Securities code: 002078 securities abbreviation: Shandong Sun Paper Co.Ltd(002078) Announcement No.: 2022-009 Shandong Sun Paper Co.Ltd(002078)
With regard to the announcement on the acquisition of 100% equity of Guangxi liujingchengquan Investment Co., Ltd. by a wholly-owned subsidiary, the company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and there are no false records, misleading statements or major omissions.
1、 Transaction overview
Nanning Shandong Sun Paper Co.Ltd(002078) (hereinafter referred to as "Nanning Shandong Sun Paper Co.Ltd(002078) ") Co., Ltd., a wholly-owned subsidiary of Shandong Sun Paper Co.Ltd(002078) (hereinafter referred to as "Nanning Shandong Sun Paper Co.Ltd(002078) "), plans to acquire 100% equity of Guangxi Liujing Chengquan Investment Co., Ltd. (hereinafter referred to as "Liujing Chengquan") held by Guangxi hongruitai pulp Co., Ltd. (hereinafter referred to as "hongruitai paper") for RMB 150 million. The purchase price is based on the negotiation between both parties, and the equity transfer agreement officially signed by both parties shall prevail. The company authorizes the management to fully handle the matters related to the acquisition in accordance with relevant rules and procedures after being deliberated and approved by the board meeting. On February 25, 2022, the company held the fourth meeting of the eighth board of directors, deliberated and approved the proposal on the acquisition of 100% equity of Guangxi Liujing Chengquan Investment Co., Ltd. by a wholly-owned subsidiary.
This foreign investment does not involve related party transactions and does not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies. According to the relevant provisions of the Listing Rules of Shenzhen Stock Exchange and the articles of association, the approval authority of this foreign investment is within the approval authority of the board of directors of the company, and it is not necessary to submit it to the general meeting of shareholders for deliberation.
2、 Basic information of the counterparty
1. Company name: Guangxi hongruitai pulp Co., Ltd
2. Unified social credit Code: 91450127ma5murjf7m
3. Registered capital: RMB 10 million
4. Registered address: the West shop on the second floor of Hengxian Hengfu Industrial Co., Ltd. (Liujing modern logistics park) 1# complex building, Weiqi Road, industrial park, Liujing Town, Hengxian County, Guangxi Zhuang Autonomous Region
5. Company type: limited liability company (invested or controlled by natural person)
6. Legal representative: Mei Tianlai
7. Date of establishment: October 31, 2017
8. Business scope: production and sales: pulp, special paper (except household paper), high-grade cultural paper, paperboard, disinfection products (except disposable medical supplies and dangerous chemicals); Sales of coal and chemical products (except hazardous chemicals); Purchase bagasse, waste paper, mulberry branches, bamboo, wood, wood chips, waste wood and fragments; The import and export business of general project commodities and technologies shall be self operated and agent operated, and the import and export business of licensed project commodities and technologies shall be operated only after obtaining the special approval of the state (except for the commodities and technologies whose operation is restricted or prohibited by the state). (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments.)
9. Ownership structure:
No. name of shareholder cumulative contribution (10000 yuan) contribution proportion
1 Mei Tianlai 400 40%
2 Wu Xiaoyan 300 30%
3. Xu Ren: 100 10%
4 Zhang Shihai 100 10%
5 Wu Qiang 50 5%
6 Chen Siqiu 50 5%
Total 1000 100%
Hongruitai paper has no relationship with the company and its top ten shareholders in terms of property rights, business, assets, creditor's rights and debts, personnel and other relationships that may or have caused the listed company to favor its interests. After logging into the public information query platform such as the national enterprise credit information publicity system, hongruitai paper was not found to be included in the list of dishonest Executees.
3、 Basic information of the transaction object
(I) name of transaction object: 100% equity of Liujing Chengquan held by hongruitai paper.
