Securities code: 300442 securities abbreviation: Shanghai Precise Packaging Co.Ltd(300442) Announcement No.: 2021-094 Shanghai Precise Packaging Co.Ltd(300442)
Announcement on resolutions of the 43rd meeting of the third board of directors
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、 Convening of board meeting
On December 24, 2021, Shanghai Precise Packaging Co.Ltd(300442) (hereinafter referred to as “company” or “listed company”) ）The 43rd meeting of the third board of directors was held through the combination of on-site and communication. The meeting notice was sent by telephone and e-mail on December 23, 2021. There were 6 directors who should attend the meeting and 6 directors who actually attended the meeting. The meeting was presided over by Mr. Jiang Weidong, chairman of the company. The convening and convening procedures of the meeting shall comply with the provisions of laws, administrative regulations and the articles of association.
2、 Deliberations of the board meeting
(i) Deliberated and passed the proposal on additional evaluation of assets related to this transaction
Whereas, the listed company intends to purchase 100% equity of Runze Technology Development Co., Ltd. (hereinafter referred to as “Runze technology” and “target company”) and raise supporting funds (hereinafter referred to as “this transaction”) by means of asset replacement and share issuance.
Taking December 31, 2020 as the appraisal base date, Zhongshui Zhiyuan Assets Appraisal Co., Ltd. issued the asset appraisal report of Shanghai Precise Packaging Co.Ltd(300442) asset group value project involved in Shanghai Precise Packaging Co.Ltd(300442) proposed asset replacement and issuing shares to purchase assets and Shanghai Precise Packaging Co.Ltd(300442) Zhongshui Zhiyuan pingbao Zi [2021] No. 020039 Assets appraisal report on the value of all shareholders’ equity of Runze Technology Development Co., Ltd. involved in asset replacement, issuance of shares and purchase of assets. According to the appraisal report of the purchased assets, as of the benchmark date, the appraisal result of the asset based method is selected as the final appraisal conclusion, and the appraisal value of the purchased assets is 658778200 yuan. With reference to the above appraisal value, through negotiation between the company and Beijing Tianjin Hebei Runze, the transaction price of the assets is 658778200 yuan. According to the appraisal report of the subject asset, as of the benchmark date, the appraisal result of the income method is selected as the final appraisal conclusion, and the appraisal value of the subject asset is 14270 million yuan. With reference to the above appraisal value, the transaction price of the subject asset is RMB 14270 million after negotiation by all parties.
According to the current laws and regulations of China, the above appraisal report is only valid for one year from the base date, i.e. December 31, 2020. In order to verify the rationality and fairness of the pricing of the assets and the underlying assets in this transaction again, the board of directors hired Zhongshui Zhiyuan Asset Appraisal Co., Ltd. to conduct an additional evaluation of the assets and the underlying assets on the benchmark date of October 31, 2021 according to the authorization scope of the resolution of the first extraordinary general meeting of shareholders in 2021.
According to the asset evaluation report of Shanghai Precise Packaging Co.Ltd(300442) asset group value project involved in Shanghai Precise Packaging Co.Ltd(300442) proposed asset replacement and issuance of shares to purchase assets (hereinafter referred to as the “assets purchased plus periodic evaluation report”) and Shanghai Precise Packaging Co.Ltd(300442) Zhongshui Zhiyuan pingbao Zi [2021] No. 020759 issued by Zhongshui Zhiyuan asset evaluation Co., Ltd Proposed asset replacement Asset appraisal report on the value of all shareholders’ equity of Runze Technology Development Co., Ltd. involved in issuing shares to purchase assets (hereinafter referred to as “subject asset plus period appraisal report”) ）As of October 31, 2021, the appraisal value of the disposed assets is 582425200 yuan, and the appraisal value of the underlying assets is 16528 million yuan. The above data show that the appraisal values of the assets disposed in this transaction are basically the same before and after the two benchmark dates, and the underlying assets have not depreciated between the two benchmark dates.
The board of directors of the company believes that: 1. The value of the subject assets to be purchased in this transaction has not changed between the two benchmark dates, which is not conducive to the interests of the company and its minority shareholders. 2. The transaction pricing principle in the specific scheme of this transaction and the profit and loss arrangement during the transition period of the company have made arrangements in favor of listed companies and small and medium-sized investors. The results of the extended evaluation will not have a material impact on this transaction, and the company does not need to adjust the specific scheme of this transaction.
This proposal involves related party transactions, and related directors Jiang Weidong, Jiang Xiaowei and Shu Shiquan abstain from voting.
The directors present at the meeting deliberated and adopted the proposal with 3 affirmative votes, 0 negative votes and 0 abstention.
（2） The proposal on confirming the extended period evaluation report of this transaction was deliberated and adopted
Taking October 31, 2021 as the appraisal base date, Zhongshui Zhiyuan Assets Appraisal Co., Ltd. issued the asset appraisal report of Shanghai Precise Packaging Co.Ltd(300442) asset group value project involved in Shanghai Precise Packaging Co.Ltd(300442) proposed asset replacement and issuance of shares to purchase assets and Shanghai Precise Packaging Co.Ltd(300442) Zhongshui Zhiyuan pingbao Zi [2021] No. 020759} on the purchased assets and the subject assets plus period Assets appraisal report on the value of all shareholders’ equity of Runze Technology Development Co., Ltd. involved in asset replacement, issuance of shares and purchase of assets.
See http://www.cninfo.com.cn for relevant asset appraisal reports（ http://www.cn.info.com..cn. ）Relevant announcements disclosed.
This proposal involves related party transactions, and related directors Jiang Weidong, Jiang Xiaowei and Shu Shiquan abstain from voting.
