Securities code: Bece Legend Group Co.Ltd(000803) securities abbreviation: Bece Legend Group Co.Ltd(000803) Announcement No.: 2022036 Bece Legend Group Co.Ltd(000803)
Announcement on the acquisition of 80% equity of Shandong Henghua JIAYE Environmental Protection Technology Co., Ltd
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
Bece Legend Group Co.Ltd(000803) (hereinafter referred to as “the company” or ” Bece Legend Group Co.Ltd(000803) “) in order to focus on the overall strategic development plan of kitchen organic waste treatment and waste edible oil resource utilization business, the company plans to acquire the counterparties Zhang shuimao, Zhang Xiongjian Zhang Yonghai holds 38.96%, 13.54% and 27.50% equity of Shandong Henghua JIAYE Environmental Protection Technology Co., Ltd. (hereinafter referred to as “Henghua JIAYE” or “target company”). The transfer price corresponding to the subject equity is tentatively determined as 28.97 million yuan (in words: twenty-eight million nine hundred and seventy thousand yuan). After the completion of this acquisition, the company will hold 80% equity of Henghua JIAYE, which will be included in the scope of the company’s consolidated statements. According to the relevant provisions of the Listing Rules of Shenzhen Stock Exchange and the articles of association, this transaction does not constitute a connected transaction, nor does it constitute a major asset reorganization specified in the administrative measures for major asset reorganization of listed companies. The transaction has been deliberated and approved by the board of directors of the company and does not need to be submitted to the general meeting of shareholders of the company for deliberation.
2、 Basic information of counterparty
1. Zhang shuimao
ID number: 330511
Address: Nanxun District, Huzhou City, Zhejiang Province
Employer: Henghua JIAYE
2. Zhang Xiongjian
ID number: 330501
Address: Wuxing District, Huzhou City, Zhejiang Province
Employer: Henghua JIAYE
3. Zhang Yonghai
ID number: 330501
Address: Nanxun District, Huzhou City, Zhejiang Province
Employer: Henghua JIAYE
The above-mentioned counterparties have no relationship with the company and its top ten shareholders in terms of property rights, business, assets, creditor’s rights and debts, personnel and other relationships that may or have caused the listed company to tilt its interests. The above-mentioned counterparties are not dishonest Executees.
3、 Basic information of transaction object
1. Basic information
Company name: Shandong Henghua JIAYE Environmental Protection Technology Co., Ltd
Unified social credit Code: 91371100581944295w
Registered capital: 20 million yuan
Type: limited liability company (invested or controlled by natural person)
Legal representative: Zhang Xiongjian
Date of establishment: September 7, 2011
Business term: from September 7, 2011 to no fixed term
Address: No. 2, Haikou Road, Rizhao Economic Development Zone, Shandong Province
Business scope: processing of soybean dregs and soap feet; Sales of soybean acid oil, fatty acid, saponin horn, oleic acid, fatty acid, oleic acid, stearic acid, vegetable asphalt, vegetable feed oil and animal oil (non edible); Research and development of oleic acid, fatty acid and vegetable feed oil. Import and export of ordinary goods, except for goods that are restricted or prohibited by the state. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments).
2. Ownership structure: Zhang shuimao held 38.96%, Zhang Xiongjian held 33.54% and Zhang Yonghai held 27.5%.
3. Main financial data:
Unit: Yuan
Project October 31, 2021 (audited) December 31, 2020 (audited)
Total assets 65219681167952861439
Total liabilities 60618759097459579498
Total accounts receivable 448090501 Ronglian Group Ltd(002642) 11
Net assets 460092207493281941
Project: January October 2021 (audited) January December 2020 (audited)
Operating income 1235423735411267791589
Operating profit -37035287 -737233675
Net profit -33189734 -738795925
Note: the above financial data have been audited by Zhongqin Wanxin certified public accountants, and the audit report “Qin Xin Shen Zi [2022] No. 0011” has been issued.
