Securities code: Gree Real Estate Co.Ltd(600185) stock abbreviation: Gree Real Estate Co.Ltd(600185) No.: pro 2022020
Bond Code: 150385, 143195, 143226, 151272, 188259
Bond abbreviation: grid 18 01, grid 18 02, grid 18 03, grid 19 01, grid 21 02
Gree Real Estate Co.Ltd(600185)
Special notice on the transfer of equity of participating companies and related party transactions
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:
Zhuhai Gree Zhisheng Industrial Co., Ltd. (hereinafter referred to as “Gree Zhisheng”), a wholly-owned subsidiary of the company, intends to transfer its 2.5% equity (hereinafter referred to as “target equity”) of Guangdong Huaxing Bank Co., Ltd. (hereinafter referred to as “Huaxing bank”) to Zhuhai duty free enterprise Group Co., Ltd. (hereinafter referred to as “duty free group”), The transfer price is 363.18 million yuan.
This transaction constitutes a connected transaction. This transaction does not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies. This transaction does not need to be deliberated by the general meeting of shareholders of the company.
The counterparty of this transaction intends to pay the equity consideration in cash. After the completion of this transaction, Gree Zhisheng will no longer hold the equity of Huaxing bank.
1、 Overview of related party transactions
In order to further optimize the company’s business structure, Gree Zhisheng, a wholly-owned subsidiary of the company, plans to transfer its 2.5% equity of Huaxing bank to the tax-free group at the price of 363.18 million yuan. After the completion of this transaction, Gree Zhisheng will no longer hold the equity of Huaxing bank.
This transaction has been deliberated and approved at the 26th meeting of the 7th board of directors held on March 2, 2022. The amount of this transaction does not exceed 5% of the latest audited net assets of the company, and it is not necessary to submit it to the general meeting of shareholders for deliberation.
2、 Introduction and relationship of related parties
Name of related party: Zhuhai duty free enterprise group Co., Ltd
Enterprise type: limited liability company (state-owned holding)
Legal representative: Lu Junsi
Registered capital: 500 million yuan
Address: No. 38, jingle Road, Jida, Zhuhai, Guangdong
Date of establishment: September 20, 1987
Business scope: commercial wholesale and retail; Duty free tobacco products are operated in areas under customs supervision; Wholesale of alcohol; Wholesale and retail of food; Wholesale and retail of Arts and crafts; Design, produce and publish all kinds of advertisements outside China in Zhuhai duty-free shopping malls
Shareholders: state owned assets supervision and Administration Commission of Zhuhai Municipal People’s government and Zhuhai Urban Construction Group Co., Ltd
By the end of 2020, Zhuhai duty free enterprise group Co., Ltd. (hereinafter referred to as “duty free group”) had audited total assets of 4443892700 yuan and net assets of 3377175300 yuan.
Mr. Lu Junsi, the chairman of the company, is the chairman of the tax-free group, which belongs to the affiliated relationship stipulated in article 6.3.3 of the Listing Rules of Shanghai Stock Exchange on affiliated legal persons (III).
3、 Basic information of related party transactions
(I) subject matter of transaction
Company name: Guangdong Huaxing Bank Co., Ltd
Enterprise type: other joint stock limited companies (unlisted)
Legal representative: Zhou Zerong
Registered capital: 800 million yuan
Address: 4th floor, No. 28 Huangshan Road, Longhu District, Shantou
Date of establishment: March 18, 1997
Business scope: business approved by Bank Of China Limited(601988) industry supervision and Administration Commission in accordance with relevant laws, administrative regulations and other provisions. The business scope shall be subject to the approval documents; Fund sales; Part time insurance agency business (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
As of September 30, 2021, the total number of shares of Guangdong Huaxing Bank Co., Ltd. was 8 billion shares and the total number of shareholders was 3659. The shareholding of the top ten shareholders is as follows:
Unit: shares
No. name of shareholder total shareholding proportion
1 QiaoXin Group Co., Ltd. 1600 China Vanke Co.Ltd(000002) 0.00%
2 Shanghai Shenglong Investment Group Co., Ltd. 1 Shenzhen Guohua Network Security Technology Co.Ltd(000004) 46012.50%
3 qinchengda Holding Co., Ltd. 8000 Ping An Bank Co.Ltd(000001) 0.00%
4 Shenzhen Bailin Asset Management Co., Ltd. 7900 China Baoan Group Co.Ltd(000009) .88%
5 Guangdong Fujun financial holding equity investment Co., Ltd. 6890 China High-Speed Railway Technology Co.Ltd(000008) .61%
6 Harbin Economic Development and Investment Co., Ltd. 5510044606.89%
7 Huida asset custody Co., Ltd. 4390314145.49%
8 Hangzhou Steam Turbine Power Group Co., Ltd. 4000 Shenzhen Fountain Corporation(000005) .00%
9 Guangdong Hongyue Automobile Sales Group Co., Ltd. 34500 Shenzhen Guohua Network Security Technology Co.Ltd(000004) .31%
10 Zhuhai Gree Zhisheng Industrial Co., Ltd. 2000 China Vanke Co.Ltd(000002) .50%
Main financial indicators of Huaxing bank in the last two years:
Monetary unit: RMB 10000
Preface December 2019 December 2020 September 2021 project 31 31 30
(audited) (audited) (Unaudited)
1. Total assets 330168962723314128393556398451
2. Total liabilities 217454401031029364403337979391
3. Total owner’s equity 1568 Iray Technology Company Limited(688301) 98753187218419059
4. Total owner’s equity attributable to the parent company 1568 Iray Technology Company Limited(688301) 98753187218419059
5. Operating income 587419587376460367456139
6. Operating profit 230785752314342127057546
7. Total profit 230487082305231427009261
8. Net profit 203572042228246025939335
9 net profit attributable to shareholders of parent company after deducting non recurring profit and loss 22350790203796 Anhui Jinhe Industrial Co.Ltd(002597) 5560
The underlying equity is currently in the state of pledge (the pledgee: Zhuhai branch of Xiamen International Bank Co., Ltd., the debtor: Zhuhai Hongwan Central Fishing Port Development Co., Ltd., and the scope of pledge guarantee includes the debt principal of RMB 182 million under the main contract, interest and all expenses for the pledgee to realize the debt and pledge), In addition, there are no other restrictions on the transfer of the subject equity, no litigation, arbitration matters, judicial measures such as seizure and freezing, and other circumstances that hinder the transfer of ownership.
