Securities code: Shanghai Pudong Construction Co.Ltd(600284) securities abbreviation: Shanghai Pudong Construction Co.Ltd(600284) Announcement No.: pro 2022009 Shanghai Pudong Construction Co.Ltd(600284)
Announcement on the acquisition of equity of Shanghai Pudong Architectural Design and Research Institute Co., Ltd
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 tips:
Shanghai Pudong Construction Co.Ltd(600284) (hereinafter referred to as “the company” or “the company”) intends to acquire 37.5% equity of Pudong Design Institute held by the Employee Stock Ownership Association of Shanghai Pudong Architectural Design and Research Institute Co., Ltd. (hereinafter referred to as “Pudong Design Institute” or “target company”) and invest 1 million yuan to establish a new wholly-owned subsidiary. The newly established wholly-owned subsidiary, as the general partner, jointly invested with the management and key personnel of Pudong Design Institute to establish an employee stock ownership platform in the form of limited partnership to undertake the 25% equity of Pudong Design Institute currently held by natural person shareholders.
Based on the assessed value of all shareholders’ equity of Pudong Design Institute on April 30, 2021, the price for the company to acquire 37.5% equity held by the Employee Stock Ownership Association of Pudong Design Institute is 355125 million yuan, and the price for the employee stock ownership platform to acquire 25% equity held by natural persons is 23.675 million yuan.
On March 1, 2022, the company held the second meeting of the eighth board of directors, deliberated and approved the proposal on acquiring the equity of Shanghai Pudong Architectural Design and Research Institute Co., Ltd. for relevant information, see the announcement on the resolution of the second meeting of Shanghai Pudong Construction Co.Ltd(600284) the eighth board of directors (Announcement No.: pro 2022007) disclosed by the company on March 2, 2022.
This transaction does not constitute a connected transaction.
This transaction does not constitute a major asset restructuring.
As of the date of this announcement, the natural persons and their contribution shares of the ESOP platform related to this transaction have to be finalized; Relevant equity transfer agreements and partnership agreements have yet to be formally signed; This transaction still needs to fulfill the declaration of business concentration and obtain the decision or consent document issued by the competent anti-monopoly department that the anti-monopoly examination of business concentration will not be further examined or prohibited. Therefore, this transaction may face uncertainties in the implementation process.
This transaction will not have a significant impact on the company’s continuous operation ability, profitability and asset status.
Risk warning: the subject company has a large appreciation in this appraisal. If the future situation changes significantly than expected, there may be a risk that the asset valuation is different or quite different from the actual situation; The industry of the target company is facing fierce market competition and various production and operation risks. If effective control and response measures are not implemented, there may be the risk of performance fluctuation; If the future incentive measures fail to play a full role, the core team and key employees may leave, thus affecting the core competitiveness of the target company. Please pay attention to investment risks.
1、 Transaction overview
(I) basic information of this transaction
The company plans to acquire 37.5% equity of Pudong Design Institute held by the Employee Stock Ownership Association of Pudong Design Institute and invest 1 million yuan to establish a new wholly-owned subsidiary. The newly established wholly-owned subsidiary, as the general partner, jointly invested with the management and key personnel of Pudong Design Institute to establish an employee shareholding platform in the form of limited partnership to undertake 25% of the equity of Pudong Design Institute currently held by natural person shareholders. According to the appraisal, the total equity value of the shareholders of Pudong Design Institute on the base date of April 30, 2021 is 94.7 million yuan, the price for the company to acquire 37.5% equity held by the Employee Stock Ownership Association of Pudong Design Institute is 355125 million yuan, and the price for the employee stock ownership platform to acquire 25% equity held by natural persons is 23.675 million yuan.
(II) basic information of the proposed new ESOP platform
The newly established wholly-owned subsidiary of the company is the general partner (GP), and the management and key employees of Pudong design institute or the partnership composed of the above personnel (among which GP is still the newly established wholly-owned subsidiary of the company) are the limited partners (LP), which jointly contribute to the establishment of x limited partnership and acquire 25% equity of Pudong Design Institute held by natural person shareholders.
The share structure of X limited partnership is: the company newly established a wholly-owned subsidiary as GP, holding 1% of the share of X limited partnership; The management and key employees of Pudong design institute or the partnership composed of the above personnel (in which GP is still a newly established wholly-owned subsidiary of the company) serve as limited partners (LP), holding 99% of the share of X limited partnership in total.
(III) review procedure
On March 1, 2022, the company held the second meeting of the eighth board of directors, deliberated and approved the proposal on acquiring the equity of Shanghai Pudong Architectural Design and Research Institute Co., Ltd. for relevant information, see the announcement on the resolution of the second meeting of Shanghai Pudong Construction Co.Ltd(600284) the eighth board of directors (Announcement No.: pro 2022007) disclosed by the company on March 2, 2022.
(IV) other procedures to be performed before the transaction takes effect
As of the date of this announcement, the natural persons and their contribution shares of the ESOP platform related to this transaction have to be finalized; Relevant equity transfer agreements and partnership agreements have yet to be formally signed; This transaction still needs to fulfill the declaration of business concentration and obtain the decision or consent document issued by the competent anti-monopoly department that the anti-monopoly examination of business concentration will not be further examined or prohibited. Therefore, this transaction may face uncertainties in the implementation process.
2、 Parties to the transaction
The board of directors of the company has conducted necessary due diligence on the basic information of the counterparty and its transaction performance ability.
