Securities code: 601952 securities abbreviation: Jiangsu Provincial Agricultural Reclamation And Development Co.Ltd(601952) Announcement No.: 2022-002 Jiangsu Provincial Agricultural Reclamation And Development Co.Ltd(601952)
Suggestive announcement on planning to acquire assets
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 risk tip: Jiangsu Provincial Agricultural Reclamation And Development Co.Ltd(601952) (hereinafter referred to as “the company”) intends to purchase 100% equity of Jiangsu Nongken malt Co., Ltd. (hereinafter referred to as “the target company”) held by the controlling shareholder Jiangsu Nongken Group Co., Ltd. (hereinafter referred to as “the Nongken group”) in cash. The final purchase price will be determined through further negotiation based on the assessed value. The capital of this transaction will be raised by the company in reasonable ways including but not limited to its own funds and raised funds according to the transaction price finally confirmed by both parties. This transaction constitutes a connected transaction and does not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies. The final price and trading scheme of this transaction have not been determined, and there is uncertainty in the transaction. This transaction needs to be submitted to the competent decision-making body for deliberation in accordance with the provisions of the articles of association. There is uncertainty about whether or not the resolution is adopted or the time of the resolution.
1、 Overview of this transaction
The company plans to acquire 100% equity of Jiangsu Nongken malt Co., Ltd. held by the controlling shareholder Nongken group in cash, in order to give full play to the company’s barley planting advantages, extend the barley deep processing industrial chain and cultivate new profit growth points. According to the progress of the project and the provisions of the articles of association, both parties to the transaction will timely submit to the relevant decision-making body for approval. There is still uncertainty whether they can sign the formal transaction documents and finally conclude the transaction. Both the company and Nongken Group actively promote the audit and evaluation of the target company. The final purchase price will be determined through further negotiation based on the assessed value.
This transaction constitutes a connected transaction and does not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies. The company will conduct examination and approval in accordance with the securities law, the Listing Rules of Shanghai Stock Exchange, the articles of association and other relevant systems, and fulfill the obligation of information disclosure in a timely manner.
2、 Basic information of transaction object
1. Name: Jiangsu Nongken malt Co., Ltd
2. Address: No. 8, North Third Ring Road, East District, Sheyang Economic Development Zone
3. Legal representative: Guo Shiping
4. Unified social credit Code: 9132092467013186×8
5. Registered capital: 495 million yuan
6. Business scope: purchase of grain (limited to barley); Beer malt processing; Sales of the company’s own beer malt; Barley picking, drying and sales; The import of raw materials required by the company and the export of products produced by the company; Sales of condensate (non edible). (for projects subject to approval according to law, business activities can only be carried out after being approved by relevant departments) licensed projects: port cargo handling activities (for projects subject to approval according to law, business activities can only be carried out after being approved by relevant departments, and the specific business projects shall be subject to the approval results)
7. Jiangsu Nongken malt Co., Ltd. is a wholly-owned subsidiary of Nongken group, of which Nongken group directly holds 77.78% and indirectly holds 22.22%.
8. Main financial data: as of November 30, 2021, the total assets of the subject company were 870.04 million yuan, the total liabilities were 667.77 million yuan, and the net assets were 202.28 million yuan. (data Unaudited)
9. In 2019 and 2020, the amount of related party transactions between the company and the target company was 15.7894 million yuan and 61.5438 million yuan respectively.
3、 Basic information of the counterparty
1. Name: Jiangsu Agricultural Reclamation Group Co., Ltd
2. Address: No. 4, Zhujiang Road, Nanjing
3. Legal representative: Wei Hongjun
4. Unified social credit Code: 91320000134795427l
5. Registered capital: 330000 yuan
6. Business scope: the operation of state-owned assets within the scope authorized by the provincial government
7. Related relationship: Nongken group holds 67.84% of the equity of the company and is the controlling shareholder of the company.
4、 Impact of this transaction on Listed Companies
If this transaction is successfully implemented, it will effectively reduce the related party transactions between the company and the target company, give full play to the company’s barley planting advantages, extend the barley deep processing industrial chain and cultivate new profit growth points.
This transaction is still in the planning stage and will not have a significant impact on the normal production, operation and performance of the company before the company completes the legal procedures and formal implementation.
5、 Transaction price and capital source
The transaction price will be based on the appraisal value confirmed in the appraisal report issued by the appraisal institution hired by the company in accordance with the provisions of the securities law, and the transaction price will be determined by the trading parties through negotiation.
The capital of this transaction will be raised by the company according to the final confirmed price, including but not limited to self owned funds, raised funds and other reasonable methods.
6、 Risk tips
According to the negotiation and project progress, even if it is submitted to the relevant decision-making body for consideration, there are uncertainties in the specific transaction price, transaction scheme and whether it has been considered (approved) by the relevant decision-making body. Please pay attention to investment risks.
It is hereby announced.
Jiangsu Provincial Agricultural Reclamation And Development Co.Ltd(601952) board of directors February 23, 2022
