Securities code: 002524 securities abbreviation: Guangzheng Eye Hospital Group Co.Ltd(002524) Announcement No.: 2021-133 Guangzheng Eye Hospital Group Co.Ltd(002524)
Announcement on pricing and trading progress of sale of subsidiaries
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、 Transaction overview
Guangzheng Eye Hospital Group Co.Ltd(002524) (hereinafter referred to as "the company") held the second meeting of the Fifth Board of directors on December 6, 2021, deliberated and adopted the proposal on selling subsidiaries, and agreed to sell 100% equity of the wholly-owned subsidiary Xinyuan Guangzheng Gas Co., Ltd. (hereinafter referred to as "Xinyuan Guangzheng") at a price of no less than 15 million yuan.
Recently, the appraisal of the equity sale of Xinyuan Guangzheng has been completed, and the appraisal value of Xinyuan Guangzheng is 13.8879 million yuan. According to the evaluation results, both parties agreed to transfer 100% equity of Xinyuan Guangzheng at the price of 15 million yuan through friendly negotiation and reached relevant agreements. After the completion of this transaction, the company no longer holds the equity of Xinyuan Guangzheng.
According to the stock listing rules of Shenzhen Stock Exchange, this transaction does not constitute a major transaction, a related party transaction, or a major asset reorganization specified in the administrative measures for major asset reorganization of listed companies.
2、 Basic information of the counterparty
Transferee 1: Cai Yonghai
ID number: 350322********1057
Current residence: golden age, Korla, Xinjiang
Transferee 2: Liu Qingwen
ID number: 350322********1037
Current residence: impression of East Lake, Kuqa City, Xinjiang
Transferee 3: Luo Feiying
ID number: 350322********7136
Current residence: South Ring Road, jiaga village, chapuhe, bestobe Township, Xinyuan County, Ili Prefecture, Xinjiang
The company has no relationship with the above transferee in terms of property rights, business, assets, creditor's rights and debts, personnel, etc., or other relationships that may or have caused the company to favor its interests. Upon inquiry, Cai Yonghai, Liu Qingwen and Luo Feiying are not the persons executed for dishonesty.
3、 Basic information of the transaction object
1. Basic information of Xinyuan Guangzheng
essential information
Registration No. / unified society
Name: Xinyuan Guangzheng Gas Co., Ltd. 91654025080226412p Credit Code
Limited liability company (invested or controlled by natural person)
Type: legal representative Yang Hongxin
Legal person (sole proprietorship)
Registered capital: RMB 15 million date of establishment: November 6, 2013
Address: No. 461, Huancheng South Road, jiaga village, chapuhe, bestobe Township, Xinyuan County, Ili Prefecture, Xinjiang
The business term is from November 6, 2013 to November 5, 2043
Licensed items: gas vehicle fueling operation; Gas operation; Retail of refined oil (limited to hazardous chemicals); retail of tobacco products. (for items that must be approved according to law, business activities can be carried out only after being approved by relevant departments, and the specific business items shall be subject to the approval documents or licenses of relevant departments). General items: Sales of household appliances; wholesale of kitchen and sanitary ware and daily sundries; retail of hardware products; food sales (only pre packaged food is sold); business scope of daily necessities
sale; Sales of agricultural and sideline products; Cosmetics retail; Clothing retail; Sales of office supplies; Retail of sporting goods and equipment; Manufacturing of Arts and crafts and ceremonial articles (except ivory and its products); leasing of machinery and equipment; leasing of land use right; leasing of non residential real estate. (except for projects subject to approval according to law, business activities shall be carried out independently according to law with business license)
Registration authority: Xinyuan county market supervision and Administration Bureau
After inquiry, xinyuanguang is not the executee of dishonesty.
2. Financial situation of Xinyuan Guangzheng
December 31, 2020 September 30, 2021
Total assets 1473.53420 fifteen
Liabilities 1563.05498 07
Owner's equity -89.52-77.92
Project 2020 January September 2021
Operating income 643.33221 million yuan eighty-nine
The total operating cost is 753.85209 02
Total profit -110.5114 million sixty-eight
Net profit -110.5114 sixty-eight
Net cash flow from operating activities 70.76-1.44
(Note: the financial data from January to September 2021 are Unaudited)
3. Equity of Xinyuan Guangzheng
The company holds 100% equity of Xinyuan Guangzheng and is a wholly-owned subsidiary of the company.
4. Assessment conclusion:
Taking September 30, 2021 as the base date, the third-party appraisal institution Xinjiang Ruizhi asset appraisal office issued the appraisal report of xinruizhi pingbao Zi [2021] No. 173 on the 100% equity transfer of Xinyuan Guangzheng. The appraisal conclusion is that on the base date of September 30, 2021, the market value of the assets is 13.8879 million yuan, the liabilities are 4.9807 million yuan and the net assets are 8.9072 million yuan, The net assets increased by 9.6863 million yuan, with an increase rate of 1243.27%.