4. Description of other situations
The target company has business dealings with Bece Legend Group Co.Ltd(000803) , counterparties. On January 28, 2022, the target company and Bece Legend Group Co.Ltd(000803) signed the acidified oil sales agreement. According to the agreement, Bece Legend Group Co.Ltd(000803) has paid 3 million yuan in advance to the target company. As of the proposal review date, the target company still owed the counterparty Zhang shuimao 163083 million yuan, Zhang Yonghai 6.0596 million yuan and Zhang Xiongjian 216265 million yuan.
Through public information inquiry, the subject company does not provide guarantee, financial assistance, etc. for others. At the same time, the articles of association of the subject company does not contain any provisions restricting shareholders’ rights other than laws and regulations.
The target company is not a dishonest person to be executed, there is no financial assistance, no major disputes, litigation or arbitration matters, and no judicial measures such as seizure and freezing. As of the deliberation date of this proposal, the company has not provided guarantee, financial assistance or entrusted financial management for the target company.
4、 Main contents of the agreement to be signed
Party A: Bece Legend Group Co.Ltd(000803)
Party B 1: Zhang shuimao
Party B 2: Zhang Xiongjian
Party B 3: Zhang Yonghai
Article 1 trading scheme
1.1 all parties agree that Party A intends to acquire 80% of the equity of the target company held by Party B in cash, and has the right to acquire the remaining 20% of the equity of the target company within 2 years from the delivery date.
1.2 the parties confirm that the proportion of equity transferred by Party B to Party A is: Party B 1 transfers 38.96%, Party B 2 transfers 13.54%, and Party B 3 transfers 27.50%. After the transfer of the subject equity is completed, Party A holds 80% equity of the target company and Party B 2 holds 20% equity of the target company.
1.3 within 24 months from the closing date, Party A has the right to start the acquisition of the remaining 20% equity of the target company held by Party B 2 (hereinafter referred to as “phase II equity transfer”), and the above 20% equity consideration of the target company shall be confirmed by both parties through consultation in the manner agreed in paragraph 2.3 of this agreement. If Party B intends to continue to hold this part of the equity at that time, Party A shall support it, which shall be determined by both parties through negotiation.
Article 2 transfer price
2.1 the parties agree that the transfer price of the subject equity is RMB 28.97 million (in words: twenty-eight million nine hundred and seventy thousand yuan only).
2.2 Party B promises to actively clean up and pay off the debts of the target company after the signing of this agreement, and ensure that the total audited debts of the target company as of the delivery date do not exceed 60.62 million yuan (in words: 60.62 million yuan only). All parties agree that if the total debt of the target company as of the delivery date is more than 60.62 million yuan, and the part more than 60.62 million yuan shall be borne by Party B, Party A has the right to deduct it from the equity transfer price. If the unpaid equity transfer price is insufficient to deduct, Party B shall make supplementary payment to Party A.
2.3 the equity transfer price corresponding to the 20% equity of the target company involved in the phase II equity transfer is:
For 12 consecutive months before the start date of phase II equity transfer (hereinafter referred to as the “valuation period”), with reference to the total sales data of acidified oil of the target company during the valuation period (subject to the amount actually invoiced by the target company), the remaining 20% equity transfer consideration shall be determined according to the following agreements:
2.3.1 if the total sales volume of acidified oil exceeds (excluding this amount) 75000 tons, the valuation of the target company is 6 times of the accumulated net profit during the valuation period, and the remaining 20% equity transfer consideration is calculated according to the valuation;
If the total interest of the equity of this period is not more than RMB 2.25 million (in words) and the interest rate of the remaining equity is not more than RMB 20000000 million (in words) from the delivery date of this year, the total interest rate of the equity of this period shall be calculated according to the transfer base of RMB 20000000 million (in words) from the date of delivery, The sum of the above 7.242 million yuan and the corresponding interest is taken as the consideration for the transfer of the remaining 20% equity;
2.3.3 if the total sales volume of acidified oil is not more than (including) 50000 tons, the consideration for the transfer of the remaining 20% equity is 3.62 million yuan (in words: three million six hundred and fifty thousand yuan only).
