Xinjiang Beixin Road & Bridge Group Co.Ltd(002307)
With regard to the announcement of introducing investors to implement market-oriented debt to equity swap for capital increase of some subsidiaries, the company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and there are no false records, misleading statements or major omissions.
Important content tips:
1. Xinjiang Beixin Road & Bridge Group Co.Ltd(002307) (hereinafter referred to as "the company") and its subsidiaries Xinjiang Beixin Investment Construction Co., Ltd. (hereinafter referred to as "Beixin investment") and Xinjiang production and Construction Corps Transportation Construction Co., Ltd. (hereinafter referred to as "BINGTUAN transportation construction") intend to introduce China Xinda Asset Management Co., Ltd. (hereinafter referred to as "China Xinda") ）Capital increase and market-oriented debt to equity swap shall be carried out. The amount of capital increase shall not exceed 45 million yuan and 49 million yuan. The above total shall not exceed 499 million yuan, all of which shall be invested by China Cinda in cash.
2. This transaction complies with the relevant national policy guidance and the company's development objectives, and there is no situation damaging the interests of the company and shareholders.
3. After the capital increase, the company will continue to be the controlling shareholder of the two target companies, and the actual control over the target company will remain unchanged.
4. This capital increase does not constitute a major asset restructuring as stipulated in the measures for the administration of major asset restructuring of listed companies of the CSRC, nor does it constitute a related party transaction.
5. This capital increase shall be submitted to the general meeting of shareholders of the company for deliberation.
1、 Transaction overview
(i) Main contents of this transaction
Fully implement the spirit of the opinions on actively and steadily reducing enterprise leverage ratio (GF [2016] No. 54) issued by the State Council, some subsidiaries of the company plan to introduce investors for capital increase and implement market-oriented debt to equity swap.
Beixin investment and BINGTUAN Jiaojian, the subsidiaries of the company, respectively signed capital increase agreements with China Xinda. China Xinda increased capital and shares of Beixin investment and BINGTUAN Jiaojian in cash by no more than 45 million yuan and 49 million yuan respectively, with a total of no more than 499 million yuan.
The company will not participate in this capital increase. After the capital increase, the company will continue to be the controlling shareholder of the two target companies, and the actual control over the target company will remain unchanged.
This capital increase does not constitute a major asset restructuring as stipulated in the measures for the administration of major asset restructuring of listed companies of the CSRC, nor does it constitute a related party transaction.
（2） Implementation of decision-making procedures
On December 14, 2021, the 19th meeting of the sixth board of directors of the company deliberated and adopted the proposal on introducing investors to implement market-oriented debt to equity swap for capital increase of subsidiaries. The matter shall be approved by the general meeting of shareholders of the company.
2、 Introduction to investors
(i) Basic information
China Cinda Asset Management Corp
Unified social credit Code: 91110000710924945a
Company type: joint stock company
Legal representative: Zhang ziai
Registered capital: 38164535147 yuan
Date of establishment: April 19, 1999
Address: Building 1, yard 9, naoshikou street, Xicheng District, Beijing
Business scope: to acquire and entrust non-performing assets of financial institutions and non-financial institutions, and to manage, invest and dispose of non-performing assets; Converting creditor's rights into equity, and managing, investing and disposing of equity assets; Bankruptcy administration; outbound investment; Buying and selling securities; Issuing financial bonds, inter-bank borrowing and commercial financing from other financial institutions; Approved asset securitization business, custody of financial institutions and closure and liquidation business; Financial, investment, legal and risk management consulting and consultant; Assets and project evaluation; Other businesses approved by the banking regulatory authority under the State Council.
（2） Shareholders
China Cinda is an H-share listed company. The actual controller, the Ministry of finance of the people's Republic of China, holds 22137239100 ordinary shares, accounting for 58.00% of the total share capital.
（3） Relationship with listed companies
China Cinda has no relationship with the company in terms of property rights, business, assets, creditor's rights and debts, personnel, etc.