The directors present at the meeting deliberated and adopted the proposal with 3 affirmative votes, 0 negative votes and 0 abstention.
（3） The proposal on confirming the extended audit report and audit report for future reference of this transaction was deliberated and passed. According to the provisions of current laws and regulations in China, the company hired Rongcheng Certified Public Accountants (special general partnership) to conduct extended audit on the invested assets, and Lixin Zhonglian certified public accountants (special general partnership) conducted an extended audit on the purchased assets. Rongcheng Certified Public Accountants (special general partnership) issued the “Rongcheng Shen Zi [2021] No. 230z4226” audit report of Runze Technology Development Co., Ltd. on the subject assets with October 31, 2021 as the audit base date, and Lixin Zhonglian certified public accountants (special general partnership) took October 31, 2021 as the audit base date and issued the Shanghai Precise Packaging Co.Ltd(300442) audit report of “Lixin Zhonglian Shen Zi [2021] d-0803” on the added period of purchased assets; at the same time, the company prepared the pro forma financial statements after the simulated implementation of this major asset restructuring, and Rongcheng certified public accountants (special general partnership) audited the updated pro forma financial statements and issued the Shanghai Precise Packaging Co.Ltd(300442) audit report of “Rong Cheng Shen Zi [2021] No. 230z4227”.
See cninfo.com for relevant audit reports and reference audit reports（ http://www.cn.info.com..cn. ）Relevant announcements disclosed.
This proposal involves related party transactions, and related directors Jiang Weidong, Jiang Xiaowei and Shu Shiquan abstain from voting.
The directors present at the meeting deliberated and adopted the proposal with 3 affirmative votes, 0 negative votes and 0 abstention.
（4） Consideration and adoption of the Convention on
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And its abstract
In accordance with the relevant provisions of laws, regulations and normative documents such as the securities law, the measures for the administration of reorganization, the provisions on Several Issues concerning the standardization of major asset reorganization of listed companies, the standards for the contents and forms of information disclosure by companies offering securities to the public No. 26 – Major asset reorganization of listed companies, and in combination with other relevant latest matters of this transaction, The original report on Shanghai Precise Packaging Co.Ltd(300442) major asset replacement, issuing shares to purchase assets and raising supporting funds and related party transactions (Draft) and its abstract have been revised, supplemented and improved. See cninfo.com for details（ http://www.cn.info.com..cn. ）The report on Shanghai Precise Packaging Co.Ltd(300442) major asset replacement, issuance of shares to purchase assets and raising supporting funds and related party transactions (Draft) (Revised) and its abstract disclosed.
According to the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to this transaction with full powers, which was deliberated and adopted at the first extraordinary general meeting of shareholders in 2021, the matters deliberated in this proposal have been authorized by the general meeting of shareholders and need not be further submitted to the general meeting of shareholders for deliberation.
This proposal involves related party transactions, and related directors Jiang Weidong, Jiang Xiaowei and Shu Shiquan abstain from voting.
The directors present at the meeting deliberated and adopted the proposal with 3 affirmative votes, 0 negative votes and 0 abstention.
（5） The proposal on the independence of appraisal institutions, the rationality of appraisal assumptions, the correlation between appraisal methods and appraisal purposes, and the fairness of appraisal pricing was deliberated and adopted
For this transaction, the company hired Zhongshui Zhiyuan Assets Appraisal Co., Ltd. as the appraisal institution to conduct an extended appraisal on the value of the assets purchased and placed in this transaction. The appraisal institution employed by the company for this transaction is independent, the premise of appraisal assumptions is reasonable, the appraisal purpose is relevant to the appraisal method, and the appraisal pricing is fair.
This proposal involves related party transactions, and related directors Jiang Weidong, Jiang Xiaowei and Shu Shiquan abstain from voting.
The directors present at the meeting deliberated and adopted the proposal with 3 affirmative votes, 0 negative votes and 0 abstention.
（6） The proposal on selling 100% equity of Coman company and related party transactions was reviewed and approved. The company hired Zhongshui Zhiyuan Assets Appraisal Co., Ltd. as the appraisal institution to evaluate co.m.a.n. costruzioni meccaniche arti gianali noceto S.R.L. (hereinafter referred to as “Coman company”) and issued the “Zhongshui Zhiyuan appraisal report” with December 31, 2020 as the appraisal base date [2021] No. 020629 “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.”.
According to the asset appraisal report on the project of total equity value of shareholders of co.m.a.n.costruzioni meccaniche arti gianali 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 Minsheng Investment Co., Ltd. (hereinafter referred to as “Xinjiang Darong”), and the company transferred 100% equity of Coman company directly and indirectly to Xinjiang Darong or its designated subject at the price of RMB 0.
This proposal involves related party transactions, and related directors Jiang Weidong, Jiang Xiaowei and Shu Shiquan abstain from voting.
The directors present at the meeting deliberated and adopted the proposal with 3 affirmative votes, 0 negative votes and 0 abstention.
3、 Documents for future reference
1. Resolutions of the 43rd meeting of the third board of directors of the company;
2. Prior approval opinions of independent directors on matters related to the company’s major asset replacement and issuance of shares to purchase assets and raise supporting funds and related party transactions;
3. Independent directors’ independent opinions on matters related to the company’s major asset replacement, issuance of shares, purchase of assets, raising of supporting funds and related party transactions;
4. Opinions of independent directors on the independence of the evaluation institution, the rationality of evaluation assumptions, the correlation between evaluation methods and evaluation purposes, and the fairness of evaluation pricing.
It is hereby announced.
Shanghai Precise Packaging Co.Ltd(300442) board of directors
December 26, 2021
