Securities code: Jiangsu Nanfang Bearing Co.Ltd(002553) securities abbreviation: Jiangsu Nanfang Bearing Co.Ltd(002553) Announcement No.: 2022008
Jiangsu Nanfang Bearing Co.Ltd(002553)
Announcement on the transfer of part of the equity of Wuxi Yilong Aviation Equipment Co., Ltd
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、 Transaction overview
Jiangsu Nanfang Bearing Co.Ltd(002553) (hereinafter referred to as “the company”) held the 14th (Interim) meeting of the 5th board of directors on February 25, 2022. The meeting deliberated and adopted the proposal on the company’s transfer of part of the equity of Wuxi Yilong Aviation Equipment Co., Ltd., and the company signed an agreement with Shanghai Sifu Technology Co., Ltd. (hereinafter referred to as “Sifu technology”), Transfer the 30.6% equity of Wuxi Yilong Aviation Equipment Co., Ltd. (hereinafter referred to as “Wuxi Yilong”) held by the company to it. Since Wuxi Yilong’s current net assets are negative, the equity transfer price is zero yuan only; After the completion of this transfer, the company still holds 5.4% equity of Wuxi Yilong.
This transaction does not constitute a connected transaction, nor does it constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies.
This transaction will not change the scope of the company’s consolidated statements, nor will it have an adverse impact on the company’s operation and financial situation;
The sale of assets is within the approval 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 the counterparty
1. Company name: Shanghai Sifu Technology Co., Ltd
2. Address: Building 8, No. 8188, Daye highway, Fengxian District, Shanghai
3. Enterprise type: limited liability company (invested or controlled by natural person)
4. Registered capital: RMB 10 million only
5. Unified social credit Code: 91310120ma1jkk2p7w
6. Shareholders: Wang Kai holds 70% equity of Sifu technology and Hou Kaisheng holds 30% equity of Sifu technology
7. Actual controller: Wang Kai.
8. Legal representative: Wang Kai
9. Registration time: August 3, 2021
10. Business scope: general items: technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Enterprise management consulting; Information consulting services (excluding licensed information consulting services); Tire sales; Sales of rubber products; Sales of plastic products; Sales of mechanical equipment; Sales of mechanical parts and components; Sales of air transport equipment; Sales of intelligent unmanned aerial vehicles; Sales of civil aviation materials; Sales of chemical products (excluding licensed chemical products); Sales of special chemical products (excluding hazardous chemicals) (except for projects subject to approval according to law, carry out business activities independently according to law with business license).
11. Shanghai Sifu Technology Co., Ltd. has no relationship with the company and its top ten shareholders in terms of property rights, business, assets, creditor’s rights and debts, personnel, or other relationships that may or have caused the company to favor its interests.
According to the inquiry of “China executive information disclosure network”, Shanghai Sifu Technology Co., Ltd. is not a dishonest executee. 3、 Basic information of transaction object
1. Subject matter of transaction
(1) . name of assets sold: part of the equity of Wuxi Yilong company held by the company.
(2) . category of assets sold: equity investment.
(3) Ownership of assets sold: the registered capital of Wuxi Yilong is 17.894 million yuan. Before this transaction, the company held 36% of the equity of Wuxi Yilong. This part of equity does not have mortgage, pledge or other third-party rights, nor does it involve major disputes, litigation or arbitration matters, as well as being sealed up or frozen.
(4) Book value of assets sold: the book value of 36% equity of Wuxi Yilong held by the company is 0 yuan, of which the original book value is 58775500 yuan, the profit and loss adjustment amount is -1330859774 yuan, and the amount of impairment provision is 4546690226 yuan (the amount of impairment provision is 1692545104 yuan in 2018 and 2854145122 yuan in 2019 respectively).
