Securities code: Guangdong Huatie Tongda High-Speed Railway Equipment Corporation(000976) securities abbreviation: Guangdong Huatie Tongda High-Speed Railway Equipment Corporation(000976) Announcement No.: 2022005 Guangdong Huatie Tongda High-Speed Railway Equipment Corporation(000976)
About cash acquisition of Qingdao changyunsheng Rail Transit Co., Ltd
Announcement of 100% equity
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.
Special risk tips:
This transaction draws investors’ attention to the following risk factors: 1. The subject company assesses the risk of large value-added; 2. The risk of failure of this transaction due to insufficient financing of the listed company; 3. Financing pledge equity risk; 4. The risk of fluctuations in the profitability of the underlying assets; 5. The risk of key personnel leaving the underlying assets; 6. Risks related to the follow-up operation of the underlying assets; 7. Stock price fluctuation risk. See “VIII. Risk factors” in this announcement for details, and draw investors’ attention to investment risks.
1、 Transaction overview
(I) basic information of this transaction
Guangdong Huatie Tongda High-Speed Railway Equipment Corporation(000976) (hereinafter referred to as ” Guangdong Huatie Tongda High-Speed Railway Equipment Corporation(000976) ” and “the company”) acquired Shanghai huhao enterprise management partnership (limited partnership) (hereinafter referred to as “Shanghai huhao”) Shanghai Fuhai enterprise management partnership (limited partnership) (hereinafter referred to as “Shanghai Fuhai”) holds 100% equity (full text referred to as “Qingdao changyunsheng” and “target company”) of Qingdao changyunsheng Rail Transit Co., Ltd. (full text referred to as “target equity”), with a transaction price of 1.12 billion yuan.
After the completion of this transaction, the company will directly hold 100% equity of Qingdao changyunsheng, and Shandong Jiatai transportation equipment Co., Ltd. (hereinafter referred to as “Shandong Jiatai”) will also become a wholly-owned subsidiary of the company.
(II) review procedure
The counterparties of this transaction are Shanghai huhao and Shanghai Fuhai, and there is no related relationship between the counterparties and the listed company. 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 has been deliberated and approved by all directors at the first extraordinary meeting of the ninth board of directors in 2022, and does not need to be submitted to the general meeting of shareholders for deliberation. Shanghai huhao and Shanghai Fuhai have fulfilled the corresponding procedures for the transfer of 100% equity of Qingdao changyunsheng and made effective internal decisions.
2、 Basic information of the counterparty
(I) Company Name: Shanghai huhao enterprise management partnership (limited partnership)
Unified social credit Code: 91310230ma7d3qec6p
Enterprise type: limited partnership
Executive partner: Luo Yanhua
Date of establishment: November 23, 2021
Registered address: building 11, Lane 1333, Jiangnan Avenue, Changxing Town, Chongming District, Shanghai (Lingang Changxing science and Technology Park)
Registered capital: 5 million yuan
Business scope: general items: enterprise management, corporate image planning, information consulting services (excluding licensing information consulting services), socio-economic consulting services, environmental protection consulting services, information technology consulting services, software development, big data services. (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: Luo Yanhua holds 79.898% and Tan Fuwen holds 20.102%.
Shanghai huhao has no relationship with the company and its top ten shareholders in terms of property rights, business, assets, creditor’s rights and debts, personnel, etc., which may or has caused the company to favor its interests. Shanghai huhao is not a dishonest person to be executed.
(II) Company Name: Shanghai Fuhai enterprise management partnership (limited partnership)
Unified social credit Code: 91310230ma7ce8m176
Enterprise type: limited partnership
Executive partner: Luo Yanhua
Date of establishment: November 23, 2021
Registered address: building 11, Lane 1333, Jiangnan Avenue, Changxing Town, Chongming District, Shanghai (Lingang Changxing science and Technology Park)
Registered capital: 5 million yuan
Business scope: general items: enterprise management, marketing planning, enterprise headquarters management, technical services, technology development, technical consultation, technical exchange, technology transfer and technology promotion. (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: Luo Yanhua holds 79.898% and Tan Fuwen holds 20.102%.
Shanghai Fuhai has no relationship with the company and its top ten shareholders in terms of property rights, business, assets, creditor’s rights and debts, personnel, etc., which may or has caused the company to favor its interests. Shanghai Fuhai is not a dishonest person to be executed.
