Securities code: 603031 stock abbreviation: Anhui Andeli Department Store Co.Ltd(603031) No.: 2022-011
Anhui Andeli Department Store Co.Ltd(603031)
Announcement on related party transactions involved in the investment projects of some raised funds from non-public issuance of a shares
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 notes:
Anhui Andeli Department Store Co.Ltd(603031) (hereinafter referred to as “the company”) plans to issue non-public shares to raise a total amount of no more than RMB 1350 million for the acquisition of 15% equity of Ningbo Yajin Electronic Technology Co., Ltd. (hereinafter referred to as “Yajin technology”). Whereas the counterparty Ningbo Yafeng Electric Appliance Co., Ltd. (hereinafter referred to as “Ningbo Yafeng”, now renamed Fujian Nanping Dafeng Electric Appliance Co., Ltd.) and Chen Xuegao signed the conditional effective share transfer agreement on September 9, 2021 and the supplementary agreement to the share transfer agreement on November 15, 2021, Chen Xuegao transferred 15% of the company’s shares held by him to Ningbo Yafeng. As of February 9, 2022, the relevant equity transfer procedures are being handled. According to the stock listing rules of Shanghai Stock Exchange, Ningbo Yafeng is a related party of the company, and this equity acquisition constitutes a related party transaction.
On February 9, 2022, the company, Anfu energy and Ningbo Yafeng signed the share transfer agreement on 15% shares of Ningbo Yajin Electronic Technology Co., Ltd.
The eighth meeting of the Fourth Board of directors of the company has considered and approved the proposal on related party transactions related to the equity acquisition. The independent directors of the company reviewed the related party transactions and issued prior approval opinions and independent opinions.
The related party transactions involved in the company’s non-public offering of A-Shares must be submitted to the general meeting of shareholders for deliberation and approval before implementation.
1、 Overview of related party transactions
The company plans to issue non-public shares to no more than 35 specific objects to raise a total amount of no more than RMB 1350 million for the acquisition of 15% equity of Yajin technology held by Ningbo Yafeng. In view of the conditional share transfer agreement signed on September 9, 2021 and the supplementary agreement to the share transfer agreement signed on November 15, 2021 by the counterparties Ningbo Yafeng and Chen Xuegao, Chen Xuegao transferred 15% of the shares of the company he held to Ningbo Yafeng. As of February 9, 2022, the relevant equity transfer procedures are being handled, According to the Listing Rules of Shanghai Stock Exchange, Ningbo Yafeng is a related party of the company, and this equity acquisition constitutes a related party transaction.
On February 9, 2022, the company, Anfu energy and Ningbo Yafeng signed the share transfer agreement on 15% shares of Ningbo Yajin Electronic Technology Co., Ltd. The eighth meeting of the Fourth Board of directors of the company has considered and approved the proposal on related party transactions related to the equity acquisition. The independent directors of the company reviewed the related party transactions and issued prior approval opinions and independent opinions.
The related party transactions involved in the company’s non-public offering of A-Shares must be submitted to the general meeting of shareholders for deliberation and approval before implementation.
2、 Introduction to related parties
(I) introduction to relationship
According to the above share transfer agreement and supplementary agreement signed by Ningbo Yafeng and Chen Xuegao in 2021, Ningbo Yafeng is a related party of the company according to the stock listing rules of Shanghai Stock Exchange.
(II) basic information of related parties
1. Basic information of Ningbo Yafeng
Name: Fujian Nanping Dafeng Electric Appliance Co., Ltd
Registered address: Science and technology innovation Shenzhen New Industries Biomedical Engineering Co.Ltd(300832) Park, No. 14, Tianxiang Road, Xiadao Town, Nanping Industrial Park, Yanping District, Nanping City, Fujian Province
Legal representative: Jiao shuge
Registered capital: 1 billion yuan
Date of establishment: August 26, 1999
Unified social credit Code: 913507007053334386
Business scope: general items: technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Battery manufacturing; Battery sales (except for projects subject to approval according to law, carry out business activities independently according to law with the business license) (not prohibited in the negative list of foreign investment access)
(business activities in the field of investment)
2. Equity control relationship
As of the disclosure date of this announcement, the equity structure of Ningbo Yafeng is as follows:
Name of shareholder contribution amount (10000 yuan) contribution proportion (%)
GORGEOUS COMPANY LIMITED 100,000.00 100.00
Total 100000.00 100.00
3. Main business conditions
In the past three years, Ningbo Yafeng has no other actual business except holding Yajin technology shares.
4. Main financial indicators of the last year
According to the audit report wyzsz [2021] No. 080 issued by Anhui Xingye certified public accountants, the main financial data of Ningbo Yafeng in the last year are as follows:
Unit: 10000 yuan
December 31, 2020
Total assets 580113.01
Total liabilities 416262.33
Owner’s equity 163850.68
Project 2020
Total profit 68442.46
Net profit 52650.13
3、 Subject matter of related party transactions
(I) overview of Yajin Technology
Company name: Ningbo Yajin Electronic Technology Co., Ltd
Registered capital: 3750354000 yuan
Legal representative: Jiao shuge
Date of establishment: March 11, 2004
Address: room 139, No. 1, building 1, No. 2, Xinqi Xinjian Road, Beilun District, Ningbo
Company type: joint stock limited company (unlisted, natural person investment or holding)
Business scope: development and sales of electronic computers and software; System integration; Network engineering construction; Sales of electronic computers, grid consumables and office equipment; Investment consulting.
