Securities code: 002309 securities abbreviation: Jiangsu Zhongli Group Co.Ltd(002309) Announcement No.: 2022-009
Jiangsu Zhongli Group Co.Ltd(002309)
Announcement on the transfer of equity of participating companies
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、 Transaction overview
Jiangsu Zhongli Group Co.Ltd(002309) (hereinafter referred to as " Jiangsu Zhongli Group Co.Ltd(002309) " or "the company") recently signed the equity transfer agreement with Yangtze Optical Fibre And Cable Joint Stock Limited Company(601869) (hereinafter referred to as " Yangtze Optical Fibre And Cable Joint Stock Limited Company(601869) ") and Jiangsu Changfei Zhongli optical fiber and cable Co., Ltd. (hereinafter referred to as "Changfei Zhongli"), which agreed that the company would transfer 49% of its equity of Changfei Zhongli to Yangtze Optical Fibre And Cable Joint Stock Limited Company(601869) , and the equity transfer price was 183260000 yuan. After the completion of this transaction, the company no longer holds the equity of Changfei Zhongli.
According to the Listing Rules of Shenzhen Stock Exchange and the articles of association, this transaction is within the approval authority of the chairman of the company and does not need to be submitted to the board of directors and the general meeting of shareholders for deliberation. This transaction does not constitute a connected transaction, nor does it constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies. There are no major legal obstacles to the implementation of the transaction.
2、 Basic information of the counterparty
Company name: Yangtze Optical Fibre And Cable Joint Stock Limited Company(601869)
Enterprise type: joint stock limited company (Sino foreign joint venture, listed)
Registered capital: 757905108 yuan
Registered address: No. 9, Guanggu Avenue, Donghu New Technology Development Zone, Wuhan
Legal representative: Ma Jie
Unified social credit Code: 91420100616400352x
Business scope: research, development, production and sales of preforms, optical fibers, optical cables, communication cables, special cables and devices, accessories, components and materials, manufacturing of special equipment and communication products, and providing engineering and technical services for the above products. (projects with special national regulations can only be operated after approval)
As of September 30, 2021, Yangtze Optical Fibre And Cable Joint Stock Limited Company(601869) has the following equity structure:
Company name shareholding ratio
China Huaxin post and Telecommunications Technology Co., Ltd. 23.73%
Dutch Drake Communication Technology Co., Ltd. 23.73%
Hong Kong Central Clearing (agent) Co., Ltd. 22.64%
Wuhan Yangtze Communication Industry Group Co.Ltd(600345) 15.82%
Others 14.08%
Total 100%
The main financial indicators audited in 2020: total assets of 15855597400 yuan, net assets of 9047489800 yuan, operating income of 8221543000 yuan and net profit of 543677800 yuan.
Upon inquiry, Yangtze Optical Fibre And Cable Joint Stock Limited Company(601869) is not a dishonest executee.
3、 Basic information of transaction object
1. Basic information of transaction object
Company name: Jiangsu Changfei Zhongli optical fiber cable Co., Ltd
Nature of enterprise: limited liability company
Registered capital: 92.88 million yuan
Registered address: Changkun Industrial Park, Changshu City, Jiangsu Province
Legal representative: Wang boxing
Unified social credit Code: 91320581736500075j
Date of establishment: March 6, 2002
Main business: production and sales of optical fiber, optical cable and its series products, optical active and passive components, communication terminal equipment and communication equipment; Sales of optical cable sheath materials and other optical cable raw materials; Related products and services; To engage in the export business of the products and technologies produced by the enterprise and the import business of mechanical equipment, spare parts, raw and auxiliary materials and technologies required by the enterprise, except for the commodities and technologies restricted or prohibited by the state; Welding and installation of communication cables and optical cables. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Shareholders before and after this change:
Before and after the change of shareholder name
Jiangsu Zhongli Group Co.Ltd(002309) 49% 0%
Yangtze Optical Fibre And Cable Joint Stock Limited Company(601869) 48% 97%
Zhang Guosheng 3%
Total 100%
2. Financial data of the latest year and period:
Unit: RMB
December 31, 2020 September 30, 2021
entry name
(audited) (note) (Unaudited)
Total assets 592080284.44 563525405.45
Total liabilities 282127327.55 278793608.57
Net assets 309952956.89 284731796.88
Total accounts receivable 419161439.14 384029913.61
Project Name: January December 2020 (audited) (note) January September 2021 (Unaudited)
Operating income 554640765.71 327499667.37
Operating profit 7300871.27 -18491550.89
Net profit 5752231.92 -19169634.79
Note: the audit data in 2020 are taken from the appraisal report of Jiangsu Zhongqi huazhongtian Assets Appraisal Co., Ltd. and audited by KPMG Huazhen Certified Public Accountants (special general partnership).
