Securities code: 002204 securities abbreviation: Dalian Huarui Heavy Industry Group Co.Ltd(002204) Announcement No.: 2021-080 Dalian Huarui Heavy Industry Group Co.Ltd(002204)
As for the announcement on the introduction of investors by the wholly-owned subsidiary through public listing, the company and all members of the board of directors guarantee that the content of information disclosure is true, accurate and complete without false records, misleading statements or major omissions.
1、 Transaction overview
1. According to the needs of business development, Dalian Huarui heavy industry CNC Equipment Co., Ltd. (hereinafter referred to as "CNC Company"), a wholly-owned subsidiary of Dalian Huarui Heavy Industry Group Co.Ltd(002204) (hereinafter referred to as "the company") ）It is proposed to introduce investors through public listing in Dalian property exchange to increase capital and shares, and the capital increase price shall not be less than 1 yuan / registered capital. At the same time, among the trademarks being used by CNC company, 3 are owned by the company, and 3 patents are jointly owned by the company and CNC company. The above intangible asset equity evaluation value owned by the company totals 347650 yuan. The company will increase its capital to take shares in CNC company this time, and the final proportion of the capital increase value is the same as that of the new investor.
The CNC company plans to increase the registered capital by 15 million yuan to 45 million yuan (including the company's capital increase with intangible assets). After the capital increase and share expansion, the registered capital of CNC Company will increase from 5 million yuan to 20 million yuan to 50 million yuan. It is expected that CNC Company will no longer be included in the scope of the company's consolidated statements. The final capital increase scale, the introduction of investors and the shareholding ratio will be determined by competitive negotiation according to the listing results After the capital increase and share expansion, the equity in the CNC Company shall not be less than the asset evaluation value of RMB 3.3756 million. If the newly increased registered capital does not reach 15 million yuan, the capital increase fails. 2. On December 23, 2021, the company held the 21st Meeting of the 5th board of directors, deliberated and adopted the proposal on introducing investors into wholly-owned subsidiaries through capital increase and share expansion through public listing. According to the Listing Rules of Shenzhen Stock Exchange, the articles of association and other relevant provisions, the capital increase and share expansion of the wholly-owned subsidiary is within the authority of the board of directors of the company and does not need to be approved by the general meeting of shareholders.
3. The capital increase and share expansion of the wholly-owned subsidiary does not constitute a major asset restructuring as stipulated in the administrative measures for major asset restructuring of listed companies. This transaction can only be organized and implemented after obtaining the approval of the state owned assets supervision and Administration Commission of Dalian Municipal People's government. Due to the way of public listing, it is impossible to judge whether it constitutes a connected transaction.
2、 Basic information of counterparty
The capital increase and share expansion of CNC Company will be carried out through public listing in Dalian property right exchange. At present, the counterparty cannot be determined. The company will timely disclose the counterparty and relevant subsequent progress according to the progress of public listing.
3、 Basic information of capital increase target
(i) Basic information
1. Company Name: Dalian Huarui heavy industry CNC Equipment Co., Ltd
2. Legal representative: Sun Baolin
3. Registered capital: 5 million yuan
4. Registered address: Room 201, No. 78-3, xincement Road, Ganjingzi District, Dalian City, Liaoning Province Enterprise type: limited liability company
6. Date of establishment: March 9, 2005
7. Business term: March 9, 2005 to March 8, 2025
8. Unified social credit Code: 91210200959941724b
9. Business scope: technical development and sales of CNC equipment; Computer software and hardware development, sales, technical consultation Technical services (excluding special projects); development, assembly, sales, installation and maintenance of automatic control system and mechanical products (excluding special projects); import and export of goods and Technology (except for projects prohibited by laws and administrative regulations; projects restricted by laws and administrative regulations can be operated only after obtaining permission) (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments).
10. Ownership structure: the company holds 100% equity of CNC company. The ownership of the underlying assets is clear, there is no mortgage, pledge or other third-party rights, nor is there any major dispute, litigation or arbitration, seizure, freezing and other judicial measures.
11. After inquiry on the website of the Supreme People's court, CNC Company is not a dishonest person. （2） Main financial data of the latest year and the first period
Unit: 10000 yuan
Project December 31, 2020 (audited) September 30, 2021 (Unaudited)
Total assets 1250.031361.73
Total liabilities 915.391138.04
Net assets 334.64223 sixty-nine
Project 2020 (audited) January September 2021 (Unaudited)
Operating income 573.71536 million yuan fourteen
Operating profit -447.46-119.45
Net profit -431.93-119.45
（3） Audit and evaluation
1. Audit
The company entrusts to engage in securities Dalian Branch of Zhongshen Zhonghuan Certified Public Accountants (special general partnership) (hereinafter referred to as "Zhongshen Zhonghuan") with futures related business qualification conducted a special audit on the financial statements of the CNC Company on August 31, 2021. According to the audit report of Dalian Huarui heavy industry CNC Equipment Co., Ltd. (Zhonghuan Lianshen Zi) issued by Dalian Branch of Zhongshen Zhonghuan (2021) No. 10199), as of August 31, 2021, CNC company has approved total assets of RMB 12.9516 million, total liabilities of RMB 10.7574 million and net assets of RMB 2.1941 million.