(without the approval of financial and other regulatory authorities, it is not allowed to engage in financial businesses such as deposit taking, financing guarantee, financial management on behalf of customers and capital collection (financing) from the public)
(II) share capital structure
As of the disclosure date of this announcement, the top ten shareholders and shareholding of Yajin technology are as follows:
Serial number shareholder name shareholding quantity shareholding ratio (10000 shares) (%)
1 Anfu energy 135012.74 36.00
2 Ningbo Yafeng 128987.26 34.39
3 Beijing Xinding Rongsheng Capital Management Co., Ltd. – Xinding gnawing Ge Nanfu Xinsan 8320.00 2.22 board fund No. 20
4 Beijing Zhongrong Dingxin Investment Management Co., Ltd. – Zhongrong Dingxin Boying No. 1 6968.00 1.86 new third board fixed increase fund
5 Three Gorges Finance Co., Ltd. 6000.00 1.60
6 Gf Securities Co.Ltd(000776) special securities account for market making 4580.46 1.22
7 Ningbo Jiaying doff equity investment partnership (limited partnership) 4126.25 1.10
8 Ningbo Huidong investment management partnership (limited partnership) 4112.60 1.10
9 Fujian June 18th industrial equity investment partnership (limited partnership) 4000.00 1.07
10 Shanghai Xiangda Equity Investment Fund Management Co., Ltd. 2400.00 0.64
Total 304507.31 81.20
Note: Ningbo Yafeng has irrevocably entrusted the voting rights corresponding to its 562553100 shares (accounting for 15% of the total share capital of Yajin Technology) to the listed company.
(III) ownership of main assets
As of the disclosure date of this announcement, 34.39% of the shares of Yajin technology held by Ningbo Yafeng were pledged. Yajin technology’s shares in Nanfu battery and Zhejiang smart Alliance Business Service Co., Ltd. are still in a judicial freeze due to the contract dispute of Yunnan branch of China United Network Communication Co., Ltd. In addition to the above equity freezing and pledge, there are no other restrictions on external guarantee, mortgage, pledge, freezing and other rights of Yajin technology.
(IV) development of main business
The underlying asset of this related party transaction is 15% equity of Yajin technology, and the core asset of Yajin technology is Nanfu battery controlled by it. Nanfu battery is mainly engaged in battery R & D, production and sales. In addition to investing in and holding shares in invested companies such as Nanfu battery, Yajin technology has no other actual business.
4、 Pricing basis of related party transactions
The transaction price of the underlying assets involved in this related party transaction refers to the asset evaluation results of the evaluation institution as the pricing basis, which is determined by the parties to the transaction through consultation.
5、 Main contents of the share transfer agreement on 15% shares of Ningbo Yajin Electronic Technology Co., Ltd
On February 8, 2022, the company, Anfu energy and Ningbo Yafeng signed the share transfer agreement on 15% shares of Ningbo Yajin Electronic Technology Co., Ltd. the main contents of the agreement are as follows:
(I) contract subject and signing time
Ningbo Yafu Technology Co., Ltd. signed the agreement on the transfer of Ningbo Yafu Electronics Co., Ltd. on February 15, 2022.
(II) subject matter of transfer
Ningbo Yafeng agrees that according to the terms and conditions agreed in this agreement, Transfer the target shares legally held by it in Yajin Technology (i.e. 562553100 shares of Yajin Technology) and all rights and interests corresponding to the target shares to Anfu energy (the above “corresponding rights and interests”) Including but not limited to the ownership, profit distribution claim, asset distribution right, voting right and other rights and interests related to the target shares in accordance with Chinese laws and regulations and the articles of association of the target company); Anfu energy agrees to transfer the target shares according to the terms and conditions agreed in this agreement.
(III) transfer method, transfer consideration and payment arrangement
1. The transfer of target shares is carried out by agreement.
2. According to the appraisal value determined in the asset appraisal report issued by the asset appraisal institution in compliance with the provisions of the securities law, all parties confirm that the transfer consideration of the target shares is one billion three hundred and fifty million yuan (135 million yuan), equivalent to 2.40 yuan per share.
3. The parties agree that the specific payment arrangements for the above share transfer consideration are as follows:
(1) Within 10 working days after the following conditions are met (whichever is later), Anfu energy will pay the share transfer consideration of RMB 560000000 to Ningbo Yafeng: I) this agreement has come into force; And II) there is no other share pledge on the target shares except Anhui Andeli Department Store Co.Ltd(603031) as the pledgee. (2) Transfer of target shares to Anfu
