Securities code: Qinchuan Machine Tool & Tool Group Share Co.Ltd(000837) securities abbreviation: Qinchuan Machine Tool & Tool Group Share Co.Ltd(000837) Announcement No.: 2022017 Qinchuan Machine Tool & Tool Group Share Co.Ltd(000837)
Announcement on asset disposal and signing of collection and storage agreement
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
Important:
1. Due to the needs of Qinchuan Machine Tool & Tool Group Share Co.Ltd(000837) (hereinafter referred to as “the company”) for industrial focus structure adjustment, asset revitalization and park planning of Yancheng high tech Industrial Development Zone, through friendly negotiation between both parties, The Management Committee of Yancheng high tech Industrial Development Zone (hereinafter referred to as the “Development Zone Management Committee”) intends to collect and store the land use right, houses, buildings, structures, equipment, inventory and other assets of our company located in Qinchuan (Yancheng) Industrial Park, Jianren village, Yanlong sub district office, Yandu District, Yancheng City, Jiangsu Province, based on the assessed value of 1407076 million yuan.
2. The company signed the purchase and storage agreement with the Management Committee of the Development Zone on March 1, 2022.
3. This transaction does not constitute a connected transaction or a major asset reorganization.
4. This transaction has been deliberated and approved by the 10th meeting of the 8th board of directors of the company and does not need to be submitted to the general meeting of shareholders of the company for deliberation.
1、 Transaction overview
The Management Committee of the development zone plans to collect and store the assets of the company located in Qinchuan (Yancheng) Industrial Park, Jianren village, Yanlong sub district office, Yandu District, Yancheng City, Jiangsu Province, including land use rights, houses and buildings, structures, machinery and equipment, electronic equipment and inventory, with a net book value of 923898 million yuan. According to the appraisal report of “Zhonglian (Shaanxi) pingbao Zi [2022] No. 1029” issued by Zhonglian asset appraisal group (Shaanxi) Co., Ltd., the appraisal value of the assets is 1407076 million yuan, the appraisal value-added is 483178 million yuan, and the appreciation rate is 52.30%. After negotiation, both parties agreed to purchase and store the assets according to the assessed value, and signed the purchase and storage agreement. The transaction was considered and approved by a unanimous vote at the 10th meeting of the 8th board of directors held on March 1, 2022. According to the Listing Rules of Shenzhen Stock Exchange and relevant regulations of the company, this transaction is within the 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
(I) Party A of this transaction
1. Company Name: Management Committee of Yancheng high tech Industrial Development Zone
2. Address: No. 1572, Luming Road, Yandu District, Yancheng City, Jiangsu Province
3. Legal representative: Gao Xiang
4. Unified social credit Code: 11320928mbg16746f
The Management Committee of Yancheng high tech Industrial Development Zone is a government administrative organ with strong performance ability, and has no relationship with the company, nor is it a dishonest executee.
(II) Party C of this transaction
1. Enterprise Name: Yancheng high tech Zone Investment Group Co., Ltd
2. Nature of enterprise: limited liability company (solely state-owned)
3. Place of registration: No. 1, Zhenxing Road, Yandu District, Yancheng City, Jiangsu Province
4. Main office location: 13th floor, yanchuang building, Yandu District, Yancheng City
5. Legal representative: Xu Jingen
6. Registered capital: 300 million yuan
7. Unified social credit Code: 913209006945497342
8. Main business: operation and management of state-owned assets within the scope of authorization; Investment and operation of high-tech industries; Investment, construction and operation of infrastructure and municipal public facilities in the park; Land development and management; House leasing; estate management; Wholesale and retail of building materials and electronic products. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments).
9. Major shareholder: Yancheng Municipal People’s Government
Yancheng high tech Zone Investment Group Co., Ltd. is a wholly-owned subsidiary of Yancheng Municipal People’s government. It has no relationship with the company and is not a dishonest executee.
3、 Basic information of transaction object
1. Overview of the underlying assets
The assets collected and stored this time are the land use right, houses and buildings, structures, machinery and equipment, electronic equipment and inventory of the company located in Qinchuan (Yancheng) Industrial Park, Jianren village, Yanlong sub district office, Yandu District, Yancheng City, Jiangsu Province.
(1) Land use right
The land collected and stored this time is located in Qinchuan (Yancheng) Industrial Park, Jianren village, Yanlong sub district office, Yandu District, Yancheng City, Jiangsu Province. The certificate numbers of real estate property right certificate are su (2021) Yancheng real estate right No. 5I5J Holding Group Co.Ltd(000560) 6 and 5I5J Holding Group Co.Ltd(000560) 7, with a common area of 13353400 M2.
(2) House building
The housing and building assets collected and stored this time are located in Qinchuan (Yancheng) Industrial Park, Jianren village, Yanlong sub district office, Yandu District, Yancheng City, Jiangsu Province, with a total construction area of 2972053 m2, including East Gate, combined plant, air compressor room, etc.
