Securities code: 002203 securities abbreviation: Zhejiang Hailiang Co.Ltd(002203) Announcement No.: 2022-009
Bond Code: 128081 securities abbreviation: Hailiang convertible bond
Zhejiang Hailiang Co.Ltd(002203)
Announcement on capital increase to Hailiang Group Finance Co., Ltd
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and are liable for false records, misleading statements or major omissions in the announcement.
1、 Overview of related party transactions
In view of the needs of relevant business development of Hailiang Group Finance Co., Ltd. (hereinafter referred to as “finance company”), Zhejiang Hailiang Co.Ltd(002203) (hereinafter referred to as “company” or ” Zhejiang Hailiang Co.Ltd(002203) “) and its subsidiary Zhejiang Hailiang environmental materials Co., Ltd. (hereinafter referred to as “Hailiang environmental materials”) plan to increase the capital of the finance company. The way of this capital increase is to convert RMB 35 million from the capital reserve and RMB 845 million from the undistributed profit of the finance company as of December 31, 2021, totaling RMB 88 million into share capital. All shareholders shall increase their capital in the same proportion as the current shareholding ratio of the financial company. After the capital increase, the registered capital of the finance company increased from 150 million yuan to 238 million yuan. The shareholders of the finance company before and after the capital increase are as follows:
Before and after capital increase
Name of shareholder shares held
Shareholding ratio
(10000 shares) (10000 shares)
Hailiang Group Co., Ltd. 90000 60% 142800 60%
Zhejiang Hailiang Co.Ltd(002203) 40,000 26.67% 63,500 26.67%
Zhejiang Hailiang environmental materials Co., Ltd. 20000 13.33% 31700 13.33%
Since Hailiang ring material is a wholly-owned subsidiary of Zhejiang Hailiang Co.Ltd(002203) , the total equity ratio of the financial company directly and indirectly held by the company is 40%. Before and after the capital increase of the finance company, the proportion of equity held by the company has not changed.
Hailiang Group Co., Ltd. (hereinafter referred to as “Hailiang group”) holds 33.85% of the equity of Zhejiang Hailiang Co.Ltd(002203) and is the controlling shareholder of Zhejiang Hailiang Co.Ltd(002203) . The finance company is a holding subsidiary of Hailiang group. According to the Listing Rules of Shenzhen Stock Exchange, this foreign investment constitutes a connected transaction.
On February 23, 2022, the 21st Meeting of the seventh board of directors of the company deliberated and adopted the proposal on capital increase to Hailiang Group Finance Co., Ltd. The related directors, Mr. Zhu Zhangquan, Mr. Wang Shuguang, Mr. Chen Dong and Mr. Jiang Limin, abstained from voting, and the independent directors approved the proposal in advance and expressed independent opinions.
According to the relevant provisions of the Listing Rules of Shenzhen Stock Exchange and the articles of association, this investment does not need to be submitted to the general meeting of shareholders for deliberation and approval. This investment does not constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies.
2、 Basic information of related parties
Company name: Hailiang Group Co., Ltd
Address: No. 386, Jiefang Road, Diankou Town, Zhuji City
Legal representative: Wang Lihong
Registered capital: RMB 3300999700
Company type: other limited liability companies
Unified social credit code / Registration No.: 913306811462584935
Date of establishment: August 9, 1996
Business scope: general items: Wholesale and retail: metal materials and products, building decoration materials (except bamboo and wood), chemical raw materials (except dangerous chemicals, precursor drugs and monitored and controlled chemicals), daily necessities, sporting goods, gold jewelry and jewelry; Wholesale and retail: prepackaged food and bulk food, alcohol, dairy products (excluding infant formula milk powder) (the specific business items shall be subject to the approval of the license or approval documents); Gold Processing; Planting and breeding (except animal husbandry and pre-approval); estate management; Engage in the import and export business of goods and technology; outbound investment; Real estate development (operating with valid qualification certificate); (except for the items that must be approved according to law, the company shall independently carry out business activities according to law with its business license).
