Securities code: 603017 securities abbreviation: Arts Group Co.Ltd(603017) Announcement No.: 2022-013 Arts Group Co.Ltd(603017)
Announcement of related party transactions
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 content tips:
● related party transaction content: Arts Group Co.Ltd(603017) (hereinafter referred to as "the company") signed the equity transfer agreement with the related party Suzhou Industrial Park Zhonghengli Industrial Investment Co., Ltd. (hereinafter referred to as "Zhonghengli"), and the company plans to acquire 100% equity of zhonghengxinye held by Zhonghengli in cash. After the completion of this equity acquisition, Zhongheng Xinye will become a wholly-owned subsidiary of the company, which will lead to changes (increases) in the scope of the company's consolidated statements. ● within 12 months before this transaction, the company has not conducted any related party transaction of equity acquisition with the same related party or other related parties.
● this transaction constitutes a connected transaction, but does not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies.
● this transaction needs to be submitted to the general meeting of shareholders of the company for deliberation, and there is still some uncertainty whether it can be deliberated and approved by the general meeting of shareholders.
1、 Overview of related party transactions
(I) transaction overview
Huaihai branch is currently the largest branch of Arts Group Co.Ltd(603017) group. Since its establishment in 2013, its business has developed rapidly. The newly signed design contracts in 2019, 2020 and 2021 reached 81.26 million yuan, 80.31 million yuan and 131.74 million yuan respectively, with a three-year compound growth rate of more than 27%. It is an important pole of the company's business development and has made an important contribution to the sustainable development of the company.
In addition, Huaihai economic zone is one of the earliest regional economic cooperation organizations in China, involving 4 provinces and 10 cities in Jiangsu, Shandong, Henan and Anhui, with a total area of 178000 square kilometers. It is located in the east of the Eurasian Continental Bridge, connecting the coastal economic belt in the East, the Central Plains Economic Zone in the west, the Yangtze River Delta Urban Agglomeration in the South and the Bohai economic circle in the north. On November 7, 2018, the national development and Reform Commission published the development plan of Huaihe River Ecological Economic Belt on its website, which defined the focus and direction of spatial development and built an overall pattern of "one belt, three regions, four axes and multiple points". Among them, the "three regions" include the Huaihai Economic Zone in the north, which means that the Huaihai Economic Zone has officially risen to a national strategy. As a fast-growing region, Huaihai Economic Zone has broad development space and great potential in the future.
In view of the above background, in order to meet the company's future strategic development needs, further expand the development of important markets such as Huaihai Economic Zone, attract local excellent design talents, solve the company's demand for business sites for deep development in Huaihai Economic Zone (currently leasing), and respond to the national strategy of building Huaihai economic zone, In the future, we will actively build design industry chain and other related industries in Huaihai Economic Zone, realize the deep integration of design and industry, and lay a solid regional foundation for the sustainable development of the company. The company plans to acquire 100% equity of Zhongheng Xinye (Xuzhou) Construction Co., Ltd. (hereinafter referred to as "Zhongheng Xinye") held by Zhongheng Hengli with RMB 94.5 million, In order to obtain the plot located in the east of Kunpeng Road, Xuzhou Economic and Technological Development Zone under the name of Zhongheng Xinye, build the company's Huaihai regional headquarters building, build the design industrial chain and build relevant supporting facilities. In addition to the above equity transfer, Zhongheng Xinye needs to pay other payables to Zhongheng Hengli of 26.9 million yuan.
The Huaihai regional headquarters of the company will be built into a "new infrastructure R & D and design center" integrating double carbon and urban digital upgrading in the future, and actively participate in the construction of Huaihai Economic Zone by participating in urban renewal, Rural Revitalization and transformation and other projects. At the same time, the center will actively feed back to the society, give priority to recruiting female employees and designers, and set up special grants for women in local vocational and technical schools as soon as possible, so as to contribute to the development of social civilization!
This transaction is based on the appraisal results of the asset appraisal report (szzipingbao Zi (2022) No. 9001) (hereinafter referred to as the "asset appraisal report") issued by Jiangsu Zhongqi huazhongtian Asset Appraisal Co., Ltd. through consultation between the parties to the transaction, the company's acquisition of 100% equity of Zhongheng Xinye is priced at 94.5 million yuan.
At the 20th meeting of the Fourth Board of directors held on February 20, 2022, the directors of the company seriously discussed the above equity transfer agreement. The related directors Feng Zhenggong, Zhang Jin, Lu Xuejun, Zhang Yancheng and Bai Jianghong withdrew during the voting according to the regulations, and the non related Directors voted and agreed to sign the above agreement. The proposal will be submitted to the general meeting of shareholders of the company for deliberation. This connected transaction does not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies.
