprise Co.Ltd(000056) (hereinafter referred to as “the company” or ” Shenzhen Wongtee International Enterprise Co.Ltd(000056) “) intends to pre list and transfer at Shenzhen United equity exchange the shares of Shenzhen Rongfa Investment Co., Ltd. (hereinafter referred to as “Rongfa investment”) and Chongqing Huangting jewelry Plaza Co., Ltd. (hereinafter referred to as “Chongqing Huangting”) held by the company, and requires the delisted party to pay off the Rongfa investment All debts of Chongqing Huangting to Shenzhen Wongtee International Enterprise Co.Ltd(000056) and related parties.
2. This pre listing is only for the pre disclosure of information. The purpose is to seek the intended transferee and does not constitute a trading offer. After reviewing and evaluating the progress of the company’s audit, the company will review and evaluate the progress of relevant work. 3. This transaction constitutes a major asset reorganization, but does not constitute a reorganization and listing; As the specific transferee has not been determined, whether this transaction constitutes a related party transaction cannot be determined temporarily. If this transaction can be successfully completed, Rongfa investment and Chongqing Huangting will no longer be included in the scope of the company’s consolidated statements.
1、 This transaction plan
1. Subject assets: Shenzhen Rongfa Investment Co., Ltd. and Chongqing Huangting jewelry Plaza Co., Ltd. held by the company and its subsidiaries are not less than 51% equity respectively.
2. Trading method: the company plans to be publicly listed for sale through Shenzhen United equity exchange, and the counterparty must purchase in cash. The company will hire an evaluation institution with securities and futures business qualification to evaluate. The trading amount is based on the results of the asset evaluation report issued by the evaluation institution hired by the company, and the final trading price is subject to the results of public listing.
3. Benchmark date: December 31, 2021.
4. Counterparty: the final counterparty shall be subject to the result determined by public listing.
5. Listing conditions: the delisting party shall pay off all debts of Rongfa investment, Chongqing Huangting to Shenzhen Wongtee International Enterprise Co.Ltd(000056) and related parties.
2、 Basic information of underlying assets
(I) Shenzhen Rongfa Investment Co., Ltd
Company name: Shenzhen Rongfa Investment Co., Ltd
Unified social credit Code: 914403006188672396
Date of establishment: March 1, 1985
Legal representative: Chen Xiaohai
Registered capital: USD 5 million
Registered address: 40f-12, main building of Huanggang business center, No. 2028, Jintian Road, Futian street, Futian District, Shenzhen business scope: general business items: introduction of advanced technology, joint venture industrial projects (specific projects will be reported separately), production and operation of building decoration materials (100% of products are exported, and the business license of production and operation place will be applied separately) Design and construction of decoration works; Property management, rental, operation and management of self owned properties (Huangting Guoshang shopping mall located in the central area of Futian District, Shenzhen).
Equity structure: the company and its wholly-owned company powerland Holdings Limited hold 100% equity of financial development investment in total.
Main financial data of the latest year:
Unit: Yuan
Subject: December 31, 2021 / December 31, 2020 / January December 1, 2020
Total assets 7495767371.18 7877266920.08
Total liabilities 5367674490.17 4957172968.38
Accounts receivable 54666971.22 46660094.56
Net assets: 2128092881.01 2920093951.70
Operating income 302788495.29 268742511.82
Operating profit -796683929.15 76327903.72
Net profit -790827483.75 71204793.45
Net cash flow from operating activities 160469049.99 281277236.57
Non recurring profit and loss -465638238.30 9402640.80
The aforesaid financial data of financial development and investment in 2020 have been audited by Asia Pacific (Group) accounting firm (special general partnership); The financial data of relevant period / time point in 2021 has not been audited.
Audit and evaluation: the company tentatively takes December 31, 2021 as the base date (subject to the actual base date) to audit and evaluate the financial development investment; As of the date of this announcement, the audit and evaluation of financial development investment have not been completed.
(II) Chongqing Huangting jewelry Plaza Co., Ltd
Company name: Chongqing Huangting jewelry Plaza Co., Ltd
Unified social credit Code: 915001070723212090
Date of establishment: July 3, 2013
Legal representative: Wang Mei
Registered capital: 20 million yuan
Registered address: No. 10, Caiyun Avenue, Jiulongpo District, Chongqing
Business scope: general items: Commercial Plaza Management; Undertake approved cultural and artistic exchange activities; Exhibition services; Venue layout planning; Wedding etiquette services; Market management; Market promotion; Metal radiographer; Metal crafts manufacturing; Jewelry manufacturing and processing; Wholesale and retail of jewelry and handpieces; Corporate image design and planning; Decoration design; Business management services, property management (practicing with qualification certificate), hotel management; Real estate marketing planning; Real estate development and operation (practicing with qualification certificate); Real estate brokerage (practicing with qualification certificate); Real estate investment consultant; Real estate consultation; Business consulting (excluding financial information); Use its own funds to invest in hotel, business, science and technology and service projects; House rental (excluding accommodation services).
