Securities code: 000803 securities abbreviation: Bece Legend Group Co.Ltd(000803) Announcement No.: 2022-020 Bece Legend Group Co.Ltd(000803)
Announcement on the acquisition of 95% equity of Yinchuan baolvte Biotechnology 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.
Bece Legend Group Co.Ltd(000803) (hereinafter referred to as "the company" or " Bece Legend Group Co.Ltd(000803) ") held the 48th meeting of the 10th board of directors on February 8, 2022. The meeting deliberated and adopted the proposal on acquiring 95% equity of Yinchuan baolvte Biotechnology Co., Ltd. The relevant matters are hereby announced as follows:
1、 Transaction overview
In order to focus on the overall strategic development plan of kitchen organic waste treatment and waste edible oil resource utilization business, the company plans to acquire 48.03627% and 46.96373% equity of Yinchuan baolvte Biotechnology Co., Ltd. (hereinafter referred to as "baolvte" or "target company") respectively held by counterparties Cao Jianyi and Jin Jianru in cash. According to the equity transfer agreement on Yinchuan baolvte Biotechnology Co., Ltd. signed by both parties in Lixia District, Jinan on February 8, 2022, the transfer price corresponding to the subject equity is tentatively set at 125.4 million yuan (in words: 125.4 million yuan). After the acquisition, the company will hold 95% of the equity of baolvte, which will become a Bece Legend Group Co.Ltd(000803) holding subsidiary and be included in the scope of the company's consolidated statements.
According to the relevant provisions of the Listing Rules of Shenzhen Stock Exchange and the articles of association, this transaction does not constitute a connected transaction, nor does it constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies. The transaction has been deliberated and approved by the board of directors of the company and does not need to be submitted to the general meeting of shareholders of the company for deliberation.
2、 Basic information of counterparty
1. Cao Jianyi (natural person)
ID number: 640103************
Address: Xixia District, Yinchuan City, Ningxia
Employer: baolvte, Yinchuan wanshengliyang Environmental Protection Technology Co., Ltd
2. Jin Yuru (natural person)
ID number: 640103************
Address: Xixia District, Yinchuan City, Ningxia
Employer: baolvte and Ningxia wal Kingfa Sci.& Tech.Co.Ltd(600143) Industrial Development Co., Ltd
The above-mentioned counterparties have no relationship with the company and its top ten shareholders 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. The above-mentioned counterparties are not dishonest Executees.
3、 Basic information of transaction object
1. Basic information
Company name: Yinchuan baolvte Biotechnology Co., Ltd
Unified social credit Code: 91640100763229700d
Registered capital: 38.6 million yuan
Type: limited liability company (invested or controlled by natural person)
Legal representative: Cao Jianyi
Date of establishment: June 6, 2005
Business term: from June 6, 2005 to no fixed term
Address: 150 meters northwest of Runfeng village primary school, Fengdeng Town, Jinfeng District, Yinchuan, Ningxia
Business scope: development and production of environmental protection products; Technical consultation and environmental protection; Feed production; Sales of wires; Production and sales of waste oil; Garbage removal and transportation; Production and sales of organic fertilizer, microbial fertilizer and water-soluble fertilizer. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
2. Ownership structure: Cao Jianyi holds 51.04% and Jin Jianru holds 48.96%.
3. Main financial data:
Unit: Yuan
Project December 31, 2021 (Unaudited) December 31, 2020 (audited)
Total assets 134345517.91 120003170.77
Total liabilities 108577071.91 106003659.05
Total accounts receivable 23356203.20 3008393.40
Total amount involved in contingencies --
Net assets 25768446.00 13999511.72
Project: January December 2021 (Unaudited) January December 2020 (audited)
Operating income 54290457.52 42236889.63
Operating profit 6028596.42 -6454402.57
Net profit 10943335.53 -5005371.80
Note: the financial statements of the subject company in 2020 were audited by Ningxia Wuyue United Certified Public Accountants and issued a standard unqualified audit report (Wuyue kuaishan [2021] No. 59).