(II) description of association relationship
Suzhou Industrial Park Zhongheng Hengli Industrial Investment Co., Ltd. and the company are enterprises controlled by the same actual controller. According to the stock listing rules of Shanghai Stock Exchange, Zhongheng Hengli is a related party of the company. This transaction constitutes a related party transaction, but does not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies. (III) related party transactions in the past 12 months
Within 12 months before this transaction, the company has not conducted any related party transaction of equity acquisition with the same related party or other related parties.
2、 Introduction to related parties
The related party involved in this connected transaction is Suzhou Industrial Park Zhonghengli Industrial Investment Co., Ltd.
The basic information of Suzhou Industrial Park Zhonghengli Industrial Investment Co., Ltd. is as follows:
1) Registered address: third floor, building 1, No. 393, Suhong Middle Road, Suzhou Industrial Park
2) Legal representative: Feng Zhenggong
3) Unified social credit Code: 91320594ma1wbmhu1w
4) Registered capital: RMB 360 million
5) Nature of enterprise: limited liability company (invested or controlled by natural person)
6) Date of establishment: April 9, 2018
7) Business scope:
Industrial investment and equity investment; Asset management; Investment management; Investment planning, investment consultation and economic information consultation. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
8) Actual controller: Feng Zhenggong
9) Main financial data: as of December 31, 2021, the total assets of Zhongheng Hengli were 677.7533 million yuan, the net assets were 5.8351 million yuan, and the net profit in 2021 was - 27100 yuan (the above financial data were not audited). 10) Except for the above matters and the transactions disclosed in this announcement, the company has no other relationship with Zhongheng Hengli in terms of property rights, business, assets, creditor's rights and debts, personnel, etc.
3、 Basic information of related party transactions
The company signed the equity transfer agreement with the related party Zhongheng Hengli to acquire 100% equity of Zhongheng Xinye held by Zhongheng Hengli in cash. The property right of the subject matter of this transaction is clear, and there is no mortgage, pledge or any other restriction on transfer, no judicial measures such as litigation, arbitration, seizure and freezing, and no other circumstances that hinder the transfer of ownership.
The main information of the transaction object is as follows:
(I) industrial and commercial registration
Name: Zhongheng Xinye (Xuzhou) Construction Co., Ltd
Registered address: room 329, South Building, E1 building, software park, Xuzhou Economic and Technological Development Zone
Legal representative: Zhang Yancheng
Unified social credit Code: 91320301ma1ymq8p6c
Registered capital: 80 million yuan
Nature of enterprise: limited liability company (sole proprietorship of legal person invested or controlled by non natural person)
Date of establishment: July 2, 2019
Business scope: licensed projects: construction projects (for projects subject to approval according to law, business activities can be carried out only with the approval of relevant departments, and the specific business projects shall be subject to the approval results) general projects: park management services; Enterprise headquarters management; estate management; Non residential real estate leasing; hotel management; Parking service; Science and technology promotion and application services (except for projects subject to approval according to law, carry out business activities independently according to law with business license) (II) main assets
The main assets of Zhongheng Xinye company are one item of commercial and financial land obtained. The land is located in the east of Kunpeng Road, Xuzhou Economic and Technological Development Zone. Zhongheng Xinye company has obtained the corresponding real estate property right certificate, Certificate No.: Su (2020) Xuzhou real estate property right No. 0093225. The land use right covers an area of 39711.40 square meters and is used for business and finance. As of the date of this announcement, the land has not set any mortgage, pledge and other restrictive rights.
(III) financial status
According to the audit report [Tianheng Su Zhuan Zi (2022) No. 00001] issued by Suzhou Branch of Tianheng Certified Public Accountants (special general partnership), as of November 30, 2021, the total assets of Zhongheng Xinye were 106.0582 million yuan and the net assets were 79.1582 million yuan. From January to November in 2021, hengxinye's net profit was -185000 yuan.