(I) introduction to the counterparty
1. Employee Stock Ownership Association of Shanghai Pudong Architectural Design and Research Institute Co., Ltd
Highest authority: general meeting of shareholders’ Association
Chairman: Zhu bangfan
Number of members: 50
2. The natural person shareholder of Shanghai Pudong Architectural Design and Research Institute Co., Ltd. is as follows:
(1) Zhang Dawei
Gender: male; Nationality: Chinese ID number: 2292; Position: Director, general manager and Deputy Secretary of the Party committee of Pudong Design Institute. (2) Yu Hui gender: male; Nationality: Chinese ID number: 1232; Position: Director and party secretary of Pudong Design Institute. (3) Wang Zhaojun gender: male; Nationality: Chinese ID number: 3297; Position: Director, deputy general manager and Secretary of Discipline Inspection Commission of Pudong Design Institute. (4) Xu Lin gender: female; Nationality: Chinese ID number: 3127; Title: Director of Pudong Design Institute, director of general office and human resources department.
(5) Li Xuesong sex: male; Nationality: Chinese ID number: 4518; Title: Assistant to the general manager of Pudong Design Institute. (6) Huang Xiaoyan gender: female; Nationality: Chinese ID number: 3127; Position: supervisor of Pudong Design Institute and director of market and contract department. (7) Kang Xiujun gender: female; Nationality: Chinese ID number: 3124; Title: Director of information and archives center of Pudong Design Institute. (8) Zhang Wenjun gender: male; Nationality: Chinese ID number: 1514; Title: Deputy Chief Engineer of Pudong Design Institute (retired and reemployed). (9) Zhan Huamao gender: male; Nationality: Chinese ID number: 3130; Title: Assistant to the general manager of Pudong Design Institute. (10) Qin Dawei gender: male; Nationality: Chinese ID number: 6219; Title: President of water affairs and Environment Institute of Pudong Design Institute.
The above counterparties are not related to the company.
3、 Basic information of transaction object
(I) subject matter of transaction
Company name: Shanghai Pudong Architectural Design and Research Institute Co., Ltd
Company address: No. 91, Chuanhuang Road, Pudong New Area, Shanghai
Legal representative: Luo pan
Registered capital: 8.96 million yuan
Company type: limited liability company
Business scope: licensed projects: construction engineering design; Preparation of land spatial planning; Various engineering construction activities; Construction of cultural relics protection works; Engineering cost consulting business; Construction engineering survey. (for projects that must be approved according to law, business activities can be carried out only after being approved by relevant departments, and the specific business projects shall be subject to the approval documents or permits of relevant departments) general projects: engineering management services, water and soil loss prevention services, soil pollution control and remediation services, information and technical consulting 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)
Date of establishment: February 24, 1994
(II) Shareholding of major shareholders of Pudong Design Institute before and after the transaction
Pre transaction and post transaction
No. shareholder’s name / capital contribution shareholding ratio capital contribution shareholding ratio (10000 yuan) (%) (10000 yuan) (%)
1 Shanghai Pudong New Area Construction 336 Shenzhen Nanshan Power Co.Ltd(000037) .50 336.00 37.50 (Group) Co., Ltd
Shanghai Pudong Architectural Design Institute
2. Employees of Research Institute Co., Ltd. hold 336 Shenzhen Nanshan Power Co.Ltd(000037) .50 —
Stock meeting
3 Yu Hui 336000 3.75 —
4 Zhang Dawei 336000 3.75 —
5 Xu Lin 313600 3.50 —
6 Li Xuesong 278656 3.11 —
7 Wang Zhaojun 276464 3.09 —
8 Huang Xiaoyan 194080 2.17 —
9 Kang Xiujun 194000 2.16 —
10 Zhang Wenjun 179200 2.00 —
11 Zhan Huamao 8.9600 1.00 —
12 Qin Dawei 4.2400 0.47 —
13 Shanghai Shanghai Pudong Construction Co.Ltd(600284) Co., Ltd. — 336.00 37.50
14 x limited partnership — 224.00 25.00
Total 896 Shenzhen Ecobeauty Co.Ltd(000010) 0.00 896.00 100.00
After the completion of the transaction, the company directly or indirectly holds no less than 75.25% of the equity of Pudong Design Institute (the final shareholding ratio shall be subject to the completion of industrial and commercial change), and becomes the controlling shareholder of Pudong Design Institute.
(III) main financial indicators of Pudong Design Institute:
According to the special audit report issued by Tianzhi International Certified Public Accountants (special general partnership) for this merger and acquisition, the main financial data of Pudong Design Institute in the past two years are as follows:
Date / period total assets total liabilities net assets operating income net profit (10000 yuan) (10000 yuan) (10000 yuan) (10000 yuan) (10000 yuan)
December 31, 2019 / 41705 Rendong Holdings Co.Ltd(002647) 210152329056734163200532019
December 31, 2020 / 45816532764592181706155485043654512020
April 30, 2021 / 473965643498613897951670495 914.54 January April 2021
As of September 30, 2021, Pudong Design Institute had total assets of 245657200 yuan and net assets of 498184 million yuan. From January to September, 2021, Pudong Design Institute had operating revenue of 304464900 yuan and net profit of 311958 million yuan (Unaudited).
(IV) description of asset changes of Pudong Design Institute. Pudong Design Institute implemented profit distribution before the benchmark date of this transaction, with a total profit of 151872 million yuan.
(V) the property right of the equity subject matter of this transaction is clear, there is no mortgage, pledge and other restrictions on transfer, and there is no litigation