[projects prohibited by laws and regulations shall not be operated; projects restricted by laws and regulations can be operated only after obtaining permission] (except for projects subject to approval according to law, business activities shall be carried out independently according to law with business license)
Equity structure: Shenzhen Huangting Real Estate Management Co., Ltd., a wholly-owned company of the company, holds 100% equity of Chongqing Huangting.
Main financial data of the latest year:
Subject: December 31, 2021 / December 31, 2020 / January December 1, 2020
Total assets 786807088.55 836487772.85
Total liabilities 787254467.64 794341928.99
Accounts receivable 10472862.67 13237833.95
Net assets -447379.09 42145843.86
Operating income 6243225.78 17055623.71
Operating profit -44601770.48 2175167.24
Net profit -42593222.95 4823080.09
Net cash flow from operating activities -564901.28 8901228.67
Non recurring profit and loss -47616852.47 3117193.85
The aforesaid financial data of Chongqing Huangting in 2020 have been audited by Asia Pacific (Group) accounting firm (special general partnership); The financial data of relevant period / time point in 2021 has not been audited.
Audit evaluation: the company tentatively takes December 31, 2021 as the base date (subject to the actual base date) to audit and evaluate Chongqing Huangting; As of the date of this announcement, the audit and evaluation of Chongqing Huangting has not been completed.
3、 Employment of intermediaries
In order to ensure the smooth development of this transaction, the company will hire independent financial advisory institutions, legal advisory institutions, audit institutions and asset evaluation institutions to jointly carry out intermediary, due diligence, audit, evaluation and other work according to the rules and actual needs.
4、 Whether this transaction constitutes a connected transaction is uncertain
The counterparty of this transaction is planned to be determined through the public listing of Shenzhen United equity exchange. The final determination of the counterparty is subject to the public listing result. Therefore, the counterparty of this transaction is uncertain, and whether this transaction constitutes a connected transaction is uncertain; The company will perform relevant decision-making and approval procedures according to the listing results. If related party transactions are involved, related directors and related shareholders will avoid voting when considering relevant proposals.
5、 This transaction constitutes a major asset restructuring
After preliminary calculation, the total audited assets of the company in the latest fiscal year accounted for more than 50% of the total audited assets of the company in the latest fiscal year; According to the relevant provisions of the measures for the administration of major asset restructuring of listed companies, this transaction constitutes a major asset restructuring.
6、 This transaction does not constitute reorganization and listing
The actual control of the company has not changed in the last 36 months. Before and after this transaction, the controlling shareholder of the company has not changed, and the actual controller is Mr. Zheng Kanghao. This transaction does not lead to any change in the control of the listed company, and does not constitute a transaction situation stipulated in the administrative measures for major asset restructuring of listed companies, nor does it constitute a reorganization and listing.
7、 Main contents and performance arrangements of this transaction
The company intends to pre list and sell the underlying assets through Shenzhen United equity exchange, which is only for pre disclosure of information and does not constitute a trading offer. The purpose is to seek the intended transferee, and the main contents of the transaction such as the final transaction party, transaction price and payment method cannot be determined at present.
The company will perform the corresponding review procedures according to the audit evaluation results, and officially transfer the aforesaid equity through the public listing of Shenzhen United equity exchange in accordance with the relevant rules. The initial listing price will not be lower than the evaluation price.
8、 Impact of this transaction on the company
This transaction is a sale of major assets of the company and does not involve the issuance of shares, which will not lead to changes in the equity structure of the company. If the listing transaction is successfully completed in the future, Rongfa investment and Chongqing Huangting will no longer be included in the scope of the company’s consolidated statements. This equity transfer can optimize the asset liability structure and improve the financial situation. It is also an important step for the company to realize the industrial strategic transformation and explore new business. It is in line with the interests of the company and all shareholders, and there is no damage to the interests of the company and shareholders, especially small and medium-sized shareholders.
9、 Risk tips
The 100% equity of Shenzhen Rongfa Investment Co., Ltd. held by the company and its wholly-owned companies is pledged. Due to the dispute over the financial loan contract, 60% of the equity of Shenzhen Rongfa Investment Co., Ltd. held by the company was frozen. At the same time, the core assets held by Shenzhen Rongfa Investment Co., Ltd. were preserved before being sued at Jingdao Guoshang Shopping Center (i.e. Huangting Square) in the central area of Futian District, Shenzhen. Shenzhen Huangting Plaza operates normally, and the daily operation of shopping malls and merchants will not be affected.
Chongqing Huangting Jewelry Co., Ltd. holds 100% of the equity of the company. Due to the dispute over the financial loan contract, 100% of the equity of Chongqing Huangting jewelry Plaza Co., Ltd. held by the wholly-owned company of the company was frozen. At the same time, the core assets held by Chongqing Huangting jewelry Plaza Co., Ltd. were preserved before being sued. Chongqing Huangting Plaza is normally open, with shopping malls and merchants