2. Assessment
The company entrusts to engage in securities Liaoning Yuanzheng Assets Appraisal Co., Ltd. (hereinafter referred to as "Liaoning Yuanzheng"), which is qualified for futures related business, appraised the market value of all shareholders' equity of CNC Company on the benchmark date of August 31, 2021, and issued the asset appraisal report of all shareholders' equity value project of Dalian Huarui heavy industry CNC Equipment Co., Ltd. involved in Dalian Huarui Heavy Industry Group Co.Ltd(002204) proposed capital increase and share expansion (Yuan Zheng Ping Bao Zi [2021] No. 284), the appraisal is as follows:
(1) Appraisal object: the value of all shareholders' equity of CNC company.
(2) Appraisal scope: all assets and liabilities of CNC Company on the benchmark date. (3) benchmark date: August 31, 2021.
(4) Appraisal method: asset based method.
(5) Assessment conclusion:
The book value of the assets is 12.9515 million yuan, the appraisal value is 14.1333 million yuan, the appraisal appreciation is 1.815 million yuan, and the appreciation rate is 9.12%; The book value of liabilities is 10.7574 million yuan and the appraisal value is 10.7574 million yuan; The book value of all shareholders' equity is 2.1941 million yuan, the appraisal value is 3.3756 million yuan, the appraisal appreciation is 1.815 million yuan, and the appreciation rate is 53.85%. See the following table for details:
Unit: 10000 yuan
Increase / decrease rate of book value of the project (%)
Current assets 1295.011253.14-41.87-3.23
Non current assets 0.14160 16160.02114,300.00
Fixed assets 0.140 370.23164. twenty-nine
Intangible assets -159.79159 79-
Total assets 1295.151413.30118 one hundred and fifty-nine point one two
Current liabilities 1075.74--
Non current liabilities----
Total liabilities 1075.74--
Net assets 219.41337 56118.1553. eighty-five
4、 Main contents of capital and share increase plan
The CNC company publicly solicited investors by means of capital increase and share expansion through public listing in Dalian property exchange, and finally selected the intended investors by means of competitive negotiation in combination with the conditions and quotation of the intended investors.
1. Proposed new registered capital
At present, the registered capital of CNC Company is 5 million yuan, which has been fully paid in. The capital increase is carried out in the way of uncertain amount of registered capital to be added and the proportion of equity of each shareholder. The amount of newly added registered capital is between 15 million yuan and 45 million yuan. If the newly increased registered capital does not reach 15 million yuan, the capital increase fails.
In the process of this capital increase, the company increased its capital with its intangible asset rights and interests (3 of the trademarks being used by CNC Company are owned by the company and 3 patents are jointly owned by the company and CNC Company). According to the asset evaluation report on the patent right and trademark value project involved in Dalian Huarui Heavy Industry Group Co.Ltd(002204) proposed capital contribution with intangible assets issued by Liaoning Yuanzheng (Yuanzheng pingbao Zi [2021]) No. 283), the appraisal value of the above intangible assets is 34765 yuan, and the final corresponding equity proportion of the capital increase value is the same as that of the new investor.
After the completion of this capital and share increase, the registered capital of CNC Company will increase from 5 million yuan to 20 million yuan to 50 million yuan.
For the details of the above intangible assets and their evaluation, please refer to the appendix intangible assets - patent evaluation details and intangible assets - trademark evaluation details of the asset evaluation report (yzpbz [2021] No. 283) disclosed by the company on cninfo.com on the same day.
2. Capital increase price
The CNC company needs to increase capital and shares on the basis of 5 million yuan of registered capital, and the capital increase price shall not be less than 1 yuan / registered capital. The final capital increase price will be determined according to the results of competitive negotiation. If the capital increase generates a premium, the premium shall be included in the capital reserve. In the competitive negotiation, the stock equity held by the company after the capital increase and share expansion accounted for no less than the asset evaluation value of RMB 3.3756 million.
3. Employee resettlement plan
The CNC company has 14 management employees, including 7 employees whose labor relations are subordinate to the CNC Company and 7 employees whose labor relations are subordinate to the company.
Printed and distributed in accordance with national laws, regulations and
<辽宁省国有企业改制职工安置办法>
In principle, the existing employees will continue to work in their original posts after capital increase and share expansion, according to the relevant provisions of the notice on Forwarding the resettlement measures for restructuring employees of state-owned enterprises in Liaoning Province (Liao Lao She Fa [2006] No. 21), the notice on Forwarding the resettlement measures for restructuring employees of state-owned enterprises in Liaoning Province (Da Lao Fa [2006] No. 115) and the labor contract law.
The company has formulated the resettlement plan for restructured employees of Dalian Huarui heavy industry CNC Equipment Co., Ltd. and the work arrangement for Dalian Huarui Heavy Industry Group Co.Ltd(002204) dispatched employees after the restructuring of CNC company. Among them, the NC company and the employees whose labor relations are subordinate to the NC company will terminate the original labor contract. After the capital increase and share expansion, the NC company and the employees will sign a new labor contract according to law, and the length of service in the new company will be calculated according to the new labor contract. The economic compensation for the termination of the original labor contract shall be paid by the CNC Company after the capital increase and share expansion within 30 days after the completion of the industrial and commercial change of the capital increase. Employees whose labor relations are subordinate to the company continue to maintain current employment
