Stock Code: 000537 securities abbreviation: Tianjin Guangyu Development Co.Ltd(000537) Announcement No.: 2022-018 Tianjin Guangyu Development Co.Ltd(000537)
Announcement on profit and loss during the transition period of major asset restructuring
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.
Tianjin Guangyu Development Co.Ltd(000537) (hereinafter referred to as the “company” or “listed company”) deliberated and adopted the proposal on the company’s major asset replacement and major asset sale and related party transactions and other relevant proposals at the 15th meeting of the 10th board of directors held on December 3, 2021 and the 8th extraordinary general meeting of shareholders held on December 30, 2021, It is agreed that the company will purchase all the equity of 23 subsidiaries and put them into 100% equity of Luneng new energy (Group) Co., Ltd. (hereinafter referred to as “Luneng new energy”) jointly held by Luneng Group Co., Ltd. (hereinafter referred to as “Luneng Group”) and Ducheng Weiye group Co., Ltd. (hereinafter referred to as “Ducheng Weiye”), The valuation difference is made up in cash (hereinafter referred to as “this restructuring”). For details, please refer to the announcement on the resolution of the 15th meeting of the 10th board of directors (Announcement No.: 2021-127) and the announcement on the resolution of the 8th extraordinary general meeting of shareholders in 2021 (Announcement No.: 2021-149) disclosed by the company on cninfo.com on December 6, 2021 and December 31, 2021 respectively. On January 10, 2022, the asset delivery and transfer registration of the relevant placed assets involved in this restructuring have been completed. For details, please refer to the announcement on the completion of transfer of the subject assets of major asset replacement, major asset sale and related party transactions disclosed by the company on cninfo.com on January 19, 2022 (Announcement No.: 2022-009).
1、 Agreement on the attribution of profits and losses in the transition period
(I) disposed assets
According to the effective equity sale agreement and its supplementary agreement signed by the company and the counterparty Luneng Group, both parties have made the following agreement on the ownership of the profits and losses of the equity of the 10 target companies involved in the restructuring during the transition period: both parties agree and confirm that the profits and losses of the target equity during this period shall be enjoyed or borne by Luneng group from the base date to the asset delivery date.
According to the effective equity acquisition agreement and its supplementary agreement signed by the company and its counterparties Luneng group and Ducheng Weiye, the three parties have made the following agreement on the ownership of profits and losses during the transition period of the equity of 13 target companies involved in this reorganization: the parties agree and confirm that from the basic date to the delivery date of consideration equity, The profits and losses arising from the consideration equity inherited by Ducheng Weiye during this period shall be enjoyed or borne by Ducheng Weiye. The profits and losses arising from the consideration equity inherited by Luneng Group during this period shall be enjoyed or borne by Luneng group.
(II) assets placed
According to the effective equity acquisition agreement and its supplementary agreement signed by the company and its counterparties Luneng group and Ducheng Weiye, the three parties have made the following agreements on the ownership of profits and losses during the transition period of the assets placed in this reorganization: all parties agree and confirm that from the base date to the closing date of the assets placed, The profits generated by the assets placed or the net assets increased due to other reasons shall be enjoyed by the listed company, and the losses generated or the net assets reduced due to other reasons shall be borne by capital Weiye and Luneng group according to their respective proportion of the equity of Luneng new energy before the transaction under this Agreement, And compensate the listed company in cash or other ways permitted by laws and regulations after the completion of the transactions under this agreement.
The parties agree and confirm that if the delivery date of the underlying asset is before the 15th day (including the 15th day) of the current month, the audit base date of profit and loss during the period of the underlying asset is the end of the previous month; If the delivery date of the underlying asset is after the 15th day of the current month, the audit base date of profit and loss during the period of the underlying asset is the end of the current month. Within 30 natural days after the delivery date of the underlying assets, the listed company shall employ an accounting firm recognized by all parties to the transaction and in line with the provisions of the securities law to audit the profits and losses generated by the underlying assets during the profit and loss attribution period. The special audit report issued by the accounting firm will be used as the basis for all parties to confirm the profits and losses generated by the underlying assets during the profit and loss attribution period. The listed company shall send a written notice of compensation (if any) to capital Weiye and Luneng group within 10 working days after the issuance of the special audit report. Ducheng Weiye and Luneng group shall complete the relevant cash compensation obligations (if any) within 20 working days from the date of receiving the written notice for compensation issued by the listed company.
2、 Recognition and profit and loss of assets in transition period
Since the benchmark date of assets appraisal for this reorganization is August 31, 2021 and the delivery date of assets placed is January 10, 2022, according to the relevant provisions on the attribution of profits and losses during the transition period of assets placed in the equity acquisition agreement and its supplementary agreement, the transition period of assets placed in this reorganization of the company is August 31, 2021 (excluding
From (including the current day) to December 31, 2021 (including the current day). With the approval of all parties involved in the restructuring transaction, the company hired Lixin Certified Public Accountants (special general partnership) to conduct a special audit on the profits and losses in the transition period of assets placed, and issued the special audit report on equity in the transition period of assets placed in major asset restructuring (Xin Hui Shi Bao Zi [2022] No. zg20590). According to the special audit results, during the transition period of this reorganization, the net profit of the assets placed was 19020302.37 yuan and the net assets increased by 17541032.79 yuan.
According to the agreements related to the reorganization, the net profit and increased net assets of the assets placed in the reorganization during the transition period are enjoyed by the company, and the counterparties Luneng group and Ducheng Weiye do not need to compensate the company for the profits and losses of the assets placed in the transition period.
3、 Documents for future reference
1. Equity acquisition agreement and its supplementary agreement
2. Equity sale agreement and its supplementary agreement
3. Special audit report on equity during the transition period of placed assets in major asset restructuring (Xin Hui Shi Bao Zi [2022] No. zg20590)
It is hereby announced.
Tianjin Guangyu Development Co.Ltd(000537) board of directors
February 12, 2022
