Securities code: 002893 securities abbreviation: Beijing Huayuanyitong Thermal Technology Co.Ltd(002893) Announcement No.: 2022-011 Beijing Huayuanyitong Thermal Technology Co.Ltd(002893)
Announcement on the transfer of equity of 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 Huayuanyitong Thermal Technology Co.Ltd(002893) (hereinafter referred to as "the company") plans to transfer 100% equity of its wholly-owned subsidiary Shenyang Jianyuan heating Co., Ltd. (hereinafter referred to as "Shenyang Jianyuan") to Jilin Zhongmao Construction Engineering Co., Ltd. (hereinafter referred to as "Jilin Zhongmao") at the price of RMB 11 million. After the completion of this transaction, the company will no longer hold the equity of Shenyang Jianyuan, and Shenyang Jianyuan 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 further integrate and optimize resource allocation and enhance the overall competitiveness of the company, the company signed the equity transfer agreement with Jilin Zhongmao on February 11, 2022. The company plans to transfer 100% of the equity of Shenyang Jianyuan to Jilin Zhongmao at RMB 11 million. After the completion of this transaction, Shenyang Jianyuan will no longer be included in the scope of the company's consolidated statements for accounting.
2. During the period when Shenyang Jianyuan was a wholly-owned subsidiary of the company, the borrowings incurred by the company to support its daily operation and management will passively form the situation that the company will provide external financial assistance after the completion of this transaction. The essence of this business is the extension of the company's daily operating borrowings from the original wholly-owned subsidiary. As of December 31, 2021, Shenyang Jianyuan's total loan balance owed to the company and its subsidiaries was 6.9454 million yuan (6.8054 million yuan from the company and 140000 yuan from Beijing Huatong Xingyuan Heating Technology Co., Ltd., a wholly-owned subsidiary of the company). Shenyang Jianyuan confirmed the above arrears and issued a letter of commitment to clarify the repayment plan.
3. The company held the 8th meeting of the 3rd board of directors and the 8th meeting of the 3rd board of supervisors on February 11, 2022, and deliberated and adopted the proposal on transferring equity of wholly-owned subsidiaries and passive formation of 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
(I) overview of counterparties
1. Enterprise name: Jilin Zhongmao Construction Engineering Co., Ltd
2. Type: limited liability company (invested or controlled by natural person)
3. Registered capital: 40 million
4. Unified social credit Code: 91220103ma17ut219a
5. Legal representative: Zheng Jiansheng
6. Date of establishment: November 26, 2020
7. Address: room 212, No. 137, Changxin street, Kuancheng District, Changchun City
8. Business scope: Housing construction engineering; Professional contracting of building decoration; General contracting of housing construction projects; General contracting of power engineering construction; General contracting of mechanical and electrical engineering; Water conservancy and hydropower projects; Municipal utilities; Fire fighting facilities engineering; Building electromechanical installation works; Urban and road lighting works; Power transmission and transformation project; Special engineering contracting; Hoisting of special equipment; Contracting of hoisting equipment installation works (the above projects shall be operated with qualification certificates); Distribution of power equipment, hardware and electrical equipment, building materials (excluding flammable, explosive and toxic chemicals); Machinery and equipment leasing (for projects that must be approved according to law, business activities can be carried out only after being approved by relevant departments).
9. Ownership structure: natural person Zheng Jiansheng holds 60%, natural person Hu Hao holds 40%, and the total shareholding is 100%. 10. Jilin Zhongmao 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.
11. Main financial data of Jilin Zhongmao
Unit: Yuan
Financial indicators December 31, 2021 / 2021 December 31, 2020 / 2020 (Unaudited) (Unaudited)
Total assets 29130537.6 2000060.01
Total liabilities 27085042.14 505.00
Net assets 2045495.46 1999555.01
Operating income 5323113.15 0.00
Total profit 47107 -444.99
Net profit 45940.45 -444.99
- 3428773.21 0.00 net cash flow from operating activities
(IV) whether it is a dishonest person to be executed
Jilin Zhongmao is not a dishonest person to be executed.
