Tianjin Guangyu Development Co.Ltd(000537) the eighth extraordinary general meeting of shareholders in 2021
meeting
Discuss
material
material
December 2021
catalogue
1. Proposal on the company’s major asset replacement, major asset sale and related party transaction plan 12. Proposal on the report on Tianjin Guangyu Development Co.Ltd(000537) major asset replacement and sale of major assets and related party transactions (Draft) and its abstract 93. Proposal on the company’s transaction constituting major asset restructuring and related party transactions 114. Proposal on the company’s transaction not constituting re listing 155. Proposal on signing the equity acquisition agreement with conditional effect Proposal on equity sale agreement and profit forecast compensation agreement 166. The proposal that this transaction complies with Article 11 of the measures for the administration of major asset restructuring of listed companies and Article 4 of the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies 187. Proposal on the self inspection report of Tianjin Guangyu Development Co.Ltd(000537) This major asset reorganization involving real estate business 218. Proposal on whether the fluctuation of the company’s stock price meets the relevant standards in Article 5 of the notice on regulating the information disclosure of listed companies and the behavior of relevant parties 239. Proposal on the compliance of this transaction with relevant laws and regulations 2510. Proposal on diluting the immediate return of the company’s transaction and the filling measures taken by the company 2611 Proposal on ensuring that the company’s return measures can be effectively fulfilled 3112. Proposal on Approving the audit report, reference audit report and evaluation report related to this transaction 3313 Proposal on the independence of the appraisal institution, the rationality of the appraisal assumptions, the correlation between the appraisal method and the appraisal purpose, and the fairness of the appraisal pricing 3714. Proposal on the completeness and compliance of legal procedures for the performance of this transaction and the effectiveness of legal documents submitted 3915. There is no proposal that the relevant subjects of this transaction shall not participate in any major asset restructuring of Listed Companies in accordance with Article 13 of the Interim Provisions on strengthening the supervision of abnormal stock transactions related to major asset restructuring of listed companies 4116. Proposal on requesting the general meeting of shareholders of the company to authorize the board of directors to handle matters related to this transaction 4317. The proposal on adding related party guarantee after major asset restructuring is wrong! No bookmarks defined. Motion 1
Tianjin Guangyu Development Co.Ltd(000537)
Proposal on the company’s major asset replacement, major asset sales and related party transactions
Shareholders and shareholder representatives:
Tianjin Guangyu Development Co.Ltd(000537) (hereinafter referred to as “the company”, “listed company” or ” Tianjin Guangyu Development Co.Ltd(000537) “) intends to purchase the equity of all 23 subsidiaries into Luneng new energy jointly held by Luneng Group Co., Ltd. (hereinafter referred to as “Luneng Group”) and Ducheng Weiye Group Co., Ltd. (hereinafter referred to as “Ducheng Weiye”) (Group) Co., Ltd. has 100% equity, and the valuation difference is made up in cash (hereinafter referred to as “this major asset restructuring” or “this transaction” or “this restructuring”).
1、 Necessity of this transaction
(i) Grasp the development opportunities of renewable energy industry and promote the transformation and upgrading of the company’s business
In recent years, the regulation of the real estate industry has maintained a high-pressure situation. The national and local governments have issued a series of regulation policies in land development and real estate sales. The rising space of the real estate industry is limited and the performance of the capital market is not optimistic. The renewable energy industry represented by Cecep Solar Energy Co.Ltd(000591) and wind energy has become an important development direction of global energy science and technology, and it is also a strategic emerging industry with international competitive advantage in China. The company’s entry into the green energy industry through restructuring is in line with the national strategic development objectives and has a large industry development space, which is conducive to broadening the source of profits, improving the ability of sustainable development, anti risk ability and follow-up development potential, and providing guarantee for the improvement of overall business performance.
（2） Give full play to the financing function of the listing platform
At present, the real estate industry in which the company is located is greatly affected by the national regulation policies, and the refinancing methods and financing scope are obviously limited, especially the equity refinancing has no applicable space. After the reorganization, it not only helps to realize the transformation of the main business, but also opens up the company’s refinancing space, expands the refinancing channels, enriches the refinancing scope, makes full use of the capital market conditions, gives full play to the financing function of the listing platform, and provides a strong guarantee for the optimization of the company’s equity structure and the capital demand for subsequent development.
