Securities code: 300442 securities abbreviation: Shanghai Precise Packaging Co.Ltd(300442) Announcement No.: 2021-096 Shanghai Precise Packaging Co.Ltd(300442)
Announcement on the progress of asset sale and related party 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.
Shanghai Precise Packaging Co.Ltd(300442) (hereinafter referred to as " Shanghai Precise Packaging Co.Ltd(300442) " or "the company") held the 43rd meeting of the third board of directors on December 24, 2021, deliberated and adopted the proposal on selling 100% equity and related party transactions of Coman company. On the same day, the company signed the asset sale agreement with the controlling shareholder Xinjiang Darong , the company will transfer 100% equity of Coman company directly and indirectly to Xinjiang Darong or its designated entity at the price of 0 yuan. The details of this asset sale are as follows:
1、 Overview of related party transactions
1. The company intends to transfer 100% equity of its subsidiary Coman company to Xinjiang Darong or its designated entity (hereinafter referred to as "this asset sale").
2. The opposite party of this asset sale is Xinjiang Darong, the controlling shareholder of the company, or the entity designated by it. According to the relevant provisions of laws, regulations and normative documents such as the GEM Listing Rules of Shenzhen Stock Exchange, this asset sale constitutes a connected transaction.
3. On April 20, 2021, the company held the 35th meeting of the third board of directors, deliberated and adopted the proposal on selling 100% equity of Coman company and related party transactions. Related directors Jiang Weidong, Jiang Xiaowei and Shu Shiquan avoided voting, and independent directors issued independent opinions approved in advance. For details, please refer to the announcement on the sale of assets and related party transactions (Announcement No.: 2021-040) and other relevant announcements disclosed on cninfo.com.cn on April 21, 2021.
4. On December 24, 2021, the company held the 43rd meeting of the third board of directors, deliberated and adopted the proposal on selling 100% equity of Coman company and related party transactions. Related directors Jiang Weidong, Jiang Xiaowei and Shu Shiquan avoided voting, and independent directors expressed their independent opinions approved in advance. On the same day, the company signed the asset sale agreement with the controlling shareholder Xinjiang Darong, and the company transferred 100% equity of Coman company directly and indirectly to Xinjiang Darong or its designated entity at the price of 0 yuan.
5. This connected transaction does not constitute a major asset restructuring as stipulated in the administrative measures for major asset restructuring of listed companies. According to the Listing Rules of Shenzhen Stock Exchange gem and the articles of association, this asset sale does not need to be submitted to the general meeting of shareholders for deliberation.
2、 Basic information of counterparty
1. Counterparty: Xinjiang Darong Minsheng Investment Co., Ltd
Unified social credit Code: 916501006607151916
Date of establishment: April 29, 2007
Address: room 118, block B, 4th floor, West Green Valley Building, No. 752, Kashgar West Road, Urumqi Economic and Technological Development Zone, Xinjiang
Registered capital: 20 million yuan
Executive partner: Jiang Weidong
Business scope: engaging in equity investment in unlisted enterprises, holding shares of listed companies by subscribing for non-public offering shares or transferring equity (for projects subject to approval according to law, business activities can be carried out only with the approval of relevant departments)
As of the date of this announcement, there is no case that Xinjiang Darong is listed as a dishonest executee.
2. Ownership structure
Name of partner contribution amount (10000 yuan) contribution proportion
Jiang Weidong 140070.00%
Shu Shiquan 20010.00%
Jiang Xiaowei 20010.00%
Zhang Xiliang 20010.00%
3、 Subject matter of related party transactions
1. Transaction object: co.m A.N. Costruzioni Meccaniche Artigianali Noceto S.r.l.
Registration code: 00622360345
Date of establishment: February 4, 1982
Place of registration: Parma, Italy
Registered capital: 600000 euros
Main business: R & D, production and sales of food filling equipment
As of the date of this announcement, Coman has not been listed as a dishonest executee.
2. Ownership structure
Name of shareholder contribution amount (Euro) contribution proportion
Shanghai Precise Packaging Co.Ltd(300442) 360,00060%
Shanghai puyong mechanical equipment Co., Ltd. 24000040%
3. Financial indicators of the latest year and the first period:
Unit: RMB 10000
Main financial indicators December 31, 2020 (audited) September 30, 2021 (Unaudited)
Total assets 20057.8321244.91
Total liabilities 22651.8021492.31
Total accounts receivable 1112.051530.91
Net assets -2593.98-247.40
Operating income 3058.463481.44
Operating profit -2810.57-386.34
Net profit -2800.05-445.74
Cash generated from operating activities
-1163.59-4269.76 net cash flow
4. After the asset sale, the company no longer holds the equity of Coman company, and Coman company is no longer included in the scope of the company's consolidated statements.
5. As of the date of this announcement, the company has not provided guarantee and entrusted financial management to Coman. 6. As of the date of this announcement, the current accounts payable by Coman company to the company totaled 96.776 million yuan, which was an integral part of the consideration of this asset sale transaction.
