Securities code: 002893 securities abbreviation: Beijing Huayuanyitong Thermal Technology Co.Ltd(002893) Announcement No.: 2022-012 Beijing Huayuanyitong Thermal Technology Co.Ltd(002893)
Announcement on the transfer of equity of secondary wholly-owned subsidiaries and passive formation of financial assistance
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. Beijing Huayi Longda Technology Development Co., Ltd. (hereinafter referred to as "Huayi Longda"), a wholly-owned subsidiary of Beijing Huayuanyitong Thermal Technology Co.Ltd(002893) (hereinafter referred to as "the company"), intends to transfer its 100% equity of Longda (Beijing) technology and Culture Development Co., Ltd. (hereinafter referred to as "Longda culture") to Shaopei at the price of 135000 yuan. After the equity transfer, Huayi Longda will no longer hold the equity of Longda culture, and Longda culture will no longer be included in the scope of the company's consolidated statements.
2. 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.
3. The transaction has been deliberated and approved at the 8th meeting of the 3rd board of directors and the 8th meeting of the 3rd board of supervisors; As this equity transfer will passively form financial assistance, it needs to be submitted to the general meeting of shareholders for approval, which is uncertain. The company will timely perform the obligation of information disclosure according to the progress of relevant matters. Please pay attention to investment risks.
1、 Transaction overview
1. In order to optimize the overall equity allocation of yilongpei, a wholly-owned subsidiary of yilongpei, Shao Longpei will be transferred to yilongpei's main business of 1.5 million yuan on November 2022, in order to further improve the overall competitiveness of yilongpei. After the completion of this transaction, Longda culture will no longer be included in the scope of the company's consolidated statements.
2. During the period when Longda culture was a secondary wholly-owned subsidiary of the company, the borrowings incurred by the company to support its daily operation and management will passively form the situation of the company providing external financial assistance after the completion of this transaction. The essence of this business is the continuation of the company's daily operating borrowings from the original secondary wholly-owned subsidiary. As of December 31, 2021, the balance of loans owed by Longda culture to the company and its subsidiaries totaled 70.2991 million yuan (23.8951 million yuan from the company and 46.404 million yuan from Huayi Longda respectively). Longda culture and Shao Pei confirmed the above arrears and issued a letter of commitment to clarify the repayment plan.
3. On February 11, 2022, the company held the 8th meeting of the 3rd board of directors and the 8th meeting of the 3rd board of supervisors, deliberated and adopted the proposal on transferring the equity of secondary wholly-owned subsidiaries and passively forming financial assistance. Independent directors express unanimous independent opinions on this. According to the Listing Rules of Shenzhen Stock Exchange, the articles of association and relevant laws and regulations, this equity transfer will passively form financial assistance, which needs to be submitted to the general meeting of shareholders for approval.
4. There is no related party transaction in this transaction, nor does it constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies.
2、 Basic information of the counterparty
1, Shao Pei, male, China nationality, ID number: 412822198205******, residence: Chaoyang District, Beijing.
2. Shao Pei has no relationship with the listed company, the top ten shareholders of the listed company and Dong Jiangao in terms of property rights, business, assets, creditor's rights, debts and personnel, and there are no other relationships that may or have caused the company to tilt its interests.
3. According to the inquiry of "China executive information disclosure network", Shao Pei is not the person who broke his promise.
3、 Basic information of transaction object
1. Company name: Longda (Beijing) technology and Culture Development Co., Ltd
2. Type: limited liability company (sole proprietorship of legal person)
3. Registered capital: 5 million yuan
4. Legal representative: Lu Likun
5. Unified social credit Code: 91110106ma01r42k2k
6. Date of establishment: May 7, 2020
7. Address: room 04, 5 / F, 101, building 4, zone 3, No. 186, South Fourth Ring West Road, Fengtai District, Beijing
8. Business scope: organizing cultural and artistic exchange activities (excluding commercial performances); Sales of daily necessities, mechanical equipment, musical instruments, knitwear and textiles, stationery, household appliances, electronic products, computers, software and auxiliary equipment, chemical products (excluding hazardous chemicals); Software development; Basic software services; Application software services; Computer system services; Market Research; Economic and trade consultation; Enterprise management consulting; Enterprise planning and design; Designing, producing, acting and publishing advertisements; Undertake exhibition activities; Technology development; Technical consultation; Technical exchange; Technology transfer; Technology promotion; Technical services; Retail publications. (market entities shall independently choose business items and carry out business activities according to law; retail publications, wholesale and retail chemical products and projects subject to approval according to law shall carry out business activities according to the approved contents after being approved by relevant departments; they shall not engage in business activities of projects prohibited and restricted by national and municipal industrial policies.)