(II) valuation of underlying equity
In this transaction, Qingdao Zhongxun asset appraisal firm (general partnership), which is qualified to carry out securities and futures related businesses, has evaluated the above subject equity, And issued the asset appraisal report of the 2.50% equity value project of Guangdong Huaxing Bank Co., Ltd. involved in the proposed asset transfer of Zhuhai Gree Zhisheng Industrial Co., Ltd. (Qing Zhong Xun Ping Bao Zi [2022] No. 0030, hereinafter referred to as the asset appraisal report). Through the use of the market method, The price earnings ratio (P / E) and price to book ratio (P / b) are selected as the reference value indicators for this appraisal. Through the comparison and screening of total assets, net assets, operating income and operating profit indicators, four listed companies comparable to Huaxing bank are selected, namely Bank Of Suzhou Co.Ltd(002966) , Qingdao Rural Commercial Bank Corporation(002958) , Bank Of Xi’An Co.Ltd(600928) , Jiangsu Changshu Rural Commercial Bank Co.Ltd(601128) .
According to the collectability of data, the P / E and P / B ratio multipliers calculated from the 2020 annual report of comparable listed companies and the third quarterly report of 2021 are used as the ratio multipliers of the market comparison method. By analyzing the main factors affecting enterprise valuation, the comparable factors selected this time are divided into five categories; It includes 21 comparable indicators, including asset liability structure indicators (6), concentration risk indicators (2), credit risk indicators (3), liquidity indicators (2), efficiency indicators (5) and capital adequacy indicators (3). By comparing the comparable factors between Huaxing bank and comparable listed companies item by item, the correction coefficient is obtained by using the direct scoring method, and then the P / E and P / b indexes of the valuation object are obtained by adjusting the P / E and P / B ratio multiplier of each comparable listed company through the correction coefficient and arithmetic average. The corrected indexes are as follows:
Company name revised value
P/E P/B
Bank Of Suzhou Co.Ltd(002966) 9.13 0.78
Qingdao Rural Commercial Bank Corporation(002958) 9.04 1.02
Bank Of Xi’An Co.Ltd(600928) 9.40 0.94
Jiangsu Changshu Rural Commercial Bank Co.Ltd(601128) 9.58 1.06
Average 9.29 0.95
Taking the corrected average p / E ratio (P / E) = 9.29 and P / B ratio (P / b) = 0.95 as the P / E ratio and P / B ratio of Huaxing bank, the appraisal conclusion of the subject equity on the benchmark date of September 30, 2021 is as follows:
The book value of the 2.50% equity of Huaxing Bank held by Gree Zhisheng on the benchmark date of September 30, 2021 is 363.18 million yuan, the assessed value using the market method is 3 Jiangsu Sinojit Wind Energy Technology Co.Ltd(601218) 00 yuan, the assessed impairment is 3058200 yuan, and the impairment rate is 0.84%.
(III) pricing policy and basis of related party transactions
According to the asset appraisal report, the book value of the subject equity on the benchmark date of September 30, 2021 is 363.18 million yuan, and the appraisal value is 3 Jiangsu Sinojit Wind Energy Technology Co.Ltd(601218) million yuan. Both parties agree that Gree Zhisheng will transfer the subject equity to the tax-free group, and the corresponding price is 363.18 million yuan.
4、 Main terms of the equity transfer agreement
(I) signatory
Transferor: Zhuhai Gree Zhisheng Industrial Co., Ltd
Transferee: Zhuhai duty free enterprise group Co., Ltd
(II) subject matter of transfer
The transferor holds 200 million shares of Huaxing Bank (hereinafter referred to as the “target company”), accounting for 2.5% of the total shares of the target company.
(III) transfer price and payment method
Both parties agree and confirm that the transfer price of the subject equity is RMB 363180000 (in words: RMB three hundred sixty-three million one hundred and eighty thousand only). The payment method is as follows:
1. 80% of the transfer price shall be paid to the transferee within three (3) days after the signing of this agreement, I.e. ￥ 290544000 (in words: two hundred and ninety million five hundred and forty-four thousand yuan) (hereinafter referred to as “the first payment”) (of which ￥ 72636000 (in words: seventy-two million six hundred and thirty-six thousand yuan) is set as the deposit for this equity transfer transaction. These deposits are in the underlying shares
