Securities code: 002893 securities abbreviation: Beijing Huayuanyitong Thermal Technology Co.Ltd(002893) Announcement No.: 2022-013 Beijing Huayuanyitong Thermal Technology Co.Ltd(002893)
Announcement on the transfer of equity of wholly-owned subsidiaries
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 9.5127% equity of the joint-stock company Beijing Century Mattel Property Management Co., Ltd. (hereinafter referred to as "century Mattel") to Bai Guiming at the price of RMB 19.9 million. After the completion of this transaction, Huayi Longda will no longer hold the equity of century Mattel.
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. This 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 of the company, and does not need to be submitted to the general meeting of shareholders of the company for deliberation. 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 industrial layout and focus on the core business, Huayi Longda signed the equity transfer agreement with Bai Guiming on February 11, 2022. The company plans to transfer the 9.5127% equity of century Mattel to Bai Guiming at RMB 19.9 million. After the completion of this transaction, Huayi Longda will no longer hold the equity of century Mattel.
2. On February 11, 2022, the company held the eighth meeting of the third board of directors and the eighth meeting of the third board of supervisors, and deliberated and adopted the proposal on the transfer of equity of its participating companies by wholly-owned subsidiaries. Independent directors express unanimous independent opinions on this.
3. 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, Bai Guiming, male, China nationality, ID number: 132529197809******, residence: Chaoyang District, Beijing.
2. Bai Guiming 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 and debts and personnel, and there are no other relationships that may or have caused the company to tilt its interests.
3. According to the query of "China executive information disclosure network", Bai Guiming is not the person who has broken his promise.
3、 Basic information of transaction object
1. Company name: Beijing Century Mattel Property Management Co., Ltd
2. Type: limited liability company (invested or controlled by natural person)
3. Legal representative: Wu Peng
4. Registered capital: 5263171 million yuan
5. Unified social credit Code: 911101127940905616
6. Date of establishment: September 18, 2006
7. Address: 1st floor, building 8, Zone D, hongbojiayuan phase II, Xiaohongmen Township, Chaoyang District, Beijing
8. Business scope: selling food; Cleaning, collection, transportation and treatment of urban domestic waste; Operating telecommunication business; Engineering survey; Engineering design; Road cargo transportation (excluding dangerous goods); estate management; Energy saving technology development; Technical services; Operation and management of motor vehicle public parking lot; Catering management; Family services (business activities are not allowed if they do not meet the general requirements of domestic services); Leasing construction machinery and construction equipment; Car rental (excluding buses with more than nine seats); Leasing special equipment; Renting commercial and office buildings; Car washing service (excluding traditional car washing); Enterprise planning; Economic and trade consultation; Conference services; Undertake exhibition activities; Organize cultural and artistic exchange activities (excluding performances); Computer graphic design and production; Retail boilers, automobiles, auto parts, mechanical equipment, electronic products, hardware and electrical equipment, building materials, daily necessities, stationery, sporting goods, knitwear and textiles and clothing; Water pollution control; Building cleaning services; Product design; Soil pollution control; Air pollution control; Laundry service (it is prohibited to build, reconstruct and expand oil fume, peculiar smell and waste clothes dry cleaning in residential buildings, commercial and residential complex buildings without supporting special flue, commercial and residential complex buildings and commercial floors adjacent to the residential floor); Heat supply; Housing lease operation; Natural science research; Agricultural scientific research; Construction project management; Professional contracting (construction of environmental protection facilities); General contracting of construction; Labor subcontracting; Urban landscaping. (market entities shall independently choose business projects and carry out business activities according to law; projects that must be approved 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 capital contribution (proportion of capital contribution in 10000 yuan to registered capital contribution (proportion of capital contribution in 10000 yuan to registered capital)
Wu Peng 225.4350 42.8325%
Bai Guiming 128.250 24.3674% 178.3171 33.8802%
Beijing Huayi longdake 50.0671 9.5127% 0.0000 0.0000% Technology Development Co., Ltd
Huang Wei 26.3150 4.9998%
Beijing Meitai chuangzhanke Technology Co., Ltd
Luo Yunxia 23.7500 4.5125%
Jiang Cen 23.7500 4.5125%
14.75% Zhang Na 2500.702%
Zhu xunxian 9.5000 1.8050%
Total 526.3171 100.0000%
10. Main financial indicators:
Unit: Yuan
Financial indicators August 31, 2021 / December 31, 2020 / January August 2020 (audited) year (audited)
Total assets 158234941.05 115976952.99
Total liabilities 79675502.09 44678561.06
Accounts receivable 29877791.64 29478204.36
Total amount involved in contingencies (including guarantee, litigation and arbitration matters)
Net assets attributable to the parent company 78936564.06 71505189.74
Operating income 59983823.32 95632346.28
Total profit 9811358.91 22144697.51
Net profit attributable to shareholders of the parent company 7431374.31 17236717.63 profit
Net cash flow from operating activities -31905320.41 -8272156.63
11. The subject matter of this transaction is the 9.5127% equity of century Mattel.
As of the date of this announcement, century Mattel has clear property rights, no mortgage, pledge or other third-party rights, no major disputes, litigation or arbitration involving relevant assets, and no judicial measures such as seizure and freezing.
12. Century Mattel, the subject of this transaction, is not a dishonest person.
13. This transaction of the company does not involve the transfer of creditor's rights and debts, and will not lead to the change of the scope of the company's consolidated statements.
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 Beijing Century Mattel Property Management Co., Ltd. Beijing Huayuanyitong Thermal Technology Co.Ltd(002893) involved in the equity to be transferred (Guo Rong Xing Hua Ping Bao Zi [2022] No. 020042) issued by Beijing Guorong Xing Hua Assets Appraisal Co., Ltd. on January 30, 2022, with 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 208.5 million. Combined with the above evaluation conclusion, through negotiation between the parties to the transaction, it is determined that the price of 9.5127% equity of the subject matter of the transaction is 19.9 million yuan, which Bai Guiming 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): Bai Guiming
Party C: Beijing Meitai Chuangzhan Technology Co., Ltd
(I) Company Profile
1. Beijing Century Mattel Property Management Co., Ltd. (hereinafter referred to as the "target company") has a registered capital of 5263171 yuan and its legal representative is Wu Peng. The equity structure of the target company is:
No. shareholder name subscribed capital contribution (10000 yuan) shareholding ratio
1 Wu Peng 225.435 42.8325%
2 Bai Guiming 128.25 24.3674%
3 Beijing Huayi Longda Technology Development Co., Ltd. 50.0671 9.5127%
4 Huang Wei 26.315 4.9998%
5 Beijing Meitai Chuangzhan Technology Co., Ltd. 25 4.7500%
6 Luo Yunxia 23.75 4.5125%
7 Jiang Cen 23.75 4.5125%
8 Zhang Na 14.25 2.7075%
9 Zhu xunxian 9.5 1.8050%
Total 526.3171 100.00%
(II) equity transfer
1. All parties to this agreement agree that Party A will transfer 9.5127% of the equity of the target company (corresponding to the capital contribution of RMB 5067100) 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 Wu Peng 225.435 42.8325%
2 Bai Guiming 178.3171 33.8802%
3 Huang Wei