2. Basic information of transaction object
Wuxi Yilong Aviation Equipment Co., Ltd
Address: No. 033, zone a, Yangming high tech Industrial Park, Wuxi, Jiangsu
Type: limited liability company (invested or controlled by natural person)
Registered capital: RMB 17.894 million
Unified social credit Code: 91320200728705345a
Legal representative: Su renran
Date of establishment: June 19, 2001
Business scope: aircraft tire retreading and testing services, self-supporting and agent import and export business of various commodities and technologies (excluding distribution, except for commodities and technologies limited or prohibited by the state); Research, development and sales of automobile tires. (for projects that must be approved according to law, business activities can be carried out only after being approved by relevant departments) (1). The financial data of Wuxi Yilong in the last year and the first period are as follows:
Unit: 10000 yuan
December 31, 2020 November 30, 2021
Main financial indicators (figures in the account, Wuxi Dafang certified public accountants has been audited by Wuxi Dafang Certified Public Accountants (general partnership), which is not separately listed in the audit report of Wuxi Dafang Certified Public Accountants (general partnership)
Total assets 380269374386
Total liabilities 347026395259
Receivables 626.87
Net assets 332.43 -208.73
Main financial indicators 2020 January November 2021
Operating income 0.00 0.00
Operating profit -213.05 -430.03
Net profit -359.48 -541.16
(2) I. ownership structure
Before this equity transfer, the equity structure of Wuxi Yilong is as follows:
Serial number shareholder name shareholding ratio
1 Jiangsu Nanfang Bearing Co.Ltd(002553) 36.00%
2 Wuxi sanyeshu International Trade Co., Ltd. 30.70%
3 Su renran 17.30%
4 Yang Yongjian 5.00%
5 Xia Guoping 6.00%
6 Liu Hexue 5.00%
Total 100.00%
After this equity transfer, the equity structure of Wuxi Yilong is as follows:
Serial number shareholder name shareholding ratio
1 Shanghai Sifu Technology Co., Ltd. 91.00%
2 Jiangsu Nanfang Bearing Co.Ltd(002553) 5.40%
3 Wuxi sanyeshu International Trade Co., Ltd. 0.00%
4 Su renran 2.16%
5 Yang Yongjian 0.45%
6 Xia Guoping 0.54%
7 Liu Hexue 0.45%
Total 100.00%
(3) According to the inquiry of “China executive information disclosure network”, Wuxi Yilong Aviation Equipment Co., Ltd. is the person subject to dishonesty, and there are pending lawsuits for failing to pay employees’ wages and suppliers’ payment for goods.
The litigation court has frozen the bank account of Wuxi Yilong and listed the legal representative as the dishonest executee. The above unexecuted litigation will not affect this equity transfer.
4、 Main contents of the transaction agreement
1. Transaction amount: 0 yuan
2. Equity transfer: the company transferred 30.60% equity of Wuxi Yilong to Sifu technology at the price of RMB 0, Wuxi sanyeshu International Trade Co., Ltd. transferred 30.70% equity of Wuxi Yilong to Sifu technology at the price of RMB 0, and Su renran transferred 15.14% equity of Wuxi Yilong to Sifu technology at the price of RMB 0, Yang Yongjian transferred the 4.55% equity of Wuxi Yilong to Sifu technology at the price of RMB 0, Xia Guoping transferred the 5.46% equity of Wuxi Yilong to Sifu technology at the price of RMB 0, and Liu Hexue transferred the 4.55% equity of Wuxi Yilong to Sifu technology at the price of RMB 0.
3. Preemptive right: the current shareholders of Wuxi Yilong give up the preemptive right of this equity transfer.
4. Commitments and guarantees of the transferee Investor:
(1) . Sifu technology assists in necessary funds to resume the production and operation of Wuxi Yilong: provide funds of no less than 10 million yuan within 12 months after the delivery date, mainly for resuming the annual review of Wuxi Yilong production and maintenance license; Another 20 million yuan will be provided 12-24 months after the delivery date to maintain the production and operation of Wuxi pterosaur. The capital provided by Sifu technology is the capital reserve of Wuxi Yilong. Sifu technology and Wuxi Yilong executives shall not occupy, misappropriate, withdraw or dilute the shares of other shareholders as capital contributions.
(2) . Sifu technology completes the repayment of Wuxi Yilong’s arrears, which shall not exceed 5 years after the delivery date.
5. Effective conditions of the agreement:
(1) . the transferee investor has completed the internal approval procedures for the signing and performance of the transaction documents.
(2) The current shareholders of Wuxi Yilong have made a resolution of the shareholders’ meeting agreeing to the equity transfer.
(3) The current shareholders of Wuxi Yilong have made the resolution of the shareholders’ meeting, the transferee investor has joined and re established the shareholders’ meeting, and the current shareholders have dispatched a shareholder representative.
(4) The current shareholders, transferee investors and other relevant parties of Wuxi Yilong have signed all agreements and relevant documents required by law for this equity transfer.
(5) As of the closing date, except for the disclosure, Wuxi Yilong and its subsidiaries and branches have not had any significant adverse impact or change in any aspect.
(6) Except for the matters disclosed in the disclosure letter, as of the closing date, all statements, representations and warranties made by Wuxi Yilong and current shareholders in this Agreement are true and accurate, and do not contain omissions that may cause misleading.
(7) Wuxi Yilong has delivered the disclosure letter to the transferee investor on the date of signing this agreement, and the contents and information disclosed in the disclosure letter are recognized by the transferee investor.
(8) The current shareholders and transferee investors of Wuxi Yilong agree that they will do their best and take all necessary actions to ensure that the preconditions are completed as soon as possible, including but not limited to: providing relevant documents, certificates and materials of this equity transfer according to the requirements of the company registration authority and other government competent departments; Handle or assist in handling the evaluation, approval, declaration, registration and filing procedures involved in this equity transfer.
6. Effective time: the current shareholders and transferee investors of Wuxi Yilong have signed the equity transfer agreement
7. Basis of transaction pricing: this transaction is based on the audited financial data of Wuxi Yilong, taking into account the current poor management of Wuxi Yilong, great difficulties in cash flow, freezing of bank accounts, loss of employees and lack of capital