3、 Basic information of transaction object
(I) basic information of the target company
Company name: Qingdao changyunsheng Rail Transit Co., Ltd
Unified social credit Code: 91370214ma3ux90r5e
Enterprise type: other limited liability companies
Legal representative: Luo Yanhua
Date of establishment: January 25, 2021
Registered address: room 205, community center, Jinling District, Jinsheng Second Road, Jihongtan street, Chengyang District, Qingdao, Shandong Province
Registered capital: RMB 10 million
Business scope: general items: Sales of rail transit construction machinery and parts; Sales of high-speed railway equipment and accessories; Sales of new metal functional materials; Sales of metal materials; Retail of auto parts; Wholesale of auto parts; Sales of electrical equipment; Sales of electrical and mechanical equipment; Sales of metal products; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Railway rolling stock sales. (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)
(II) main financial indicators of Qingdao changyunsheng in the latest year and the first period (reviewed)
Unit: RMB
Project June 30, 2021 / December 31, 2020/
January June 20212020
Total assets 3077956347724527656174
Total liabilities 146716 Shahe Industrial Co.Ltd(000014) 66960000
Owner’s equity 2931240347723060696174
Total receivables 10000 Ping An Bank Co.Ltd(000001) 000000000
Operating income —
Operating profit 617289159011141714250
Net profit 617289159011141714250
Net cash flow from operating activities —
Note: the total amount of accounts receivable is the total amount of notes receivable, accounts receivable, prepayments and other receivables.
The relevant financial data of Qingdao changyunsheng has been reviewed by Dahua Certified Public Accountants (special general partnership) in accordance with the provisions of the securities law, and issued the review report for reference (dahuahe Zi [2021] No. 0012757). The subject company has no major contingencies that need to be explained in the latest year and period.
The core asset of Qingdao changyunsheng is long-term equity investment, that is, it holds 49% equity of Shandong Jiatai. The following are the main financial indicators of Shandong Jiatai in the latest year and the first period:
(III) main financial indicators of Shandong Jiatai in the latest year (audited)
Unit: RMB
Project June 30, 2021 / December 31, 2020 / January June 20212020
Total assets 8369617231474270508820
Total liabilities 2292178430126254883974
Owner’s equity 6077438801348015624846
Total receivables 5434711231241173679998
Operating income 3364405533056696593915
Operating profit 1476722420926556307175
Net profit 1259791477322738192347
Net cash flow from operating activities -5412193601 -1748102393
Note: the total amount of accounts receivable is the total amount of notes receivable, accounts receivable, prepayments and other receivables.
The relevant financial data of Shandong Jiatai has been audited by Dahua Certified Public Accountants (special general partnership) in accordance with the provisions of the securities law, and has issued a standard unqualified audit report (dahuashen Zi [2021] No. 0016678). Shandong Jiatai has no major contingencies that need to be explained in the last year and phase I.
(IV) assessment
1. Evaluation of Qingdao changyunsheng
The company hired Zhejiang zhongqihua Assets Appraisal Co., Ltd. (hereinafter referred to as “zhongqihua appraisal institution”) in line with the provisions of the securities law to evaluate the subject company. The appraisal method is the asset-based method. According to the assets appraisal report (zzqhpbz (2022) No. 0023) issued by the China enterprise appraisal agency, as of the benchmark date (June 30, 2021), the book value of Qingdao changyunsheng’s total assets was 307795600 yuan, the appraisal value was 1290089600 yuan, the added value was 98229400 yuan, and the appreciation rate was 319.14%; The book value of total liabilities is 146716 million yuan, the appraisal value is 1106716 million yuan, the added value is 96 million yuan, and the added value rate is 654.33%; The book value of all shareholders’ equity is 293124 million yuan (reviewed by Dahua Certified Public Accountants (special general partnership)), the assessed value of all shareholders’ equity is 1179418 million yuan, the added value is 886294 million yuan, and the added value rate is 302.36%. That is, the appraisal conclusion of the value of all shareholders’ equity of Qingdao changyunsheng is 1179418 million yuan.
The specific appraisal results are shown in the following summary of appraisal results:
Summary of asset based appraisal results
Benchmark date of appraisal: June 30, 2021 monetary unit: RMB 10000
Increase / decrease rate of project book value evaluation value%
Current assets 10001120 China Northern Rare Earth (Group) High-Tech Co.Ltd(600111) 96 Shenzhen Cereals Holdings Co.Ltd(000019) 5978
Non current assets 2977945108408857862940 264.04
Including: long-term equity investment 2977945108408857862940 264.04
Total assets 3077956129008969822940 319.14
Current liabilities 1467161106716960000 654.33
Non current liabilities