3、 Basic information of transaction object
1. Enterprise name: Shenyang Jianyuan heating Co., Ltd
2. Enterprise type: limited liability company (sole proprietorship of legal person invested or controlled by natural person)
3. Legal representative: Dong Changyou
4. Registered capital: 10 million yuan
5. Unified social credit Code: 91210105750766793j
6. Date of establishment: August 15, 2019
7. Address: No. 41, Yalujiang street, Huanggu District, Shenyang
8. Business scope: heating service, house maintenance.
(for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments.)
9. The equity structure before and after this transaction is as follows:
Before and after this transaction
Name of shareholder contribution amount (10000 yuan) contribution amount in registered contribution amount (10000 yuan) contribution amount in registered capital proportion
Beijing Huayuanyitong Thermal Technology Co.Ltd(002893) 1,000 100% 0 0%
Jilin Zhongmao 0% 1000 100%
10. Main financial indicators:
Unit: Yuan
Financial indicators August 31, 2021 / December 31, 2021 / January August 2020 (audited)
Total assets 28057102.53 33192681.95
Total liabilities 19974146.59 24416248.06
Accounts receivable 1896642.60 1325455.56
Total amount involved in contingencies 264781.56 1911070.9 (including guarantee, litigation and arbitration matters)
Net assets 8082955.94 8776433.89
Operating income 7214390.21 10079275.97
Total profit -924637.27 -2678693.79
Net profit -693477.95 -2019275.75
Net cash flow from operating activities -600268.48 2815267.45
11. Shenyang Jianyuan, 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 Shenyang Jianyuan. As of the date of this announcement, Shenyang Jianyuan 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 Shenyang Jianyuan, nor does it entrust Shenyang Jianyuan with financial management or occupy the company's funds. As a wholly-owned subsidiary of the company, Shenyang Jianyuan borrowed a total of RMB 6.9454 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 Shenyang Jianyuan.
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 Shenyang Jianyuan heating 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. 020041) issued by Beijing Guorong Xing Hua Assets Appraisal Co., Ltd. on January 30, 2022, and taking August 31, 2021 as the appraisal base date, the subject matter of the transaction is appraised using the asset-based method, The total appraisal value of 100% equity of the target company on the benchmark date of August 31, 2021 is RMB 11.7666 million. Combined with the above evaluation conclusion, through negotiation between the parties to the transaction, it is determined that the transaction price is 11 million yuan, which Jilin Zhongmao 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 Huayuanyitong Thermal Technology Co.Ltd(002893)
Party B (transferee): Jilin Zhongmao Construction Engineering Co., Ltd
(I) Company Profile
1. Shenyang Jianyuan heating Co., Ltd. (hereinafter referred to as the "target company") has a registered capital of 10 million yuan and its legal representative is Dong Changyou. The equity structure of the target company is:
No. shareholder name subscribed capital contribution (10000 yuan) shareholding ratio
1 Beijing Huayuanyitong Thermal Technology Co.Ltd(002893) 1,000 100.00%
(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 RMB 10 million) 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 Jilin Zhongmao Construction Engineering Co., Ltd. 1000 100.00%
Total 1000 100.00%
2. Party A and Party B agree to jointly approve a qualified appraisal company to conduct the asset appraisal on August 31, 2021. According to the asset appraisal report (Guorong Xinghua pingbao Zi [2022] No. 020041) issued by Beijing Guorong Xinghua Asset Appraisal Co., Ltd., the appraisal value of all shareholders' rights and interests of the target company is RMB 11.7666 million. Referring to the appraisal results, the transfer price of 100% equity of the target company is 11 million yuan ("transfer price") through negotiation between the two parties.
3. Party A and Party B confirm that Party B shall report to Party A in accordance with the time limit and method agreed below
