Stock Code: î伋 Stock Code: î - 60004
Hai Nan Yedao (Group) Co.Ltd(600238) (Group) Co., Ltd
Announcement on the transfer of equity of wholly-owned subsidiaries
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:
● Hai Nan Yedao (Group) Co.Ltd(600238) (Group) Co., Ltd. (hereinafter referred to as "the company") plans to publicly solicit trading partners and transfer 100% equity of Hainan Yangpu Yedao Starch Industry Co., Ltd., a wholly-owned subsidiary, by means of agreement transfer; ● this transaction does not constitute a major asset restructuring;
● there is no confirmed trading partner for this transfer, which does not constitute a related party transaction for the time being;
● there are no major legal obstacles to the implementation of the transaction;
● this transaction has been deliberated and approved at the 7th Meeting of the 8th board of directors of the company. According to the articles of association, it is not necessary to submit it to the general meeting of shareholders of the company for deliberation. If the future final transaction price needs to be submitted to the general meeting of shareholders for deliberation, this matter will be submitted to the general meeting of shareholders for deliberation;
● as the transaction price has not been determined, the impact of this transaction on the company's current net profit cannot be predicted temporarily. If this transaction is concluded at the lowest price, it is expected to have little impact on the current net profit of the company (the specific data shall be subject to the audited data at that time).
1、 Transaction overview
(I) basic information of this transaction
Hai Nan Yedao (Group) Co.Ltd(600238) (Group) Co., Ltd. (hereinafter referred to as "the company") plans to transfer 100% of the equity of Hainan Yangpu Yedao Starch Industry Co., Ltd. (hereinafter referred to as "the transaction") in order to accelerate the realization of industrial focus and improve the strategic goal of the company's main business development. Beijing Yachao Asset Appraisal Co., Ltd. has issued the asset appraisal report on the value of all shareholders' equity of Hainan Yangpu Yedao Starch Industry Co., Ltd. involved in the proposed transfer of equity of Hai Nan Yedao (Group) Co.Ltd(600238) (Group) Co., Ltd, Zhongshen Zhonghuan Certified Public Accountants (special general partnership) Hainan Branch has issued the 2021 annual audit report of Hainan Yangpu Yedao Starch Industry Co., Ltd.
The company plans to publicly solicit trading partners, Hainan Yangpu Yedao Starch Industry Co., Ltd. (hereinafter referred to as "starch industry") is transferred by agreement 100% equity. According to the results of equity evaluation report and audit report, the equity evaluation value of starch industry is -693200 yuan. Therefore, the 100% equity transfer of starch industry is planned to be carried out at a price of no less than 1 yuan, with the conditions that the transferee needs to repay the debts payable to the company and its subsidiaries of 5352880456 yuan on behalf of starch industry. The transferee shall repay the debts of the above company and its subsidiaries before the equity transfer.
There is no confirmed counterparty for this transfer, which does not constitute a related party transaction for the time being. This transaction does not meet the standards specified in the measures for the administration of major asset restructuring of listed companies, and does not constitute a major asset restructuring. This transaction does not need the approval of the general meeting of shareholders of the company. If the final transaction price determined by both parties of the transaction in the future must be submitted to the general meeting of shareholders for approval, this matter will be directly submitted to the general meeting of shareholders of the company for deliberation.
When determining the counterparty, transfer price and signing the agreement, the company will disclose relevant information in time and perform relevant procedures in accordance with regulations.
(II) deliberation and decision-making of the board of directors
On March 2, 2022, the company held the 7th Meeting of the 8th board of directors, deliberated and adopted the proposal on the transfer of equity of wholly-owned subsidiaries, and the independent directors of the company issued independent opinions.
2、 Basic information of transaction object
1. Basic information
Company name: Hainan Yangpu Yedao Starch Industry Co., Ltd. (hereinafter referred to as "starch industry")
Date of establishment: August 29, 2001
Registered capital: 60 million yuan
Legal representative: Duan Shouqi
Registered address: Zone D10, Yangpu Economic Development Zone
Business scope: food production; Food business (sales of prepackaged food); Sales of beans and potatoes Shenzhen Agricultural Products Group Co.Ltd(000061) 's production, sales, processing, transportation, storage and other related services
Equity relationship and main business: the company holds 100% equity of starch industry.
2. Description of assets and operation status
At present, the starch industry is in the state of shutdown, and the main assets are about 100 mu of industrial land located in Yangpu Economic Development Zone, Hainan Province (the service life is up to December 16, 2062) and about 1581481 square meters of aboveground buildings (including 336889 square meters of which the ownership certificate has not been completed yet). Aboveground buildings include office buildings, warehouses, workshops, simple houses, etc. the building structure is frame, light steel, simple, brick concrete, etc.
3. Description of ownership status
The equity to be transferred this time does not have any mortgage, pledge or other restrictions on transfer, does not involve litigation, arbitration matters or judicial measures such as seizure and freezing, and does not have other circumstances that hinder the transfer of ownership. 4. Financial situation
Unit: Yuan
December 31, 2021
Total assets 7547229071
Total liabilities 7548769626
Total net assets -1540555
Year 2021
Operating income 46086975
Net profit 1317599901
The above financial indicators are audited data. See the audit report for details.
