Securities code: 603335 securities abbreviation: Guangdong Dcenti Auto-Parts Stock Limited Company(603335) Announcement No.: 2022-011 Guangdong Dcenti Auto-Parts Stock Limited Company(603335)
About the transfer of equity of the subsidiary Guangdong Guangdong Dcenti Auto-Parts Stock Limited Company(603335) Green Food Co., Ltd
And 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 tip: transaction overview: the company holds 76% equity of the holding subsidiary Guangdong Guangdong Dcenti Auto-Parts Stock Limited Company(603335) Green Food Co., Ltd. in view of the needs of the company and the food company to further optimize the allocation of resources, the company plans to transfer the remaining 24% equity of the food company. The company plans to sign an equity transfer agreement with Yi Bao Production Group Inc., Jiangmen Lifeng equity investment partnership (limited partnership) and Luo Hongxi. Among them: it is proposed to transfer 10% equity of the food company held by Yibao company, and the transfer price is RMB 5.2 million; It is proposed to transfer the 4% equity of the food company held by Lifeng investment at the transfer price of RMB 2.08 million; It is proposed to transfer 10% equity of the food company held by Luo Hongxi at a price of 5.2 million yuan. After the completion of this transaction, the company will hold 100% equity of the food company. The food company will become a wholly-owned subsidiary of the company, which will not lead to changes in the scope of the company's consolidated statements and significant changes in the company's financial status and operating performance in the current period.
1、 Transaction overview
(I) basic information of the transaction
Guangdong Dcenti Auto-Parts Stock Limited Company(603335) (hereinafter referred to as the "company" or " Guangdong Dcenti Auto-Parts Stock Limited Company(603335) ") holds 76% equity of Guangdong Guangdong Dcenti Auto-Parts Stock Limited Company(603335) Green Food Co., Ltd. (hereinafter referred to as the "food company"), the holding subsidiary. In view of the needs of the company and the food company to further optimize the allocation of resources, the company plans to transfer the remaining 24% equity of the food company.
The shareholders of the food company reached an agreement through communication and negotiation, and the company plans to cooperate with Yi Bao Production Group Inc (hereinafter referred to as "Yibao company"), Jiangmen Lifeng equity investment partnership (limited partnership) (hereinafter referred to as "Lifeng investment") and Luo Hongxi signed an equity transfer agreement. Among them: it is proposed to transfer 10% equity of the food company held by Yibao company, and the transfer price is RMB 5.2 million; It is proposed to transfer the 4% equity of the food company held by Lifeng investment at the transfer price of RMB 2.08 million; It is proposed to transfer 10% equity of the food company held by Luo Hongxi at a price of 5.2 million yuan.
After the completion of this transaction, the company will hold 100% equity of the food company, and the food company will become a wholly-owned subsidiary of the company, which will not change the scope of the company's consolidated statements.
(II) Qin Wanqi, the chief financial officer of the company, acts as the executive partner of Lifeng investment. According to the provisions of the stock listing rules of Shanghai Stock Exchange, Lifeng investment is the related party of the company. The transaction in which the company and Lifeng investment sign the equity transfer agreement constitutes a related party transaction.
Related party transactions between the company and Lifeng investment in the past 12 months: the company held the 34th meeting of the second board of directors on March 15, 2021, deliberated and adopted the proposal on signing the supplementary agreement on equity transfer of the subsidiary Guangdong Guangdong Dcenti Auto-Parts Stock Limited Company(603335) Green Food Co., Ltd., and agreed to hold 4% of the equity of the food company, with a total capital contribution of RMB 2 million, With the transfer of RMB 2 million 80 thousand to Li Feng, Li Feng agrees to purchase the awesome shares at the price and amount.
Including this transaction, the cumulative amount of related party transactions between the company and Lifeng investment in the past 12 months was 4.16 million yuan.
(III) this transaction does not constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies, and there are no major legal obstacles to the implementation of the transaction.
(IV) this transaction has been deliberated and approved at the 10th meeting of the third board of directors of the company. This matter is within the scope of the deliberation authority of the board of directors and does not need to be submitted to the general meeting of shareholders for deliberation.
2、 Basic information of transaction parties
(I) introduction to related parties
1. Company name: Jiangmen Lifeng equity investment partnership (limited partnership)
2. Social Credit Code: jl91700jn
3. Type: limited partnership
4. Address: first floor, office building A1, No. 9, Xingye Road, West Lake Industrial Zone, Taicheng, Taishan City
5. Executive partner: Qin Wanqi
6. Subscribed capital contribution: RMB 2.12 million
7. Business scope: equity investment, industrial investment. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments).
8. Date of establishment: July 29, 2019
9. Major partners / related relationships:
Name of main partner, proportion of capital contribution (%) and relationship with the company
Qin Wanqi 10.00 senior management
Li bichan 10.00 senior management
Zhang Dan 7.50 senior management
Li Yongjia 2.50 senior managers
Li Huatang 2.50 serves as supervisor of the company
Lei Cairong 2.50 was a former supervisor of the company
Other 15 natural person partners 65.00
10. There is no correlation between Lifeng investment and the company in terms of property rights, business, assets, creditor's rights and debts.
(II) introduction to non related parties
1、Yi Bao Produce Group Inc.
