Securities code: 000061 securities abbreviation: Shenzhen Agricultural Products Group Co.Ltd(000061) Announcement No.: 2021-054 Shenzhen Agricultural Products Group Co.Ltd(000061) about
Give up the preemptive right of equity of the joint-stock company kaijixing testing company
Announcement constituting connected transactions
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.
1、 Transaction overview
Shenzhen Agricultural Products Group Co.Ltd(000061) (hereinafter referred to as "the company") held the 49th meeting of the 8th board of directors in the company's haijixing conference room at 10:00 a.m. on December 14, 2021, deliberated and adopted the proposal on giving up the preemptive right of equity of the joint-stock company kaijixing Testing Co., Ltd. to form a related party transaction, and agreed that the company would give up the related party transaction of Shenzhen Food Materials Group Co., Ltd. (hereinafter referred to as "the company") "Food group") acquired 53.9823% equity of other shareholders of Shenzhen kaijixing Shenzhen Agricultural Products Group Co.Ltd(000061) testing and Certification Co., Ltd. (the company holds 36.051% of its shares, hereinafter referred to as "kaijixing testing company") (including 30% equity held by jiadecheng investment management consulting (Shenzhen) Co., Ltd. and Shenzhen Qianhai Shenzhen Agricultural Products Group Co.Ltd(000061) The preemptive right of 23.9823% equity held by Investment Management Co., Ltd. The board of directors authorizes the management to sign relevant documents such as waiver of preemptive right.
This matter does not need to be submitted to the general meeting of shareholders for deliberation. Food group is the controlling shareholder of the company. This matter constitutes a connected transaction. The connected directors have avoided voting when considering this matter, and the independent directors have expressed their prior approval and independent opinions on this matter.
This item does not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies, does not constitute a reorganization and listing, and does not need to be approved by relevant departments.
2、 Basic information of food group and related parties
(i) Company name: Shenzhen Food Materials Group Co., Ltd
（2） Unified social credit Code: 91440300ma5ewwpxx2
（3） Date of establishment: December 14, 2017
（4） Address: 1001, times technology building, No. 7028, Shennan Avenue, Donghai community, Xiangmihu street, Futian District, Shenzhen
（5） Registered capital: 500 million yuan
（6） Legal representative: he Jianfeng
（7） Company type: limited liability company (solely state-owned)
（8） Business term: from December 14, 2017 to no fixed term
（9） Business scope: general business items include: food safety infrastructure construction (including the upgrading of farmers' markets, public canteens, community cooked food centers and Shenzhen Agricultural Products Group Co.Ltd(000061) bases); safe food circulation and terminal sales; food circulation channel platform construction; food industry investment and operation (including M & A investment in the core resources of the food industry chain and enterprise cultivation in the future); China Trade (excluding franchised, monopolized and specially controlled commodities); operation of import and export business (except for projects prohibited by laws, administrative regulations and decisions of the State Council, and restricted projects can only be operated after obtaining permission); engaging in business activities online (excluding restricted items). The licensed business items are: food sales and supply business; production and operation of emergency materials; production, purchase and sale of class I, II and III medical devices; pharmaceutical wholesale; general freight, professional transportation, warehousing and logistics.
（10） Food group is a wholly-owned subsidiary of Shenzhen SASAC
（11） Financial position:
According to the audit, as of December 31, 2020, the total assets in the consolidated statements of the food group were 26940221000 yuan, the total liabilities were 14657281100 yuan, and the net assets were 12282939900 yuan; In 2020, the food group realized an operating revenue of 15087.6667 million yuan and a net profit of 821.4134 million yuan.
Unaudited, as of November 30, 2021, the total assets in the consolidated statements of the food group were 28444951000 yuan, the total liabilities were 15997989800 yuan, and the net assets were 12446961200 yuan; From January to November 2021, the food group realized an operating revenue of 13094.3226 million yuan and a net profit of 894.3262 million yuan.