Major shareholders:
Proportion of shareholders’ contribution (10000 yuan) in registered capital (%)
Feng Hailiang 136142.28 41.24
Ningbo zhetao Investment Holding Co., Ltd. 125616.80 38.05
Ningbo DUNSHI Investment Co., Ltd. 29011.00 8.79
ICBC financial assets investment Co., Ltd. 18119.97 5.49
Tang Lu 9407.32 2.85
Qian angjun 3618.20 1.10
Zhu Zhangquan 3618.20 1.10
Jiang Lirong 3618.20 1.10
Wang Ming 474.00 0.14
Cao Jianguo 474.00 0.14
Total 330099.97 100.00
As of December 31, 2021, Hailiang group had total assets of 67.242 billion yuan and net assets of 32.521 billion yuan.
In 2021, Hailiang group achieved an operating revenue of 2019.94 billion, an increase of 2.84% over the previous year, and a net profit of 1.751 billion. At present, the comprehensive strength of the enterprise ranks 428th among the world’s top 500 enterprises, 117th among the top 500 Chinese enterprises and 29th among the top 500 Chinese private enterprises. The financial situation of Hailiang group in recent three years is shown in the table below:
Unit: 100 million yuan
December 31, 2019 December 31, 2020 December 31, 2021
Total assets 571.57 609.96 672.42
Total liabilities 299.20 314.35 347.21
Owner’s equity 272.37 295.61 325.21
Project 2019 2020 2021
Operating income 1879.73 1964.21 2019.94
Net profit 20.17 15.69 17.51
Note: the financial data of Hailiang group in 2021 has not been audited.
Credit rating: according to the comprehensive evaluation of Dagong international credit rating Co., Ltd., the main credit rating of Hailiang Group Co., Ltd. is AA +.
The actual controller of Hailiang group is Mr. Feng Hailiang. Hailiang group is the controlling shareholder of Zhejiang Hailiang Co.Ltd(002203) and Feng Hailiang is the actual controller of Zhejiang Hailiang Co.Ltd(002203) . In line with the provisions of article 6.3.3 (I) of the stock listing rules of Shenzhen Stock Exchange, it is an affiliated legal person of the company.
Hailiang group and Mr. Feng Hailiang are not dishonest Executees.
3、 Basic information of related party transactions
(I) enterprise registration information
Company name: Hailiang Group Finance Co., Ltd
Date of establishment: February 1, 2013
Legal representative: Mu Lvyan
Registered address: room 2517-2526, 25th floor, Hailiang building, No. 1508, Binsheng Road, Binjiang District, Hangzhou
Registered capital: 150 million yuan
Business scope: handle financial and financing consulting, credit assurance and related consulting and agency business for member units; Assist member units to realize the receipt and payment of transaction funds; Approved insurance agency business; Provide guarantee to member units; Handle entrusted loans between member units; Handle bill acceptance and discount for member companies; Handle the internal transfer settlement between member units and the corresponding settlement and clearing scheme design; Absorbing deposits from member units; Handle loans and financial leases for member units; Engage in interbank lending
(II) equity structure
At present, the equity structure of the finance company is as follows:
No. shareholder name contribution amount (10000 yuan) in the proportion of registered capital
1 Hailiang Group Co., Ltd. 90000 60%
2 Zhejiang Hailiang Co.Ltd(002203) 40,000 26.67%
3 Zhejiang Hailiang environmental materials Co., Ltd. 20000 13.33%
(III) financial status
The financial situation of the finance company in recent three years is shown in the table below:
Unit: 10000 yuan
December 31, 2019 December 31, 2020 December 31, 2021
Total assets 1260801.28 1254295.38 1300040.68
Total liabilities 1029613.14 1000989.64 1026807.79
Owner’s equity 231188.14 253305.74 273232.89
Project 2019 2020 2021
Operating income 34892.87 35481.90 31035.12
Net profit 19557.53 22117.59 21835.10
Note: the financial data of the financial company in 2021 has not been audited.
The financial company is not the person who is dishonest.
4、 Main contents of this capital increase
The registered capital of the finance company is 150 million yuan, and it is proposed to increase the capital to 238 million yuan this time.
increase
