Securities abbreviation: Hubei Chutian Smart Communication Co.Ltd(600035) securities code: Hubei Chutian Smart Communication Co.Ltd(600035) Announcement No.: 2022004 corporate bond abbreviation: 19 truking 01 corporate bond Code: 155321
Corporate bond abbreviation: 20 truking 01 corporate bond Code: 163303
Hubei Chutian Smart Communication Co.Ltd(600035)
Announcement on the acquisition of equity and the completion of industrial and commercial registration
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and are jointly and severally liable for any false records, misleading statements or major omissions in the announcement.
1、 Transaction overview
Hubei Chutian Smart Communication Co.Ltd(600035) (hereinafter referred to as “the company”) held the general manager’s office meeting on November 2, 2021, deliberated and approved the issue on the transfer of 100% equity of Wuhan zhichengda Transportation Engineering Co., Ltd., and agreed to the company’s transfer of 100% equity of Wuhan zhichengda Transportation Engineering Co., Ltd. (hereinafter referred to as “zhichengda company”), and the equity transfer price is based on the assessed value, RMB 739759. Recently, the company applied to Wuhan Hanyang district market supervision and Administration Bureau for relevant change registration procedures on the above equity transfer, and obtained the changed business license.
According to the relevant provisions of the Listing Rules of Shanghai Stock Exchange, the articles of association and so on, this transaction belongs to the deliberation and approval authority of the general manager’s office meeting of the company, and does not need to be submitted to the board of directors of the company for deliberation. This transaction does not constitute a connected transaction, nor does it constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies.
2、 Basic information of the counterparty
1. Company name: Wuhan Zhongheng Lutong Construction Development Co., Ltd
2. Unified social credit Code: 91420103094255628f
3. Enterprise type: limited liability company (invested or controlled by natural person)
4. Registered capital: 30.1 million yuan
5. Legal representative: Xiao wenkun
6. Registered address: Room 7, floor 3, building 1, oceanwide international SOHO city (phase I), Central Business District, Jianghan District, Wuhan
7. Date of establishment: April 11, 2014
8. Business scope: Construction of municipal engineering, highway engineering, housing construction engineering, decoration engineering, steel structure engineering and landscaping engineering; Wholesale and retail of building materials, steel structure materials, signs and signs, and road traffic safety facilities; Business information consultation. (if the project involves licensed operation, it can be operated only after obtaining the permission of relevant departments)
9. Other notes: Wuhan Zhongheng Lutong Construction Development Co., Ltd. has no relationship with the company and its shareholders holding more than 5%, actual controllers, directors, supervisors and senior managers.
3、 Basic information of transaction object
1. Basic information of transaction object
Company name: Wuhan zhichengda Traffic Engineering Co., Ltd
Unified social credit Code: 91420103ma49r1gp9h
Company type: limited liability company (sole proprietorship of legal person invested or controlled by natural person)
Registered capital: 20 million yuan
Legal representative: Yu Yongqi
Date of establishment: April 27, 2021
Registered address: Room 7, floor 3, building 1, oceanwide international SOHO city (phase I), Central Business District, Jianghan District, Wuhan
Business scope: licensed projects: various engineering construction activities; Electrical installation services (for items that must be approved according to law, business activities can be carried out only after being approved by relevant departments. The specific business items shall be subject to the approval documents or licenses of relevant departments) general items: engineering management services; Landscape engineering construction; Construction of metal doors and windows; Earthwork construction; Sales of building materials; Sales of rubber products; Sales of metal products; Fire fighting equipment sales; Sales of labor protection articles; Maintenance of transportation facilities; Sales of signs for transportation and public management (except for projects subject to approval according to law, business activities shall be carried out independently according to law with business license)
Ownership structure: zhichengda company is a wholly-owned subsidiary of Wuhan Zhongheng Lutong construction and Development Co., Ltd. Qualification: class I professional contracting of Highway Traffic Engineering (Highway Electromechanical Engineering)
2. Main financial data of transaction object
Unit: Yuan
End of September 2021
Total assets 11093759
Total liabilities 10354000
Net assets 739759
Project from January to September 2021
Operating income-
Operating profit -2260541
Net profit -2260241
4、 Main contents of equity transfer agreement
Party A (transferor): Wuhan Zhongheng Lutong Construction Development Co., Ltd
Party B (transferee): Hubei Chutian Smart Communication Co.Ltd(600035)
(I) subject matter of transfer
The transfer object is the 100% equity of Wuhan zhichengda Transportation Engineering Co., Ltd. held by the transferor.