（12） Business situation:
Food group was founded in 2017, formerly known as Shenzhen Ford state owned Capital Operation Co., Ltd. and changed its name in May 2020. It is a wholly state-owned enterprise established by Shenzhen Municipal Party committee and municipal government based on promoting the implementation of food safety strategy and building a food safety city. It is mainly responsible for coordinating the city's grain, oil, meat, vegetables, civil affairs, medical and other livelihood guarantee materials, At present, the business involves campus food distribution platform and vegetable reserve, aiming to build a comprehensive safe food and emergency material supply and service guarantee platform that is reassured by the government, satisfied by the citizens and matched with the urban status of Shenzhen.
（13） Food group holds 34% equity of the company and is the controlling shareholder of the company.
（14） The food group is not a dishonest person.
3、 Basic information of kaijixing testing company
(i) Company name: Shenzhen kaijixing Shenzhen Agricultural Products Group Co.Ltd(000061) testing and Certification Co., Ltd
（2） Unified social credit Code: 91440300568515592r
（3） Date of establishment: January 28, 2011
（4） Address: f.q.t, 4th floor, building 6r6, No. 1 6# building, Dannong Road, bainikeng community, Pinghu street, Longgang District, Shenzhen
（5） Registered capital: 30 million yuan
（6） Legal representative: Chen Jie
（7） Company type: limited liability company
（8） Business term: January 28, 2011 to January 28, 2061
（9） Business scope: general business items are: development of testing technology; technical development of testing equipment; Shenzhen Agricultural Products Group Co.Ltd(000061) inspection and testing, commodity quality inspection and testing (excluding the testing of special equipment and other items requiring pre-approval). Technical development and sales of food safety testing kits and food safety testing strips; sales of food safety testing consumables; technology transfer, technical consultation and technical services; design, development, sales and leasing of food safety testing equipment, general machinery, special equipment and instruments (excluding financial leasing); sales and leasing of testing vehicles; big data system development, operation maintenance and application services; design of laboratory Decoration Engineering, laboratory decoration and construction. The licensed business items are: quality, system evaluation, audit, certification, training and related technical services of production and operation enterprises; establishment and evaluation of international standards and testing laboratories And product informatization.
（10） Shareholder structure
No. shareholder name contribution amount shareholding ratio (10000 yuan)
1 Shenzhen Agricultural Products Group Co.Ltd(000061) 881.5329. 3843%
2 Shenzhen haijixing international Shenzhen Agricultural Products Group Co.Ltd(000061) Logistics Management Co., Ltd. 2006.6667%
3. Jiadecheng investment management consulting (Shenzhen) Co., Ltd. 90030%
4 Shenzhen Qianhai Shenzhen Agricultural Products Group Co.Ltd(000061) Investment Management Co., Ltd. 719.4723 9823%
5 Circulation Industry Promotion Center of the Ministry of Commerce 2999.9667%
Total 3000100%
Note: Shenzhen haijixing international Shenzhen Agricultural Products Group Co.Ltd(000061) Logistics Management Co., Ltd. is a wholly-owned subsidiary of the company, that is, the company holds 36.051% of the shares of kaijixing testing company.
（11） Financial position:
According to the audit, as of December 31, 2020, the total assets of kaijixing testing company were 61.493 million yuan, the total liabilities were 11.6678 million yuan, the total receivables were 8.6975 million yuan, and the net assets were 49.8252 million yuan; In 2020, kaijixing testing company realized an operating revenue of 57.3129 million yuan, an operating profit of 5.5428 million yuan, a net profit of 5.1903 million yuan and a net cash flow from operating activities of 141400 yuan.
Unaudited, as of November 30, 2021, the total assets of kaijixing testing company were 54.4099 million yuan, the total liabilities were 5.5665 million yuan, the total receivables were 11.691 million yuan, and the net assets were 48.8434 million yuan; From January to November 2021, kaijixing testing company realized an operating revenue of 45.403 million yuan, an operating profit of -953700 yuan, a net profit of -981800 yuan, and a net cash flow from operating activities of 2.8624 million yuan.