4、 Pricing policy and basis of related party transactions
The company employs Zhongshui Zhiyuan Assets Appraisal Co., Ltd. as the appraisal institution, Taking December 31, 2020 as the appraisal base date, Coman company was appraised and issued the assets appraisal report on the value of all shareholders' equity of co.m.a.n. costruzioni meccaniche arti gianali noceto S.R.L. involved in the proposed transfer of equity between Shanghai Precise Packaging Co.Ltd(300442) and Shanghai puyong mechanical equipment Co., Ltd. [2021] No. 020629.
According to the asset appraisal report on the project of total equity value of shareholders of co.m.a.n.costruzioni meccaniche artigianali noceto S.R.L. involved in Shanghai Precise Packaging Co.Ltd(300442) and Shanghai puyong mechanical equipment Co., Ltd., as of December 31, 2020, the assessed value of Coman company was -29.0195 million yuan. On December 24, 2021, the company signed the asset sale agreement with the controlling shareholder Xinjiang Darong, and the company transferred 100% of the equity of Coman directly and indirectly held by the company to Xinjiang Darong or its designated entity at the price of RMB 0.
5、 Main contents of transaction agreement
Party A (transferor): Shanghai Precise Packaging Co.Ltd(300442) (hereinafter referred to as "listed company") Party B (transferee): Xinjiang Darong Minsheng Investment Co., Ltd. (hereinafter referred to as "Xinjiang Darong") whereas,
1. The listed company plans to purchase 100% equity of Runze Technology Development Co., Ltd. by means of asset replacement and share issuance and raise supporting funds;
2. Listed companies now directly and indirectly hold co.m A. N. costruzioni meccanicheartigianali noceto S.R.L. (hereinafter referred to as "Coman company") with 100% equity;
3. In order to promote the smooth progress of this transaction, the listed company plans to transfer 100% of the equity of Coman company to the controlling shareholder Xinjiang Darong or its designated entity (hereinafter referred to as "this asset sale").
Therefore, based on the basic principles of equality, voluntariness, good faith and in accordance with the provisions of relevant laws, regulations and normative documents such as the civil code of the people's Republic of China, both parties have reached an agreement on the sale of 100% equity of Coman company through friendly negotiation.
Article 1 both parties agree that the listed company intends to transfer 100% equity of Coman company to the controlling shareholder Xinjiang Darong or its designated entity, and Xinjiang Darong or its designated entity plans to acquire 100% equity of Coman company held by the listed company in cash.
Article 2 both parties agree that the transaction base date of this asset sale is December 31, 2020. According to the "Zhongshui Zhiyuan pingbao Zi [2021] No. 020629" Shanghai Precise Packaging Co.Ltd(300442) issued by Zhongshui Zhiyuan Assets Appraisal Co., Ltd. and the total equity value of co.m.a.n.costruzioni meccaniche artigianali noceto S.R.L. shareholders involved in the proposed transfer of equity of Shanghai puyong mechanical equipment Co., Ltd
According to the assets appraisal report, as of December 31, 2020, the appraised value of Coman company is -29.0195 million yuan. Both parties agree that the listed company will transfer its 100% equity of Coman company to Xinjiang Darong or its designated entity at the price of 0 yuan.
Article 3 the listed company and Xinjiang Darong or its designated entity shall go through the filing / approval, change and other procedures of overseas investment involved in the asset sale and other necessary approval procedures of competent government departments after the entry into force of this agreement, and conduct the settlement of the asset sale after the relevant procedures are completed.
Article 4 both parties agree that the taxes related to the asset sale shall be borne by both parties in accordance with relevant laws and regulations.
Article 5 except in accordance with applicable laws, regulations, securities listing rules and codes, the formal requirements of the court and other competent authorities, without the written consent of the relevant parties, neither party shall disclose to any third party the relevant information about both parties to this agreement learned from the signing and performance of this agreement, but both parties to this Agreement shall disclose to the securities company that has signed the confidentiality agreement Except for relevant information provided by intermediary institutions such as accounting firms and law firms. The termination or rescission of this Agreement shall not affect the validity of this clause.
Article 6 after the signing of this agreement, any breach of this agreement by either party shall constitute a breach of contract. If any party's breach of contract causes losses to the other party, the breaching party shall compensate the other party for the losses suffered thereby (including but not limited to the litigation, arbitration, lawyer's fees, etc. paid by the observant party for safeguarding its rights). The observant party may require the breaching party to bear the liability for breach of contract, but also have the right to require the breaching party to continue to perform this agreement.
Article 7 the signing, validity, interpretation, performance and dispute resolution of this Agreement shall be governed by Chinese laws. All disputes arising from the signing, validity, interpretation and performance of this Agreement shall first be settled by both parties through friendly negotiation; If no settlement can be reached through friendly negotiation, either party can bring a lawsuit to the people's court with jurisdiction where Party A is located.
Article 8 this Agreement shall come into force as of the date when it is signed and sealed by both parties. The modification and termination of this Agreement shall be confirmed by both parties through negotiation and signing written documents. This agreement is made in quadruplicate, with each party holding one copy, and the rest is used for the performance of legal procedures such as approval, filing and information disclosure. Each copy has the same legal effect