4、 Main contents of the agreement
Transferor: Guangzheng Eye Hospital Group Co.Ltd(002524) (hereinafter referred to as Party A)
Transferee: Cai Yonghai, Liu Qingwen, Luo Feiying (hereinafter collectively referred to as Party B or transferee)
Guarantor: Li Jianmao (hereinafter referred to as Party C)
Target company: Xinyuan Guangzheng Gas Co., Ltd. (hereinafter referred to as the target company)
(i) Transfer price
1. Both parties hereto agree that, The transfer price is 15 million yuan (RMB: 15 million only) 2. The transfer price includes all kinds of shareholders' rights and interests contained in the subject matter of transfer. Shareholders' rights and interests refer to all current and potential rights and interests attached to the subject matter of transfer, based on all assets, licenses and business status of the target company, including the interests represented by all movable and immovable properties, tangible and intangible assets owned by the target company.
（2） Payment method
1. Within 3 days after Party A and Party B sign the formal equity transfer agreement, Party B shall pay the first equity purchase deposit of RMB 2 million to Party A in cash. After the contract takes effect, the deposit will be automatically converted into equity purchase payment. If the board of directors of Party A fails to consider and approve the equity transfer, Party A shall return the deposit of 2 million yuan only. 2. After the board of directors of Party A deliberates and approves the equity transfer, the contract takes effect. Within 5 days after the contract takes effect, Party B shall pay Party A the second equity acquisition payment of RMB 3 million.
3. Party B shall pay Party A the third equity acquisition payment of 3 million yuan before December 15, 2021, with a total equity acquisition payment of 8 million yuan, which is equivalent to 53.33% of the equity of the target company. All parties shall assist in handling the industrial and commercial registration of 53.33% equity change of the target company within 10 days.
4. Party B shall pay Party A the fourth equity acquisition payment of RMB 7 million before June 30, 2022, which is equivalent to 46.67% of the equity of the target company. Within 10 days after Party A receives all the equity transfer funds, all parties shall assist in handling the industrial and commercial registration of the change of the remaining 46.67% equity of the target company.
（3） Delivery
1. Within three days after the first 53.33% equity change registration is completed, Party A shall complete the following work:
1.1 transfer the management right of the target company, including but not limited to the official seal, financial seal and contract seal, to the representative of Party B, and transfer the operation right at the same time. After the transfer of the management right, Party A will no longer be responsible for the daily business activities of the company. At the same time, it will no longer bear the new creditor's rights, debts, gains and losses in the process of daily operation.
1.2 hand over all documents, materials and certificates related to the target company to the representative of Party B;
1.3 transfer all assets of the target company to the representative of Party B.
2. For financial delivery, both parties agree to conduct financial handover at 10 a.m. on the first day of the month following the completion date of equity change.
3. Delivery procedures: all parties shall jointly count the delivery items and prepare a delivery list, which shall be signed and confirmed by the representatives of all parties.
（4） Creditor's rights and debts
1. Party B has fully understood the creditor's rights and debts generated by the target company before the completion of this equity transfer transaction, and such creditor's rights and debts shall be enjoyed and borne by Party B after the signing of this equity transfer agreement. The assets of the target company are currently in the stage of external lease. Party A and the target company promise not to generate other creditor's rights and debts before the equity change to Party B and the asset handover.
2. The creditor's rights and debts generated after the completion of this equity transfer transaction shall be enjoyed and borne by the target company and Party B after the equity change.
（5） Guarantee clause
1. In view of Party B's obligations and responsibilities under this agreement, 100% of the total equity of the target company and the real estate certificate of the target company transferred by Party B are pledged to Party A Guangzheng Eye Hospital Group Co.Ltd(002524) as a guarantee for Party B's performance of its obligations under the contract. The term of equity pledge is from the date of pledge registration to the completion of the performance of Article 4 of the above payment method.
2. In order to ensure the full and actual performance of this contract, all the equity of Ziyang guangzhengxin vision eye hospital held by Li Jianmao provides joint and several liability guarantee for Party B to fully and actually perform its obligations under this contract, (including Party B's failure to perform due to court litigation, execution, liquidation, etc.); guarantee period: from the effective date of this contract to the completion of the performance of Article 4 of the above payment method; scope of guarantee liability: all losses that may be caused to Party A by Party B's failure to perform the contract, including but not limited to principal, interest, liquidated damages, compensation, etc. and expenses incurred by Party A to realize its creditor's rights Litigation, preservation, execution, lawyer's fees, etc.
3. The pledgor shall complete the registration of equity pledge at the same time from the date of equity change registration of this agreement.
5、 Other arrangements involving the sale of equity
The capital source of this transaction is the transferee's own funds. This transaction does not involve related party transactions and other arrangements, and there will be no new related party relationship after the completion of this transaction.
6、 Purpose of selling equity of subsidiaries and its impact on the company
This transaction conforms to the company's development plan, helps to reasonably adjust the company's business structure, accelerate the company's transformation and upgrading, and deeply implement the company's development strategic goal of "cohesion ophthalmic medical business".
The transfer pricing of this transaction is determined according to the evaluation results of the third party. The transaction is conducted in accordance with the principles of openness, fairness and impartiality, which is expected to increase the company's current non recurring income by about 15.7 million yuan. After the completion of this transaction, the company will no longer hold the equity of Xinyuan Guangzheng. The above transactions will not have a significant impact on the normal operation of the company and will not damage the interests of the company and shareholders.
7、 Documents for future reference
1. Resolution of the second meeting of the Fifth Board of directors;
2. Asset appraisal report (xrzpbz [2021] No. 173);
3. Equity transfer agreement.
It is hereby announced.
Guangzheng Eye Hospital Group Co.Ltd(002524) board of directors December 27, 2001