（12） Business situation of kaijixing testing company
Kaijixing testing company is a food safety testing service provider, focusing on comprehensive food quality and safety services in the Shenzhen Agricultural Products Group Co.Ltd(000061) circulation field. At present, its business includes testing, certification and audit, training and consulting, and laboratory technical services. The main source of income is testing business. （13） There are no provisions restricting shareholders' rights other than laws and regulations in the articles of association or other documents of kaijixing testing company; kaijixing testing company is not a dishonest executee.
4、 Basic information of related party transactions
(i) Ownership of transaction object
The subject matter of this transaction (53.9823% equity of kaijixing testing company) has no mortgage, pledge, major dispute, litigation or arbitration, seizure, freezing, etc.
（2） Book value of transaction object
Lixin Certified Public Accountants (special general partnership) (with securities qualification) issued the special audit report on assets and capital verification of Shenzhen kaijixing Shenzhen Agricultural Products Group Co.Ltd(000061) testing and Certification Co., Ltd. (Xin Hui Shi Bao Zi [2021] No. zl21915) (the reporting period is from January 1, 2021 to April 30, 2021). According to the audit, as of April 30, 2021, the owner's equity of kaijixing testing company is 48.8615 million yuan, that is, the book value corresponding to 53.9823% equity of kaijixing testing company is 26.3766 million yuan.
（3） Appraisal value of transaction object
Shenzhen guoce Assets Appraisal Co., Ltd. (with securities qualification) issued the appraisal report on the value of all equity assets of shareholders of Shenzhen kaijixing Shenzhen Agricultural Products Group Co.Ltd(000061) testing and Certification Co., Ltd. involved in the planned equity acquisition of Shenzhen Food Materials Group Co., Ltd. (guoce Zi Ping Zi SZ [2021] 060012ae1) (benchmark date: April 30, 2021, appraisal method: asset based method), the appraisal value of all shareholders' equity of kaijixing testing company is 51.7679 million yuan; that is, the appraisal value of 53.9823% equity of kaijixing testing company is 27.9455 million yuan.
（4） Other
The shareholder of kaijixing testing company, the circulation industry promotion center of the Ministry of Commerce, has abandoned the preemptive right.
5、 This transaction scheme
(i) Transaction pricing
The food group acquired 53.9823% equity of kaijixing Testing Co., Ltd. held by jiadecheng investment management consulting (Shenzhen) Co., Ltd. and Shenzhen Qianhai Shenzhen Agricultural Products Group Co.Ltd(000061) Investment Management Co., Ltd. on the basis of 53.9823% equity evaluation value of 27945500 yuan.
（2） Equity structure after the acquisition
Name of shareholder contribution amount (10000 yuan) shareholding ratio
Shenzhen Food Materials Group Co., Ltd. 1619.4753 9823%
Shenzhen Agricultural Products Group Co.Ltd(000061) 881.5329. 3843%
Shenzhen haijixing international Shenzhen Agricultural Products Group Co.Ltd(000061) Logistics Management Co., Ltd. 2006.6667%
Circulation industry promotion center of the Ministry of Commerce 2999.9667%
Total 3000100%
（3） Other
This transaction does not involve the transfer of creditor's rights and debts, personnel resettlement, land lease and other matters.
6、 Purpose of this transaction and its impact on the company
1. The food group's acquisition of 53.9823% equity of kaijixing testing company is conducive to the financing and business development of kaijixing testing company; Kaijixing testing company will still cooperate with the company's Shenzhen Agricultural Products Group Co.Ltd(000061) wholesale market in food safety management and testing business.
2. After the company gives up the preemptive right of equity of kaijixing testing company, the company still holds 36.051% equity of kaijixing testing company, and the proportion has not changed, which will not change the scope of the company's consolidated statements, have no adverse impact on the company's future main business and sustainable operation ability, and will not damage the company, its shareholders Especially the interests of minority shareholders.
3. After the acquisition, the food group holds 53.9823% equity of kaijixing testing company, becomes the controlling shareholder of kaijixing testing company, and kaijixing testing company becomes the associated legal person of the company. In the future, kejixing Testing Co., Ltd. will perform the decision-making procedures and letter of credit for related party transactions in accordance with the regulatory requirements of China Securities Regulatory Commission and Shenzhen Stock Exchange