4. Description of other situations
The target company is a franchise company established in accordance with the law. At present, it operates Yinchuan food waste treatment project. The designed treatment scale is 200 tons / day of food waste, which is planned to be expanded to 400 tons / day. The collection and transportation scope is in the administrative areas under the jurisdiction of Yinchuan City (Xingqing District, Jinfeng district and Xixia District). At the end of 2021, the actual daily treatment capacity is nearly 400 tons / day, and the charging price is 240 yuan / ton, including collection and transportation Disposal fee.
After inquiry, the target company has business transactions with the counterparty. The target company still owes Cao Jianyi and Jin Jianru current accounts, with the balance of 74 million yuan and 2.6 million yuan respectively. There is no situation of providing financial assistance to the counterparty in the form of business capital transactions. The target company lent 10 million yuan to Xincheng sub branch of Bank of Ningxia Co., Ltd. on June 7, 2021, and Yinchuan SME Financing Guarantee Co., Ltd. provided guarantee for the loan; The counterparties Cao Jianyi and Jin Jianru respectively provide equity pledge with equity amount of 19.7 million yuan and 18.9 million yuan and guarantee guarantee provided by the target company as the counter guarantee provided by the above Yinchuan SME Financing Guarantee Co., Ltd.
The articles of association of the subject company does not contain any provisions restricting shareholders' rights other than laws and regulations. The target company is not a dishonest person to be executed, there is no financial assistance, no major disputes, litigation or arbitration matters, and no judicial measures such as seizure and freezing. As of the disclosure date of this announcement, the company has not provided guarantee, financial assistance or entrusted financial management for the target company, nor has it had any business dealings with the target company. 4、 Main contents of the transaction agreement
Equity purchaser (Party A): Bece Legend Group Co.Ltd(000803)
Equity transferor 1 (Party B 1): Cao Jianyi
Equity transferor 2 (Party B 2): Jin Jianru
1. Transaction scheme
All parties agree that Party A intends to acquire 95% of the equity of the target company held by Party B, including 48.03627% of the equity of the target company held by Party B 1 and 46.96373% of the equity of the target company held by Party B 2. After the acquisition, the equity structure of the target company is 95% held by Party A, 3% held by Party B 1 and 2% held by Party B 2. After the delivery date, Party A has the right to choose to purchase the remaining 5% equity of the target company held by Party B 1 and Party B 2 in accordance with the equity transfer scheme and pricing method agreed in the agreement. At that time, Party B shall cooperate with Party A to transfer in accordance with the agreement and sign another 5% equity transfer agreement, otherwise Party B 1 and Party B 2 shall bear the corresponding liability for breach of contract. Before the above equity transfer is completed, Party B shall not transfer the equity of the target company to any subject other than Party A.
2. Transfer price
2.1 the parties confirm that the overall value of the target company is calculated according to the standard that the price of 100% equity of the target company and the total liabilities of the target company as of the audit base date do not exceed 24 million yuan (in words: 240 million yuan). The details of this transaction plan are as follows:
2.1.1 Party B and the target company disclose that the total liabilities of the target company as of the audit base date are 108 million yuan (in words: 108 million yuan only).
2.1.2 the transfer price of the subject equity: calculated as 95% of the price of 100% equity of the target company. According to the total liabilities of the target company as of the audit base date disclosed by Party B and the target company, the transfer price corresponding to the subject equity is tentatively set at 125.4 million yuan (in words: one hundred and twenty-five million four hundred thousand yuan only).
2.1.3 the parties agree that if the total debt of the target company approved by the third-party intermediary appointed by Party A is more than 108 million yuan as of the audit base date, Party A has the right to deduct the part more than 108 million yuan from the unpaid equity transfer price within 5 working days from the date of issuance of the above audit report. If the unpaid equity transfer price is insufficient to deduct, Party B shall make supplementary payment to Party A.