The operating income in 2021 is mainly the income from plant leasing.
The reasons for the company's profit in 2021: starch industry transferred 37% equity of Hainan xindahui Tropical Agricultural Technology Co., Ltd. (the company has been insolvent) with 1 yuan, and took back the invested Yangpu land use right and its aboveground houses and other assets, which were recorded according to the assessed value. The profit brought by the income of the above package transaction was realized.
5. Assessment
On February 26, 2022, Beijing Yachao Assets Appraisal Co., Ltd. issued the assets appraisal report on the value of the equity to be transferred by Hai Nan Yedao (Group) Co.Ltd(600238) (Group) Co., Ltd. involving all shareholders' equity of Hainan Yangpu Yedao Starch Industry Co., Ltd. for the starch industry. The details of the appraisal are as follows:
(1) Evaluation purpose
The purpose of the appraisal is to provide value reference basis for all shareholders' equity of Hainan Yangpu Yedao Starch Industry Co., Ltd. involved in the proposed transfer of equity of Hai Nan Yedao (Group) Co.Ltd(600238) (Group) Co., Ltd.
(2) Evaluation object and scope
The appraisal object is the value of all shareholders' equity of Hainan Yangpu Yedao Starch Industry Co., Ltd., and the scope of appraisal is all assets and liabilities declared and audited by Hainan Yangpu Yedao Starch Industry Co., Ltd.
(3) Value type: market value.
(4) Benchmark date: December 31, 2021.
(5) Appraisal method: asset based method.
(6) Evaluation conclusion
After comprehensive analysis, the appraisal result of asset-based method is finally selected as the final appraisal conclusion. The appraisal institution believes that the asset-based approach adopted in this appraisal is to consider that all kinds of assets and liabilities of the appraised unit can fulfill the on-site investigation procedures, meet the applicable conditions of the appraisal method, and evaluate the data requirements of the estimation. The income method is not adopted because the appraised unit has been out of business for many years and there is no clear plan for resumption of production, so it is difficult to reasonably predict the expected income in the future. The reason why the market method is not adopted is that the listed companies in the same industry comparable to the appraised unit in China's capital market do not meet the quantitative conditions, and there are few trading cases in the same industry market and insufficient information disclosure.
The assessed value of all shareholders' equity of Hainan Yangpu Yedao Starch Industry Co., Ltd. is -693200 yuan (in words: negative six hundred ninety-three thousand two hundred yuan only), and the assessed impairment is 677800 yuan, with an impairment rate of 440130%.
(7) Validity period of evaluation conclusion
The assets appraisal report can only be used when the distance between the appraisal base date and the economic behavior realization date is no more than one year
Report, i.e. from December 31, 2021 to December 30, 2022.
3、 Main contents of transaction
The company plans to publicly solicit trading partners and transfer 100% equity of starch industry held by the company through agreement transfer.
According to the results of equity evaluation report and audit report, the equity evaluation value of starch industry is -693200 yuan. Therefore, the 100% equity transfer of starch industry is planned to be carried out at a price of no less than 1 yuan, with the conditions that the transferee needs to repay the debts payable to the company and its subsidiaries of 5352880456 yuan on behalf of starch industry. The transferee shall repay the debts of the above company and its subsidiaries before the equity transfer.
Main debts of starch industry:
Unit: Yuan
Payable to
Shenzhen Yedao Sales Co., Ltd. 366344423
Hai Nan Yedao (Group) Co.Ltd(600238) liquor Development Co., Ltd. 638235652
Hai Nan Yedao (Group) Co.Ltd(600238) (Group) Co., Ltd. 4348 Guangdong Vtr Bio-Tech Co.Ltd(300381)
Total 5352880456
The trading partner of this transfer has not been confirmed. After confirming the trading partner, both parties shall negotiate and determine the main contents of the equity transfer agreement.
The board of directors of the company authorizes the management of the company to handle the signing of the above equity transfer agreement and equity transfer procedures.
4、 Purpose of transaction and impact on the company
1. The company's equity transfer of subsidiaries is to accelerate the realization of industrial focus and improve the strategic goal of the company's main business development.
2. The funds recovered from this equity transfer will be mainly used to supplement the company's working capital and support the development of the company's main business. This equity transfer is conducive to improving the company's financial situation and optimizing the business and asset structure. 3. The company does not provide guarantee for the starch industry and entrust it with financial management.
4. After the equity transfer is completed, the company no longer holds the equity of starch industry.
5. As the transaction price has not been determined for this transaction, it is impossible to estimate the impact of this transaction on the current net profit of the company. If this transaction is transferred at the lowest price, it is expected to have little impact on the current net profit of the company (the specific data shall be subject to the audited data at that time).
5、 Documents for future reference
1. Resolutions of the 7th Meeting of the 8th board of directors of the company;
2. 2021 annual audit report of starch industry;
3. Equity evaluation report of starch industry.
It is hereby announced.
Board of directors of Hai Nan Yedao (Group) Co.Ltd(600238) (Group) Co., Ltd
March 3, 2022