Article 3 payment arrangement of the subject equity transfer price
3.1 payment of the first equity transfer price: within 5 working days from the date of signing this agreement, Party A and Party B shall open a joint management account in the name of Zhang Xiongjian of Party B in a bank recognized by both parties. The specific information of the joint management account shall be subject to the information of the joint management account jointly opened by both parties at that time (hereinafter referred to as “joint management account”). Within 3 working days after the opening of the joint management account, Party A shall pay 50% of the equity transfer price to the co managed account, i.e. RMB 14.485 million (in words: RMB fourteen million four hundred and eighty-five thousand only).
3.2 equity delivery: within 10 working days from the date when Party A pays the first equity transfer price to the jointly managed account, all parties shall cooperate to complete the industrial and commercial change registration procedures of the subject equity transfer, and within 10 days from the date of completion of the above industrial and commercial change registration procedures (subject to the approval notice of industrial and commercial change registration), The first equity transfer price is released from the account and paid to the account designated by Party B.
3.3 repayment of shareholder’s loan: all parties agree that within 30 days from the closing date, the target company shall repay the shareholder’s loan owed to Party B of RMB 44 million (in words: forty-four million yuan only) without interest.
3.4 payment of the second equity transfer price: within 3 months from the closing date, if there is no major adverse event in the target company (the major adverse event is not caused by Party A or force majeure and has a negative impact on the net assets of more than RMB 1 million, the same below), Party A shall pay the remaining equity transfer price of RMB 14.485 million (in words: RMB fourteen million four hundred and eighty-five thousand only) to the account designated by Party B within 5 working days after the expiration of 3 months from the closing date. If the above major adverse events occur in the target company within 3 months from the closing date, Party A has the right to deduct the amount involved in the major adverse events from the unpaid equity transfer price and pay the balance of the equity transfer price to the account designated by Party B within 5 working days after 3 months from the closing date, If the unpaid equity transfer price is insufficient to be deducted, Party B shall be responsible for making up in cash. Article 4 disposal of creditor’s rights and debts and divestiture of assets
4.1 the liabilities and expenses of the target company recorded and disclosed in the list of existing debts of the target company as of the base date confirmed by all parties shall be borne by the target company within no more than RMB 60.62 million after the delivery date, and those exceeding RMB 60.62 million shall be borne by Party B in accordance with paragraph 2.2 of this agreement.
4.2 from the base date to two years after the signing of this agreement, Party B shall bear the liabilities or contingent liabilities of the target company not recorded and disclosed in the list of existing debts confirmed by all parties.
Article 5 transitional arrangements
5.1 the parties agree that the transition period is from the base date to the delivery date. From the date of signing this agreement, the operation and management of the target company shall be supervised by Party A, and the supervision rules shall be subject to the relevant agreements or documents signed by the parties. Party B and the target company shall truthfully report the operation and management of the target company to Party A according to the requirements of Party A. The profits and losses during the transition period belong to the target company. After the base date, the target company shall not make any form of profit distribution during the transition period without the written consent of Party A.
5.2 Party B guarantees that the assets and business activities of the target company will remain normal and stable in all major aspects during the transition period, and maintain the continuity, stability and consistency of business model, management team, assets or financial status in all major aspects in its normal business process. Party B shall be diligent and responsible for the operation and management of the target company to ensure that the operation and production of the project comply with the provisions of applicable laws and regulations. During the above-mentioned period, Party B shall be liable for any operation and production accident and violation of relevant laws and regulations of the target company. Any economic losses caused thereby shall be compensated by Party B.
5.3 during the transition period, without the consent of Party A, the original shareholders of the target company shall not set any new third-party rights such as mortgage or pledge on the subject equity, assets or interests of the target company, and shall ensure the target company by exercising the shareholders’ rights