2.1.4 the remaining 5% equity price of the target company that has not been acquired this time is included in the overall value of the above target company of RMB 24 million, not included in the subject equity transfer price agreed in article 2.1.2.
3. Payment arrangement of the underlying equity transfer price
3.1 phase I payment arrangement: within 3 working days from the date of signing this agreement, Party A shall pay the target equity transfer deposit of 14 million yuan to the designated accounts of Party B 1 and Party B 2 according to their respective equity transfer proportion. 3.2 phase II payment arrangement: Party A and Party B shall open a joint management account in the name of Party A at a bank recognized by both parties within 3 working days from the date when all the transaction preconditions (effective conditions of this Agreement) agreed in Article 4 of this Agreement are met and the third-party intermediary designated by Party A has issued a formal audit report on the total debt of the target company as of the audit base date, The specific information of the joint management account shall be subject to the information of the joint management account jointly opened by both parties at that time (hereinafter referred to as the "joint management account"). Within 3 working days after the opening of the joint management account, Party A shall pay the subject equity transfer price of phase II to the joint management account, and the subject equity transfer price of phase I and phase II accounts for 70% of the subject equity transfer price in total. For the avoidance of doubt, if the underlying equity transfer price is adjusted according to the provisions of article 2.1.3, the total amount of the underlying equity transfer price corresponding to the payment proportion of each period shall be adjusted accordingly.
3.3 within 10 working days from the date when Party A pays the second phase of the subject equity transfer price to the joint management account, all parties shall cooperate to complete the industrial and commercial change registration procedures of the subject equity transfer, and within 10 working days from the date of completion of the above industrial and commercial change registration procedures (subject to the approval notice of industrial and commercial change registration), The equity transfer price of the subject matter of the second phase shall be released from the joint management of the account and paid to their respective designated accounts according to the respective equity transfer proportion of Party B 1 and Party B 2.
3.4 payment arrangement of the third phase: all parties agree that Party B shall, within 5 working days after Party A confirms that Party B has facilitated the target company to obtain the relevant supplementary agreement and approval documents agreed in this agreement, pay the equity transfer price of the subject matter of the third phase to their respective designated accounts according to the respective equity transfer proportion of Party B 1 and Party B 2, phase I, phase II The total equity transfer price of the third phase accounts for 90% of the underlying equity transfer price.
3.5 if there are no major adverse events caused by Party B within 12 months from the closing date of the target company (the major adverse events are events that have a cumulative negative impact on the net assets of more than RMB 3 million) and Party A has paid the third phase of equity transfer price, Party A shall, within 5 working days after the above conditions are met, pay the balance of equity transfer price to Party B 1 Party B 2 shall pay their respective equity transfer proportion to their respective designated accounts. Within 12 months from the closing date, in case of major adverse events caused by Party B in the target company, Party A has the right to deduct the amount involved in relevant major adverse events from the remaining unpaid target equity transfer price, and pay the balance of the total equity transfer price to the account designated by Party B. if the remaining equity transfer price is insufficient to be deducted, Party B shall be responsible for making up in cash.
4. Transaction prerequisites
4.1 each party confirms that the preconditions for the equity transaction under this agreement also constitute the preconditions for the effectiveness of this agreement, subject to the satisfaction of all the following conditions:
4.1.1 Party B has urged the transfer of the subject equity involved in the cost agreement to obtain the written consent of the competent government department for food waste treatment in the city where the target company is located.
4.1.2 Party A has reviewed and approved the subject matter equity transfer and other matters involved in this agreement through necessary internal decision-making procedures, including but not limited to the resolutions of the board of directors and / or the general meeting of shareholders.
4.2 if the preconditions of the transaction under this article are not fully met due to Party B within 120 days after the signing of this Agreement (or a later period agreed by all parties in writing), Party B shall return the deposit paid by Party A twice within 10 days from the date when the conditions are confirmed as impossible to be met / remedied, and this Agreement shall be terminated at the same time; Due to Party A's reasons, the payment under this article
