Securities code: 000558 securities abbreviation: Lander Sports Development Co.Ltd(000558) Announcement No.: 2022-015 Lander Sports Development Co.Ltd(000558)
Announcement on the progress of public listing and transfer of 100% equity of Hong Kong laiyinda Investment Co., Ltd. held by Zhejiang laiyinda Investment Management Co., Ltd., a wholly-owned subsidiary, and related party transactions
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.
1、 Overview of related party transactions
In order to peel off inefficient assets and recover investment in time, the company held the 24th Meeting of the 10th board of directors on December 31, 2021, and deliberated and adopted the proposal on the 100% equity transfer scheme of the third level wholly-owned subsidiary Hong Kong reinda Investment Co., Ltd. On December 31, 2021, Zhejiang laiinda Investment Management Co., Ltd. (hereinafter referred to as "Zhejiang laiinda"), a wholly-owned subsidiary of the company, publicly listed and transferred 100% equity of Hong Kong laiinda Investment Co., Ltd. (hereinafter referred to as "Hong Kong laiinda") on Southwest stock exchange. The relevant listing information has been listed on the fourth property right of the online trading platform designated by Southwest Stock Exchange (www.dscq. Com) Public disclosure. By the end of the listing announcement period on January 28, 2022, a total of one intended transferee meeting the transfer conditions of laiinda Holding Group Co., Ltd. (hereinafter referred to as "laiinda holding") has been solicited, and the final transaction price is 26 million yuan.
Reinda holdings is the second largest shareholder of the company. According to the relevant provisions of the stock listing rules of Shenzhen Stock Exchange, this transaction constitutes a related party transaction, but does not constitute a major asset reorganization specified in the administrative measures for major asset reorganization of listed companies.
This transaction was deliberated and approved at the 25th meeting of the 10th board of directors held on February 21, 2022, and the related directors Li Qi and Ding Shiwei avoided voting on this proposal. Independent directors expressed their independent opinions on the proposal. For details, please refer to China Securities Journal, securities times and cninfo.com published by the company on the same day（ http://www.cn.info.com.cn. ）Announcement on the resolution of the 25th meeting of the 10th board of directors (Announcement No.: 2022-014).
2、 Basic information of related parties
(I) basic information
Company name: reinda Holding Group Co., Ltd
Unified social credit Code: 913300002539065131
Legal representative: Gao Jingna
Company type: limited liability company (invested or controlled by natural person)
Registered capital: 100 million yuan
Date of establishment: April 20, 1995
Registration authority: duilong Deqing district market supervision and Administration Bureau
Address: 504, Yuanda commercial building, Tuanjie intersection, duilongdeqing District, Lhasa City, Tibet Autonomous Region
Business scope: venture capital (it is not allowed to engage in guarantee and real estate business; it is not allowed to participate in the initiation or management of public or private securities investment funds and investment in financial derivatives; it is not allowed to raise funds, absorb public deposits and issue loans in public; it is not allowed to engage in Securities and futures investment; it is not allowed to publicly trade securities investment products or financial derivatives; it is not allowed to operate financial products, financial products and related products Derivative business.) Sales of textile raw materials, metal materials (excluding steel), chemical raw materials (excluding dangerous goods and easily made drugs), decoration materials, hardware and electricity, elevators, household appliances, coal (without storage), mineral products and wooden oars, house leasing, property management, computer software design and system integration engineering, and import and export business. [for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments]
Ownership structure:
Subscribed capital contribution
Serial number shareholder name shareholder type shareholding ratio
(10000 yuan)
1 Gao Jisheng natural person shareholder 7500.00 75%
2 Gao Jingna natural person shareholder 2500.00 25%
Total - 10000.00 100%
(II) historical evolution of related parties
Reinda holdings was established in 1995. In July 2018, the registered address of the company was moved from Xihu District, Hangzhou City, Zhejiang Province to duilongdeqing District, Lhasa City, Tibet Autonomous Region. At present, the main business is self owned real estate leasing and foreign investment.
(III) financial data of related parties in the latest year
As of the disclosure date of this announcement, the company has not obtained the financial data of reinda holdings in the latest year.
(IV) description of relationship
Reinda holdings is the second largest shareholder of the company. According to the relevant provisions of the stock listing rules of Shenzhen Stock Exchange, reinda holdings forms an affiliated relationship with the company.
(V) description of whether the related party is a dishonest party
After verification, as of the disclosure date of this announcement, reinda holdings does not belong to the "dishonest executee".
3、 Basic information of related party transactions
1. Company Name: Hong Kong laiyinda Investment Co., Ltd
2. Date of establishment: January 10, 2014
3. Domicile: room D 10 / F tower a billion Centre 1 Wang kwongroad Kowloon baykl
4. Registered capital: HK $38.4 million
5. Business scope: import and export trade and investment consulting
6. Ownership structure:
Lander Sports Development Co.Ltd(000558)
100%
Zhejiang laiyinda Investment Management Co., Ltd
100%
Hong Kong laiyinda Investment Co., Ltd
7. Key financial data
Unit: RMB 10000
December 31, 2020 (approved) October 31, 2021 (approved)
Audit (AUDIT)
Total assets 5250.26 5129.47
Total liabilities 216.73 2600.68
Net assets 5033.53 2528.79
Project 2020 (audited) January October 2021 (audited)
Operating income 0
Total profit -78.90 -2.44
Net profit -78.90 -2.44
According to the assets appraisal report (cjzp (2021) Zi No. 005) issued by Sichuan Jinli Real Estate Land Assets Appraisal Co., Ltd., through the asset-based method, as of the benchmark date of October 31, 2021, the appraisal value of the owner's equity of Hong Kong laiyinda is RMB 25.9835 million, an increase of RMB 695600 compared with the book value of all shareholders' equity, The value-added rate is 2.75%.