（4） Key financial data
As of December 31, 2020, China Cinda had total assets of RMB 1518.084 billion, total liabilities of RMB 1323.041 billion, net assets of RMB 1950.42 billion and net profit of RMB 14.737 billion. (audited)
As of June 30, 2021, Cinda had total assets of 1604.243 billion yuan, total liabilities of 1408.409 billion yuan, net assets of 1958.35 billion yuan and net profit of 7.077 billion yuan. (audited)
3、 Information about the target company and this capital increase
(i) Basic information
1. Xinjiang Beixin Investment Construction Co., Ltd
Enterprise name: Xinjiang Beixin Investment Construction Co., Ltd
Enterprise nature other limited liability companies
Unified social credit Code: 91650100552047472t
Legal representative: Tang Biao
Registered capital: RMB 677 million and five hundred thousand only
Registered address: room 906-914, No. 33 Penghu Road, Urumqi Economic and Technological Development Zone, Xinjiang
Engaged in investment in roads and bridges, capital construction, processing and sales of building materials and commercial concrete; Engaged in construction related business (practicing with relevant qualification certificates): mechanical equipment leasing; Sales: metal materials, building materials, asphalt, building materials, mineral products
Auto parts, elevators and elevator accessories, mechanical equipment and accessories, stainless steel products, ceramic products, clothing, shoes and hats, hardware and electricity, coatings, stone, wood, glass, fire-fighting equipment, security equipment, environmental protection equipment, instruments and meters, flowers and seedlings; Sales and installation: kitchen equipment, teaching equipment, electronic equipment, aluminum alloy products, plastic steel doors and windows, high and low voltage equipment, sports equipment, plastic products; Advertising design, production, agency and release business; Food and Beverages; Enterprise management consulting; Business consultation; House leasing; Collect and pay water and electricity charges. (the above business scope shall be subject to the approval of the registration authority according to law).
Long term operation
2. Xinjiang production and Construction Corps Transportation Construction Co., Ltd
Enterprise name: Xinjiang production and Construction Corps Transportation Construction Co., Ltd
Enterprise nature limited liability company
Unified social credit Code: 9165900123108171715
Legal representative: Duan Huilin
Registered capital: RMB 170 million
Registered address: No. 46, community 78, Shihezi Development Zone, Xinjiang
Business scope: Grade I general contracting of highway engineering construction, grade II general contracting of municipal public engineering construction, Water conservancy and hydropower engineering construction general contracting (tentative) class III, highway pavement engineering professional contracting class I, highway subgrade engineering professional contracting class II, earthwork engineering professional contracting class II; highway, water conservancy engineering construction, municipal engineering construction engineering, inspection of engineering construction materials; import and export of goods or technology (except for the import and export of goods and Technologies Prohibited by the state or involving administrative examination and approval), carry out the import and export business of small border trade; contract foreign engineering projects suitable for its strength, scale and performance; lease of mechanical equipment, house lease, urban landscaping construction, construction of traffic safety facilities; building materials, asphalt, cement, metal products, wood, chemical fertilizer and dropper Sales of equipment, agricultural and livestock products, flowers and seedlings. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Business term: March 27, 1989 to long term
（2） Main financial indicators
1. The main audited financial data of Xinjiang Beixin investment and Construction Co., Ltd. in recent three years are as follows:
Unit: 10000 yuan
End of 2018 end of 2019 end of 2020
Total assets 443591.31490215.39517081.43
Total liabilities 313781.58356059.97365059.25
Owner's equity 129809.71134155.42152022.19
Project from January to December 2018 from January to December 2019 from January to December 2020
Operating income 205438.06336052.41314884.12
Net profit attributable to parent company: 4280.175466.4218690.17
2. The main audited financial data of Xinjiang production and Construction Corps Transportation Construction Co., Ltd. in recent three years are as follows:
Unit: 10000 yuan
End of 2018 end of 2019 end of 2020
Total assets 131885.35129509.92135417.40
Total liabilities 101700.6797885.59102192.89
Owner's equity 30184.6831624.3333224.51
Project from January to December 2018 from January to December 2019 from January to December 2020
Operating income 154599.58143931.61167642.25
Net profit attributable to parent company 1931.731439.651600.18
（3） Capital increase plan
1. Xinjiang Beixin Investment Construction Co., Ltd
According to the assets appraisal report issued by new Rand real estate assets appraisal Co., Ltd (Xin Rand Ping Bao Zi [2021] No. 351), the appraisal institution adopted the asset-based method for the appraisal. Taking December 31, 2020 as the appraisal base date, the book assets of Beixin investment totaled 2623.5563 million yuan, the appraisal value was 3288.3383 million yuan, the appreciation was 664.782 million yuan, and the appreciation rate was 25.34%; the book liabilities totaled 1402.1978 million yuan, the appraisal value was 1402.1978 million yuan, and there was no increase or impairment The face owner's equity is 1221358500 yuan, the appraisal value is 1886140500 yuan, the appreciation is 664782000 yuan, and the appreciation rate is 54.43%.
After the capital increase, the equity structure of Beixin investment is as follows:
Unit: 10000 yuan
Pre capital increase note pre capital increase post capital increase note post capital increase shareholder name book capital shareholding ratio amount book capital shareholding ratio form example
Construction engineer of Xinjiang production and Construction Corps 13500.0019 93%13,500.0016. 09%
Cheng (Group) Co., Ltd
Xinjiang Xinjiang Beixin Road & Bridge Group Co.Ltd(002307) group has 54250.0080 shares 07%54,250.0064. 65%
Limited company
China Cinda Asset Management Co., Ltd. has 45000.00 16163.961