(1) Company name: Yi Bao Production Group Inc
(2) Legal representative: Gordon Chen
(3) Registered capital: USD 1 million
(4) Registered address: 3015 Leonis Blvd Vernon, CA 90058 (USA)
(5) Date of establishment: June 8, 2011
(6) Business scope: Shenzhen Agricultural Products Group Co.Ltd(000061) wholesale.
(7) Equity structure: Gordon Chen holds 60% equity and Yan Ru Chen holds 40%.
2. Luo Hongxi
Luo Hongxi, male, Chinese nationality, has served as the executive director of Taishan Huayu paper products Co., Ltd. since 2002. The main business of Taishan Huayu paper products Co., Ltd. is packaging and decoration printing and other printing; Since April 2020, he has served as the executive director of Taishan HUAFA Trading Co., Ltd. the main business of Taishan HUAFA Trading Co., Ltd. is China's trade, production and sales: paper products, daily necessities, labor protection articles, etc.
3、 Basic information of the subject matter of related party transactions
(I) subject matter of transaction
1. Name of transaction object: Guangdong Guangdong Dcenti Auto-Parts Stock Limited Company(603335) Green Food Co., Ltd
2. Description of trading equity: the ownership of the shares to be transferred is clear, there is no mortgage, pledge or any other restriction on transfer, there is no litigation, arbitration or judicial measures such as seizure and freezing, and there are no other circumstances that hinder the transfer of ownership.
3. Transaction category: purchase or sale of assets
(II) basic information of the target company
Company name: Guangdong Guangdong Dcenti Auto-Parts Stock Limited Company(603335) Green Food Co., Ltd
Date of establishment: July 11, 2018
Company type: limited liability company (foreign investment, non sole proprietorship)
Place of registration: one of the ground floor of the back seat, No. 5, Gongyuan Road, Doushan Town, Taishan City
Name of legal representative: Qin Wanqi
Registered capital: 50 million yuan
Main business: acquisition, sales, online sales: edible Shenzhen Agricultural Products Group Co.Ltd(000061) , aquatic products; Crop planting; Shenzhen Agricultural Products Group Co.Ltd(000061) primary processing; Food processing; Sales and Cultivation: saplings; Storage of ordinary goods (excluding dangerous chemicals); Catering distribution; General cargo transportation; China trade; Import and export of goods or technologies (excluding those prohibited by the state or involving administrative examination and approval). (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments.)
(III) shareholders of the target company
Equity ratio before this transaction:
No. shareholder name equity ratio
1 Guangdong Dcenti Auto-Parts Stock Limited Company(603335) 76.00%
2 Yi bao Produce Group Inc. 10.00%
2 Jiangmen Lifeng equity investment partnership (limited partnership) 4.00%
3 luohongxi 10.00%
Total 100.00%
Equity ratio after this transaction:
No. shareholder name equity ratio
1 Guangdong Dcenti Auto-Parts Stock Limited Company(603335) 100.00%
Total 100.00%
(IV) main financial data indicators (unit: 10000 yuan / RMB)
Target December 31, 2021 (Unaudited)
Total assets 4975.50
Net assets 4722.80
Indicator January December 2021 (Unaudited)
Operating income 0.00
Operating cost 0.00
Net profit -102.91
Net profit after deducting non recurring profit and loss -102.91
(V) this transaction does not involve personnel resettlement, land leasing, etc.
4、 Reasons for this transaction and its impact on the company
The transfer of the equity of green food company is based on the needs of the company's business planning and development strategy. On the premise that the company's main business is relatively stable, the company will strengthen its efforts to promote the food company to become stronger and bigger. In order to facilitate the unified layout and arrangement of the company, this transaction will not have an adverse impact on the daily operation of the company, which is conducive to the listed company to further optimize the resource allocation and comply with the overall development plan of the company.
After the completion of this transaction, the company will hold 100% equity of the food company. The food company will become a wholly-owned subsidiary of the company, which will not lead to changes in the scope of the company's consolidated statements and significant changes in the company's financial status and operating performance in the current period.
5、 Pricing policy and basis of transaction
As of December 31, 2021, the net assets of the subject company were 47.228 million yuan. Due to mark
The company has not actually carried out business since its establishment on July 11, 2018. After negotiation between the company and the transferor, based on the overall valuation of the target company as the current net assets and taking into account the project progress of the food company, the overall valuation of the target company was finally determined to be RMB 52 million. The pricing of this transaction is commercially reasonable and fair.
6、 Main contents of equity transfer agreement
The company plans to sign the equity transfer agreement with Yibao company, Lifeng investment and Luo Hongxi on the purchase of equity respectively, with the main contents as follows:
(I) the company signed the equity transfer agreement with Yibao company
Transferor (Party A): Yi Bao Production Group Inc
Transferee (Party B): Guangdong Dcenti Auto-Parts Stock Limited Company(603335)
1. Party A agrees to transfer the 10% equity of Guangdong Guangdong Dcenti Auto-Parts Stock Limited Company(603335) Green Food Co., Ltd. with a total capital contribution of RMB 5 million to Party B at the price of RMB 5.2 million, and Party B agrees to transfer the above equity at the above price.
(II) the company and Lifeng investment signed the supplementary agreement of equity transfer contract
Transferor (Party A): Jiangmen Lifeng equity investment partnership (limited partnership)
Party B (transferee): {
1. Party A agrees to hold 4% of the equity of Guangdong Guangdong Dcenti Auto-Parts Stock Limited Company(603335) Green Food Co., Ltd., with a total capital contribution of RMB 2 million, in the amount of RMB 20