9. The equity structure before and after this transaction is as follows:
Before and after this transaction
Name of shareholder contribution amount of contribution amount of contribution amount of registered contribution amount of contribution amount of contribution amount of registered capital (10000 yuan) proportion of capital (10000 yuan)
Huayi Longda 500 100% 0%
Shao Pei 0% 500 100%
10. Main financial indicators:
Unit: Yuan
Financial indicators August 31, 2021 / December 31, 2021 / January August 2020 (audited)
Total assets 70055053.31 68551139.67
Total liabilities 70379466.34 69741940.42
Accounts receivable 0.00 0.00
Total amount involved in contingencies
(including guarantee, litigation and arbitration matters)
Net assets -324413.03 -1190800.75
Operating income 0.465332.50
Total profit 735362.47 -1252958.49
Net profit 866387.72 -1190800.75
Net cash flow from operating activities 388081.50 69517732.04
11. Longda culture, the subject of this transaction, is not a dishonest executee.
12. This transaction of the company does not involve the transfer of creditor's rights and debts.
13. The subject matter of this transaction is 100% equity of Longda culture. As of the date of this announcement, Longda culture has no mortgage, pledge or other third-party rights, no major disputes, litigation or arbitration matters involving relevant assets, and no judicial coercive measures such as seizure and freezing. The company does not provide guarantee for Longda culture, nor does it entrust Longda culture with financial management or occupy the company's funds. As a secondary wholly-owned subsidiary of the company, Longda culture borrowed a total of RMB 70.2991 million from the company and its subsidiaries due to business needs. After this equity transfer, the company passively formed the company to provide financial assistance to Longda culture.
14. Analysis on the pricing situation and fairness and rationality of the transaction object
According to the assets appraisal report on the value of all shareholders' equity of Longda (Beijing) science, technology and Culture Development Co., Ltd. Beijing Huayuanyitong Thermal Technology Co.Ltd(002893) involved in the proposed transfer of equity (Guo Rong Xing Hua Ping Bao Zi [2022] No. 02040) issued by Beijing Guorong Xing Hua Assets Appraisal Co., Ltd. on January 30, 2022, with August 31, 2021 as the appraisal base date, Using the asset-based method to evaluate the transaction object, the total appraisal value of 100% equity of the target company on the benchmark date of August 31, 2021 is RMB 130700. Combined with the above evaluation conclusion, through negotiation between the parties to the transaction, it is determined that the transaction price is 135000 yuan, which Shaopei will pay in cash. The pricing of this transaction is fair, and there is no situation that damages the interests of the company or shareholders. 4、 Main contents of the transaction agreement
Party A (transferor): Beijing Huayi Longda Technology Development Co., Ltd
Party B (transferee): Shao Pei
(I) Company Profile
1. Longda (Beijing) technology and Culture Development Co., Ltd. (hereinafter referred to as the "target company") has a registered capital of 5 million yuan and its legal representative is Lu Likun. The equity structure of the target company is:
No. shareholder name subscribed capital contribution (10000 yuan) shareholding ratio
1 Beijing Huayi Longda Technology Development Co., Ltd. 500 100.00%
Total 500 100.00%
(II) equity transfer
1. Both parties agree that Party A will transfer 100% of the equity of the target company (corresponding to the capital contribution of 5 million yuan) held by Party A to Party B, and Party B agrees to transfer such equity (hereinafter referred to as "subject equity"). After this equity change, the equity structure of the target company is:
No. shareholder name subscribed capital contribution (10000 yuan) shareholding ratio
1 Shaopei 500 100.00%
Total 500 100.00%
2. Party A and Party B agree to jointly approve a qualified appraisal company to conduct asset appraisal on August 31, 2021. According to the asset appraisal report (Guorong Xinghua pingbao Zi [2022] No. 02040) issued by Beijing Guorong Xinghua Asset Appraisal Co., Ltd., the appraisal value of all shareholders' rights and interests of the target company is 130700 yuan. Referring to the appraisal results, the price of 100% equity transfer of the target company is 135000 yuan ("transfer price") after negotiation between the two parties.
3. Party A and Party B confirm that Party B shall make a one-time payment of 135000 yuan for the above equity transfer to Party A within 60 days from the date of signing this agreement.
4. The equity transferred by Party A to Party B includes all shareholders' rights and obligations contained in such equity, as well as other rights and interests attached to the Transferred Equity in accordance with laws and regulations and the articles of association of the target company. Party B (transferee) shall enjoy or bear the operating profits and losses from the appraisal base date of the asset appraisal report to the delivery date of the underlying equity.
5. Both parties agree that all taxes arising from the equity transfer under this contract shall be borne and paid by both parties respectively, and Party A and Party B shall pay corresponding taxes to the tax and other relevant departments in accordance with the provisions of relevant laws and regulations. (III) rights and obligations of both parties
1. Party A guarantees that the equity transferred under this agreement is legally held by Party A without any restrictions on rights, including but not limited to the interests of a third party, pledge, etc.
2. Party B guarantees that the target company will pay off other payables and interests to Party A and Party A's parent company before December 31, 2022.
3. Party A shall, within 15 days from the effective date of this agreement, transfer the financial statements, asset lists, archives, seals and other documents of the target company and the personnel appointment, removal and operation and management authority of the target company to Party B (the date of control transfer).
4. Within 30 days after the signing and effectiveness of this agreement, both parties shall complete the industrial and commercial change registration of the target company for this equity transfer. Party A and Party B shall cooperate with the target company to sign relevant industrial and commercial change documents and handle the industrial and commercial change registration.
5. After the above industrial and commercial change registration procedures are completed, Party A shall be deemed to have fulfilled the obligation of equity delivery under this agreement, and all shareholders' rights and obligations of the subject equity shall be enjoyed and borne by Party B.
6. Party B guarantees to pay the equity transfer payment to Party A according to the payment method agreed in this agreement.
(IV) liability for breach of contract
1. Once this Agreement comes into force, both parties shall consciously perform it. If either party fails to fully perform its obligations in accordance with the provisions of the agreement, it shall correct it within 10 days after receiving the written notice of correction required by the non breaching party. If the breaching party refuses to correct it or fails to correct it after 10 days, the non breaching party has the right to terminate it