(3) Equipment assets
The equipment assets disposed this time include machine equipment and electronic equipment. Among them, 51 items of machinery and equipment were purchased from May 2010 to may 2020, including test platform, CNC vertical lathe, industrial dehumidifier, wind power gearbox parts cleaning machine, gantry coordinate measuring machine, power transformation and distribution equipment, etc; There are 48 items of electronic equipment, mainly office equipment.
(4) Stock
Inventories are mainly purchased semi-finished products and products in process of wind power, petroleum gearbox and other products. Affected by market conditions, products in process are overstocked inventory.
2. Description of ownership status
The property rights of the above assets are clear, there is no mortgage, pledge or restriction on transfer, and there are no major disputes, litigation or arbitration, seizure, freezing and other judicial matters.
3. Asset value
Unit: 10000 yuan
Original book value and net book value of item No
1. Land use right 200829157981
2 buildings 771826569860
3 machinery and equipment 381144 961.54
4 inventory 177570 999.03
5. Total assets 1531369923898
4. Asset appraisal
The appraisal institution employed for the current asset collection and storage is Zhonglian asset appraisal group (Shaanxi) Co., Ltd. the benchmark date of appraisal is October 31, 2021, and the appraisal is based on the market value. On February 23, 2022, Zhonglian asset appraisal group (Shaanxi) Co., Ltd. issued the appraisal report of Zhonglian (Shaanxi) pingbao Zi [2022] No. 1029.
Among them, the market comparison method is used to evaluate the land use right; The replacement cost method is adopted for the evaluation of houses, buildings, machinery and equipment; The valuation value of inventories shall be determined according to the net realizable value of products in process. The appraisal conclusion is: the net book value of the assets is 923898 million yuan, the appraisal value is 1407076 million yuan, the appraisal appreciation is 483178 million yuan, and the appreciation rate is 52.30%.
4、 Main contents of the transaction agreement
(I) agreement subject
Party A: Yancheng high tech Industrial Development Zone Management Committee
Party B: Qinchuan Machine Tool & Tool Group Share Co.Ltd(000837)
Party C: Yancheng high tech Zone Investment Group Co., Ltd
(II) total transfer price
1. Party A, Party B and Party C agree to collect and store the assets of Party B located in Qinchuan Industrial Park, Jianren village, Yanlong street, Yandu District, Yancheng City, Jiangsu Province according to the assets appraisal report of Zhonglian (Shaanxi) pingbao Zi [2022] No. 1029 issued by Zhonglian assets appraisal group (Shaanxi) Co., Ltd. hired by Party B, with an appraisal value of 1407076 million yuan.
2. All taxes involved in this transaction shall be borne by Party A.
3. Party A shall pay Party B according to the evidence of relevant taxes actually paid by Party B in this transaction.
(III) payment elements and time
1. Within 5 days after the signing of this agreement, Party A shall pay Party B the first asset collection and deposit of RMB 100 million.
2. Party A shall pay the remaining 407076 million yuan to Party B within 3 days after Party B completes the transfer of the real estate ownership certificate to Party C.
(IV) rights and obligations
1. After signing the agreement, Party B agrees to assist Party A and Party C in handling the procedures of asset collection and storage, and Party A shall pay the corresponding amount in accordance with the agreement.
2. Party A, Party B and Party C jointly coordinate the collection and storage of assets with relevant units. The creditor’s rights and debts of Party B and other companies have nothing to do with Party A.
3. Party B promises that the assets collected and stored by Party A and Party C have no property rights disputes and have not been sealed up or frozen by the court. If they are sealed up or frozen, Party A will directly pay the collected and stored funds to the corresponding court, so as to facilitate the transfer procedures after the court unsealed.
5、 Other arrangements for transactions
This transaction does not involve personnel placement and other matters.
6、 Purpose of this transaction and its impact on the company
After the deliberation and approval of the board of directors and the general meeting of shareholders, the company has absorbed and merged the business of Jiangsu sector as a whole in June 2021, and closed and cancelled the former wholly-owned subsidiary Jiangsu Qinchuan gear transmission Co., Ltd. At present, according to the company’s future development plan, the disposal of Jiangsu Yancheng real estate and remaining movable property is conducive to revitalizing the stock assets, improving operation efficiency and accelerating the development of the company’s main business. This transaction will not affect the normal production and operation of the company.
According to preliminary calculation, this transaction is expected to increase the total profit of the company in 2022 by 49.34 million yuan, subject to the annual audit amount.
7、 Documents for future reference
1. Resolutions of the 10th meeting of the 8th board of directors
2. Purchase and storage agreement
It is hereby announced.
Qinchuan Machine Tool & Tool Group Share Co.Ltd(000837)
Board of directors
March 3, 2022