(II) ownership of the subject matter of the transaction: the subject matter of the transaction is free from mortgage, pledge, major disputes, litigation or arbitration involving relevant assets, and judicial measures such as seizure and freezing. (III) basic information of the target company:
1. Company name: Guangxi Liujing Chengquan Investment Co., Ltd
2. Unified social credit Code: 91450181ma7hpjj55u
3. Registered capital: RMB 1 million
4. Registered address: room 0101-05, production building, Hekai science and Technology Park, No. 3, Jingchun Road, Liujing Industrial Park, Nanning
5. Company type: limited liability company (sole proprietorship of legal person invested or controlled by natural person)
6. Legal representative: Liu Chengguan
7. Date of establishment: February 14, 2022
8. Business scope: general items: engaging in investment activities with its own funds; Paper manufacturing, paper products manufacturing and paper products sales; Planting and management of trees and sales of building materials. (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)
9. Equity structure: hongruitai paper holds 100% equity of Liujing Chengquan.
(IV) main financial data of the subject company
Main financial data of liujingchengquan (Unaudited): as of February 24, 2022, the total assets are RMB 1 million, the total liabilities are RMB 0, and the net assets are RMB 1 million.
After logging into the public information query platform such as the national enterprise credit information publicity system, it was not found that Liujing Chengquan was included in the list of dishonest Executees.
(V) after the acquisition, Liujing Chengquan will become a wholly-owned subsidiary of the company, and the scope of the company's consolidated statements will be changed.
4、 Main contents of the equity transfer agreement to be signed
Article 1 subject matter of transfer
The subject matter of the transfer is the 100% equity of Liujing Chengquan held by hongruitai paper and all assets (including franchise rights) and all interests directly or indirectly owned by the target company corresponding to such equity.
Article 2 transfer price and payment arrangement
1. Transfer price
Through friendly negotiation between Nanning Shandong Sun Paper Co.Ltd(002078) and hongruitai paper, it is finally determined that the transfer price of the subject equity is 150 million yuan.
2. Payment method of transfer price
Both parties agree that the transfer price shall be paid in installments as follows:
(1) Phase I transfer price: within two working days from the date of signing the equity transfer agreement, Nanning Shandong Sun Paper Co.Ltd(002078) shall pay the transfer price of RMB 1 million to the designated bank account of hongruitai paper, and both parties to the transaction shall begin to go through the registration procedures for the change of shareholders of Liujing Chengquan.
(2) Phase II transfer price:
Nanning Shandong Sun Paper Co.Ltd(002078) and hongruitai paper shall complete the handover of liujingchengquan's management rights, management rights, personnel rights and archival materials within five working days after the completion of liujingchengquan's shareholder change registration, and sign the handover list. Nanning Shandong Sun Paper Co.Ltd(002078) shall pay the second phase transfer price of RMB 300 million to the designated bank account of hongruitai paper within 10 working days from the date of completion of handover.
(3) Phase III Transfer Price:
Nanning Shandong Sun Paper Co.Ltd(002078) has operated and managed Liujing Chengquan since the date of shareholder change registration. During this period, hongruitai paper shall cooperate with hongruitai paper. On the expiration of three months from the date of completion of shareholder change registration, if hongruitai paper has no breach of the equity transfer agreement and its annexes, there are no undisclosed debt disputes, and the debts and disputes before the date of equity transfer registration have been handled, and the relevant assets are free of any encumbrances or other disputes, Nanning Shandong Sun Paper Co.Ltd(002078) paid the third transfer price of RMB 200 million to the designated bank account of hongruitai paper. If there are any legal defects in liujingcheng's equity and other assets, Nanning Shandong Sun Paper Co.Ltd(002078) need not pay the third phase transfer price to hongruitai paper and bear any responsibility until both parties reach an agreed solution to these defects.
The equity transfer agreement shall come into force after being signed and sealed by Nanning Shandong Sun Paper Co.Ltd(002078) and hongruitai paper. 5、 Purpose, risks and impact of this acquisition on the company
The smooth implementation of the acquisition of the company's wholly-owned subsidiary will accelerate the implementation progress of the Nanning project of Shandong Sun Paper Co.Ltd(002078) Guangxi base, which is conducive to the steady progress of the Nanning project of Guangxi base and the more reasonable layout of the company's production facilities in Guangxi base.
This transaction follows the principles of fairness and fairness. The pricing of the underlying equity of the transaction is determined by both parties through negotiation. There is no situation that damages the interests of the company and shareholders, especially small and medium-sized shareholders, and will not have a significant impact on the financial status and operating results of the company.
After the completion of this transaction, in the process of relevant business and enterprise operation, there may be risks such as market competition, operation and management risks and business performance falling short of expectations. The company will improve the management level of its subsidiaries and strengthen risk control.
6、 Directory of documents for future reference
Resolution of the 4th meeting of the 8th board of directors.
It is hereby announced.
Shandong Sun Paper Co.Ltd(002078) board of directors February 26, 2002