（3） Effectively solve the problem of horizontal competition
At present, the company’s main business is real estate development and sales, and real estate development income is the main source of income of the company. Luneng Group, the controlling shareholder of the company The related parties China lvfa Investment Group Co., Ltd. (hereinafter referred to as “China lvfa”) and Ducheng Weiye are also engaged in certain real estate development and sales business, and there are horizontal competition problems with the company. Through this reorganization, the company has purchased all real estate business assets, realized the transformation of main business, and can effectively solve the above-mentioned horizontal competition problems.
2、 Specific scheme of this transaction
(i) Counterparty
The counterparties of this transaction are Luneng group and capital Weiye.
（2） Underlying assets
1. Disposed assets
The disposed assets in this transaction are the equity of all 23 subsidiaries held by the listed company.
2. Asset placement
The assets placed in this transaction are Luneng new energy jointly held by the counterparty
(Group) Co., Ltd. (hereinafter referred to as “Luneng new energy”) has 100% equity.
（3） Transaction mode
The listed company plans to sell all 23 subsidiaries to Luneng group and
Capital Weiye holds 100% equity of Luneng new energy in total, and the valuation difference is cash
Make up in cash.
Among them, the equity of 13 subsidiaries of listed companies is combined with Luneng group and capital Weiye
It is planned to replace 100% of the equity of Luneng new energy and cash the equity of the other 10 subsidiaries
Sold to Luneng group.
The specific transaction scheme is as follows:
Unit: 10000 yuan
The listed company intends to place assets, the listed company intends to place assets, cash payment of the listed company intends to place assets, the counterparty intends to place assets, the name of the assets to be placed, the name of the assets to be placed, the way to pay the listed company, the name of the assets, the amount of consideration, the amount of payment
1. Shandong Luneng Genfu Development Co., Ltd
100% equity of the company;
2. Nanjing Luneng Silicon Valley Real Estate Development Co., Ltd
100% equity of the company;
Luneng Xinneng 3. Fuzhou Luneng Real Estate Co., Ltd
Capital source 81.36% 952639.09100% equity; 951138.92-1500.17 asset Weiye equity 4. Huzhou Dongxin Industrial Investment Co., Ltd. replaces 100% equity of the company;
5. Chongqing Luneng Yingda Co., Ltd
100% equity;
6. Zhangjiakou Luneng Real Estate Co., Ltd
100% equity of the company.
1. Shandong Luneng Property Co., Ltd
100% equity of Luneng and Luneng Xinneng; Asset group source 18.64% 218254.582, Chongqing Luneng Property Service Co., Ltd. 216322.98-1931.60 replaced 100% of the equity of the company;
3. Qingdao Luneng Guangyu Real Estate Development Co., Ltd
The listed company intends to place assets, the listed company intends to place assets, cash payment of the listed company intends to place assets, the counterparty intends to place assets, the name of the assets to be placed, the name of the assets to be placed, the way to pay the listed company, the name of the assets, the amount of consideration, the amount of payment
100% equity of the company;
4. Sanya zhonglvyuan Real Estate Co., Ltd
100% equity of the company;
5. Shantou zhonglvyuan land Co., Ltd
100% equity of the company;
6. Chengdu Luneng Real Estate Co., Ltd
100% equity;
7. Qingdao zhonglvyuan health Real Estate Co., Ltd
100% equity of the company.
1. Dongguan Luneng Guangyu Real Estate Development Co., Ltd
100% equity of the company;
2. Suzhou Luneng Guangyu land Co., Ltd
100% equity of the company;
3. Tianjin Luneng Taishan Real Estate Development Co., Ltd
100% equity of the company;
4. Shandong Luneng Zhujiayu Development Co., Ltd
100% equity of the company;
5. Chongqing Jiangjin Luneng leading City Development Co., Ltd
–100% equity of the company; 1323141.111323141.11 – equity 6. Sale of 100% equity of Chongqing Luneng development (Group) Co., Ltd;
7. Construction and development of Beijing Shunyi New Town
100% equity of the company;
8. Shandong Luneng wanchuang Real Estate Co., Ltd
100% equity of the company;
9. Nanjing Luneng Guangyu land Co., Ltd
100% equity of the company;
10. Yibin Luneng development (Group)
65% equity of the company.
Total -1170893.69-