(IV) equity structure
1. As of the disclosure date of this announcement, the equity structure of Zhongheng Xinye is as follows:
No. shareholder name contribution amount (10000 yuan) contribution proportion
1. Suzhou Industrial Park Zhonghengli industrial investment has 8000.00 100% limited company
Total 8000.00 100%
2. After the completion of this transaction, the equity structure of Zhongheng Xinye will be changed as follows:
No. shareholder name contribution amount (10000 yuan) contribution proportion
1 Arts Group Co.Ltd(603017) 8,000.00 100%
Total 8000.00 100%
(V) assessment
The company has hired Jiangsu Zhongqi huazhongtian Assets Appraisal Co., Ltd., an appraisal institution qualified to engage in Securities and futures related appraisal business, to evaluate the value of all equity of shareholders of Zhongheng Xinye and issue the asset appraisal report (Suzhong Zi Ping Bao Zi (2022) No. 9001). The book value of Zhongheng Xinye's net assets is 79.1582 million yuan and the assessed value of net assets is 94.55 million yuan.
This transaction is based on the evaluated value of the total equity of Zhongheng Xinye shareholders of 94.55 million yuan. The company pays the original shareholders of Zhongheng Xinye 94.5 million yuan for equity transfer to purchase 100% equity of Zhongheng Xinye held by them.
This transaction follows the market principle. After fair negotiation, both parties signed a formal written contract. The contract pricing is fair and objective, which is in line with the principle of fair transaction.
(VI) other instructions
After the completion of this transaction, Zhongheng Xinye will become a wholly-owned subsidiary of the company, which will lead to changes (increases) in the scope of the company's consolidated statements. As of the disclosure date of this announcement, the company has not guaranteed or entrusted Zhongheng Xinye with financial management, and Zhongheng Xinye has not occupied the company's funds.
4、 Main contents of transfer agreement
1. Signatory:
Transferor (Party A): Suzhou Industrial Park Zhonghengli Industrial Investment Co., Ltd
Transferee (Party B): Arts Group Co.Ltd(603017)
2. Subject matter of transfer
Suzhou Industrial Park Zhongheng Hengli Industrial Investment Co., Ltd. holds 100% equity of Zhongheng Xinye (Xuzhou) Construction Co., Ltd
3. Transfer price
Referring to the appraisal report issued by Jiangsu Zhongqi huazhongtian Assets Appraisal Co., Ltd. (szzipingbao Zi (2022) No. 9001), the transaction parties determine the transfer price as 94.5 million yuan.
4. Payment method
Party B shall pay the transfer price to the account designated by Party A in two phases according to the following arrangement:
(1) The first payment: 50% of the transfer payment, i.e. 47.25 million yuan, shall be paid within 10 days after the effectiveness of this Agreement;
(2) The second payment: within 10 days after the completion of the equity delivery (industrial and commercial registration) and there is no material adverse change in Zhongheng Xinye (there are objections or disputes on equity and creditor's rights, etc.) until the payment date, 50% of the transfer payment, i.e. 47.25 million yuan, shall be paid.
5. Liability for breach of contract
If the company fails to fulfill the obligation of equity transfer payment in accordance with this agreement, the original shareholders of Zhongheng Xinye have the right to require them to compensate the losses of the original shareholders of Zhongheng Xinye by 0.03% per day based on the amount of unpaid equity transfer payment until paid off. 6. Dispute resolution
Any dispute arising from the interpretation or performance of this Agreement shall first be settled through friendly negotiation. If the negotiation fails, either party has the right to submit the dispute to Suzhou Arbitration Commission for arbitration within 60 days after the occurrence of such dispute.
7. Effectiveness of the agreement
This Agreement shall come into force from the date when Zhongheng Xinye, the original shareholders of Zhongheng Xinye and the new shareholders of Zhongheng Xinye are signed and reviewed and approved by the competent authority of Zhongheng Xinye.
5、 Impact of related party transactions on the company
This equity acquisition is based on the company's future strategic development needs, which is conducive to the company's further expansion of important markets such as Huaihai Economic Zone, attracting local excellent design talents, solving the company's demand for business sites for deep development in Huaihai Economic Zone, and also conducive to the company's development of actively building design industrial chain and other related industries in the future, Realizing the deep integration of design and industry is in line with the company's long-term development plan and the interests of all shareholders and the company. This transaction follows the principle of evaluation and pricing. The transaction price is fair and reasonable, in line with the principle of fair transaction, and has no adverse impact on the company and related parties. This transaction will not harm the interests of the company and shareholders.
As of the disclosure date of this announcement, Zhongheng Xinye has no entrusted financial management or external guarantee.
6、 Review procedures to be performed
The 20th meeting of the 4th board of directors of the company considered the proposal on Approving the signing of the equity purchase agreement between the company and the related party Suzhou Industrial Park Zhonghengli Industrial Investment Co., Ltd., and the related directors Feng Zhenggong and Zhang Zhenggong