Note to special matters: for the Asian Professional Basketball Management and Development Co., Ltd. involved in the trading financial assets included in the current appraisal, the client and the appraised unit failed to provide the relevant financial information of the trading financial assets, The appraisal institution was provided with the equity transfer agreement of Asia Professional Basketball Management Development Co., Ltd. signed by Hong Kong reinda and Cheng Wanqi and the supplementary agreement to the equity transfer agreement signed in January 2017. The purpose of this appraisal is to assess all the shareholders' equity of Hong Kong reinda involved in the proposed transfer of equity. It is mainly based on the accounting standards for business enterprises. According to Article 8 of the accounting standards for Business Enterprises No. 8 - asset impairment, the first level of fair value measurement method is: the fair value is based on the price of the sales agreement in fair transaction. The appraisal staff valued the financial asset according to the repayment plan and calculation method agreed in the above equity transfer agreement.
8. Other instructions
Up to now, there are no restrictions on the transfer of 100% equity of Hong Kong laiyinda held by Zhejiang laiyinda, no major disputes, litigation or arbitration related to assets, no judicial measures such as seizure and freezing, and no other circumstances that hinder the transfer of ownership.
4、 Pricing policy and basis of related party transactions
According to the results of the assets appraisal report (cjzp (2021) Zi No. 005) issued by Sichuan Jinli Real Estate Land Assets Appraisal Co., Ltd., the listed base price of the transaction price is determined to be 26 million yuan. By the end of the listing announcement period on January 28, 2022, a total of one intended transferee meeting the transfer conditions of laiinda Holding Group Co., Ltd. (hereinafter referred to as "laiinda holding") has been solicited, and the final transaction price is 26 million yuan.
This connected transaction follows the principles of voluntariness, equality and fairness. The transaction price is fair and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders.
5、 Main contents of related party transaction agreement
(I) property right transaction contract (equity)
Transferor (Party A): Zhejiang laiyinda Investment Management Co., Ltd
Transferee (Party B): laiyinda Holding Group Co., Ltd
1. Transaction price
The transaction price of 100% equity of Hong Kong reinda transferred this time is RMB 26 million.
2. Payment method
Southwest United equity exchange will convert 26 million yuan of the transaction deposit paid by the transferee into the transaction price, and transfer the remaining amount to the account designated by the transferor after deducting 859500 yuan of the transaction service fee payable by the transferor.
3. Treatment of creditor's rights and debts involved in property right transaction
(1) After the transferee successfully acquires the equity of Hong Kong reinda, it shall pay off part of the capital reduction of RMB 5.5653 million to the transferor on behalf of Hong Kong reinda, and the transferee shall pay it to the transferor's account in one time within 5 working days from the date of signing this contract.
(2) After the transferee acquires the equity of Hong Kong laiyinda and pays off the debts mentioned in the preceding paragraph on its behalf, among the remaining creditor's rights and debts of Hong Kong laiyinda, the amount receivable from Lander Sports Development Co.Ltd(000558) by Hong Kong laihongxiang Sports Investment Co., Ltd. (hereinafter referred to as "Hong Kong laihong") is 2750796.27 euros (equivalent to 20532768.60 yuan according to the exchange rate on the audit base date), After Lander Sports Development Co.Ltd(000558) completes the relevant procedures, it shall be paid by Lander Sports Development Co.Ltd(000558) to Hong Kong laihong; Then, Hong Kong laihong shall pay 2738561.80 euros (equivalent to 20441446.84 yuan according to the exchange rate on the audit base date) to Hong Kong laiyinda within 3 working days after receiving the payment; Within 3 working days after receiving the payment, Hong Kong reinda shall pay Zhejiang reinda the balance of capital reduction (i.e. the balance of HK $29000000.00 after deducting the capital reduction of RMB 5565336.56 paid by the transferee), and pay Lander Sports Development Co.Ltd(000558) HK $17694.77 (equivalent to RMB 14538.73 according to the exchange rate on the audit base date) Pay to dealglobe LIMITED HK $2566141.09 (equivalent to RMB 2108444.17 at the exchange rate on the audit base date). The amount of 317598.81 euros (equivalent to 2370652.79 yuan according to the exchange rate on the audit base date) receivable from Hong Kong laihong from Hong Kong Hongxiang enterprise management company shall be coordinated and recovered by Zhejiang laiyinda. (the aforesaid audit base date is October 31, 2021, which is subject to the amount of RMB converted at the actual exchange rate at the time of settlement)
(3) The registered capital of Zhejiang laiyinda is HK $38.4 million and the paid in registered capital is HK $34.1517 million. The transferee shall bear the paid in obligation after the equity delivery date for the part of the unpaid registered capital.
4. Transfer of property rights
After this transaction has obtained the property right transaction certificate issued by Southwest United Property Right Exchange, the enterprise under the main guidance of the transferor shall complete the property right change registration formalities (i.e. go through the change registration formalities at the Hong Kong Registry) and assign a special person to be responsible for the specific handling of relevant matters before December 31, 2022. The transferee shall fully cooperate with the handling of the change registration formalities.
If the transaction involves filing or approval with relevant administrative departments (including but not limited to commerce department, development and reform department and foreign management department), both parties shall jointly perform relevant obligations before December 31, 2022 after obtaining the property right transaction voucher issued by Southwest United Property Right Exchange