3. Equity ownership
After inquiry, Changfei Zhongli does not belong to the dishonest executee. The ownership of the transaction object 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.
4. Transfer of creditor's rights and debts
Jiangsu Zhongli Group Co.Ltd(002309) transfer the creditor's right and debt relationship under optical cables and agreed products and services provided to relevant operators and other companies to Changfei Zhongli.
4、 Evaluation of this transaction
According to the asset appraisal report issued by Jiangsu Zhongqi huazhongtian Assets Appraisal Co., Ltd., the asset-based method and income method are adopted for the appraisal, and the appraisal result of income method is selected as the appraisal conclusion. After the appraisal, the value of all shareholders' equity of Changfei Zhongli on the benchmark date of June 30, 2021 is 374 million yuan, and the appraisal value-added is 67.9196 million yuan, with a value-added rate of 22.19%.
Based on the data of the above asset appraisal report up to the benchmark date of the appraisal, the company and Yangtze Optical Fibre And Cable Joint Stock Limited Company(601869) determined through negotiation that the basic transfer price of the subject equity is RMB 183.26 million.
5、 Main contents of the agreement
1. Parties
Party A: Yangtze Optical Fibre And Cable Joint Stock Limited Company(601869)
Party B: Jiangsu Zhongli Group Co.Ltd(002309)
Party C: Jiangsu Changfei Zhongli optical fiber cable Co., Ltd
2. Subject matter of transaction
The company holds 49% equity of Changfei Zhongli.
3. Agreement price
Based on the data as of the benchmark date of the above asset appraisal report, Party A and Party B have determined through negotiation that the basic transfer price of the target equity is RMB 183.26 million.
4. Liability for breach of contract
Unless otherwise agreed in this agreement, if either party violates this Agreement and causes losses to the other party, it shall compensate the breached party for all losses suffered therefrom.
5. Taxes related to equity transfer
All taxes and expenses arising from the transfer of target equity shall be handled in accordance with the provisions of laws and administrative regulations.
6. Jurisdiction and dispute resolution
Any dispute arising from the performance of this Agreement shall first be settled by Party A, Party B and Party C through friendly negotiation; If the dispute cannot be settled through negotiation, either party may submit the dispute to the people's court where Party C is located for litigation.
7. Effectiveness of the agreement
This Agreement shall come into force after being signed and sealed by the legal representatives or authorized representatives of all parties.
6、 Other arrangements for equity transfer
This transaction does not involve personnel resettlement, land leasing, etc. there will be no horizontal competition with related parties after the completion of the transaction, and there are no other arrangements such as senior personnel change plans of listed companies.
In case of other contingent liabilities of Changfei Zhongli arising before the appraisal base date and not disclosed in the appraisal report due to Jiangsu Zhongli Group Co.Ltd(002309) , Jiangsu Zhongli Group Co.Ltd(002309) after the delivery of the target equity shall still bear joint and several liability for repayment according to its original equity proportion.
Within five years after the delivery date, if Changfei Zhongli terminates its operation and Yangtze Optical Fibre And Cable Joint Stock Limited Company(601869) puts forward a written request, Jiangsu Zhongli Group Co.Ltd(002309) can repurchase Changfei Zhongli land as agreed.
7、 Purpose of this transaction and its impact on the company
The company's sale of 49% of the shares of Changfei Zhongli, a joint-stock company, meets the actual operation and future development needs of the company. This equity transfer is conducive to promoting the company to further integrate resources, optimize asset structure, improve resource use efficiency, focus on the development of the company's core business of photovoltaic sector, and better complete the company's strategic layout of photovoltaic new energy; It is more conducive to promote the company's promotion of key photovoltaic business projects and ensure the sustainable and stable development of the company, which is in line with the interests of the company and all shareholders.
After the completion of this equity transfer, the company no longer holds the equity of Changfei Zhongli. This transaction will not affect the normal operation of the company's production and operation activities. According to the preliminary calculation of the company, the impact of the investment income formed by the transfer of equity on the current period is about 43.37 million yuan (the specific amount needs to be confirmed by the audit institution). Please pay attention to the investment risk.
8、 Documents for future reference
1. Equity transfer agreement;
2. Asset appraisal report.
It is hereby announced.
Jiangsu Zhongli Group Co.Ltd(002309) board of directors February 7, 2022