(II) transaction amount and payment method
1. Transaction amount
According to the professional opinions of audit institutions and evaluation institutions and the joint confirmation of all parties to the transaction, the price of this equity transfer is RMB 739759.
2. Payment method
The transferee shall pay the transaction price in cash after the industrial and commercial change is completed.
(III) transaction pricing basis
According to the appraisal report (Zhonglian pingbao Zi (2021) No. 1166) issued by Zhonglian Assets Appraisal Co., Ltd., the current appraisal adopts the asset-based method. As of the benchmark date of September 30, 2021, the book value of zhichengda’s assets is 11093759 yuan, the appraisal value is 11093759 yuan, and there is no increase or decrease in the appraisal value; The book value of the liability is 10354000 yuan, the assessed value is 10354000 yuan, and there is no increase or decrease in the assessed value; The book value of net assets is 739759 yuan, the assessed value is 739759 yuan, and there is no increase or decrease in the assessed value. Referring to the above evaluation results, the consideration of this transaction is RMB 739759 after mutual negotiation between the two parties.
(IV) equity delivery
Within 5 days from the effective date of this contract, the transferor and the target company shall cooperate with the transferee in handling the transfer of all materials related to the target company, such as seals, licenses, financial materials, operation management and personnel, and the operation and management right of the target company.
(V) liability for breach of contract
If the other party makes a declaration of breach of this contract, it shall also bear the economic liability and other liabilities caused by the other party’s breach of this contract. This compensation liability shall include all economic losses suffered by the other party (including but not limited to all litigation costs, lawyer fees, etc. paid by the other party). According to the agreement, the debt of the subject company shall be subject to the audit report Zhonghuan Shenzi (2021) No. 10094 issued by Zhongshen Zhonghuan Certified Public Accountants (special general partnership) on November 3, 2021. If there are other liabilities or other contingent liabilities, the transferor shall be responsible for the repayment of the debts incurred before the end of the audit.
5、 Purpose of this equity acquisition and its impact on the company
The purpose of this equity acquisition is to make up for the shortcomings of the company’s relevant businesses and further improve the contracting capacity of intelligent transportation business. The price of this equity acquisition is based on the assessed value, and there is no situation that damages the interests of the company’s shareholders, especially the minority shareholders. This transaction will not have a significant impact on the company’s future financial status and operating results. 6、 Industrial and commercial changes
The company recently completed the relevant industrial and commercial change procedures and obtained the business license renewed by Wuhan Hanyang district market supervision and Administration Bureau. The basic information is as follows:
Company name: Hubei Hubei Chutian Smart Communication Co.Ltd(600035) Digital Technology Co., Ltd
Unified social credit Code: 91420103ma49r1gp9h
Company type: limited liability company (sole proprietorship of legal person invested or controlled by natural person)
Registered capital: 20 million yuan
Legal representative: Ruan Yiheng
Date of establishment: April 27, 2021
Registered address: room 2303, floor 23 (1), East Tower building, plot B4, Hubei International Exhibition Center Plaza, No. 26, Sixin Avenue, Hanyang District, Wuhan
Business scope: licensed project: building intelligent system design; Construction engineering design; Construction project construction; Electrical installation services (for items that must be approved according to law, business activities can be carried out only after being approved by relevant departments. The specific business items shall be subject to the approval documents or licenses of relevant departments). General items: Engineering and technical research and test development; Engineering management services; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Computer system services; Information technology consulting services; Internet security services; Internet development; Information system integration service; Manufacturing of digital video monitoring system; Digital video surveillance system sales; Lighting appliance sales; Energy conservation management services; Contract energy management; Sales of electronic products; Sales of communication equipment; Sales of mobile communication equipment; Internet of things equipment sales; Sales of network equipment (in addition to licensing business, it can independently operate projects not prohibited or restricted by laws and regulations)
It is hereby announced.
Hubei Chutian Smart Communication Co.Ltd(600035) board of directors March 5, 2022
