Securities code: Yunda Holding Co.Ltd(002120) securities abbreviation: Yunda Holding Co.Ltd(002120) Announcement No.: 2022008
Announcement on the progress of asset securitization of wholly-owned subsidiaries
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete,
There are no false records, misleading statements or major omissions.
In order to further expand the financing channels of Yunda Holding Co.Ltd(002120) (hereinafter referred to as “the company”), revitalize the stock assets and meet the needs of the company’s operation and development, according to the provisions of the company law of the people’s Republic of China and other relevant laws and regulations, and in combination with the needs of the company’s development, the sixth meeting of the seventh board of directors The sixth meeting of the seventh board of supervisors and the fourth extraordinary general meeting in 2020 deliberated and approved the proposal on asset securitization of wholly-owned subsidiaries, and agreed to establish a multi-phase asset support special plan (hereinafter referred to as the “special plan”) with the warehousing and logistics infrastructure held by the company’s wholly-owned subsidiaries as the subject assets. According to relevant authorization, the company plans to continue to carry out relevant business in 2022, and the main information is announced as follows:
1、 Basic scheme of this special plan
1. Set up a special asset-backed plan to issue asset-backed securities
Citic Securities Company Limited(600030) (hereinafter referred to as ” Citic Securities Company Limited(600030) “) plans to initiate the establishment of Citic Securities Company Limited(600030) – Yunda logistics infrastructure No. 2 asset support special plan (the specific name shall be subject to the actual establishment), with a scale of no more than 1 billion yuan, and directly or indirectly transfers the equity and creditor’s rights of the project company held by the original owner Shanghai Yunda Freight Co., Ltd. (hereinafter referred to as “Shanghai Yunda”) Citic Securities Company Limited(600030) has obtained the no objection letter on Citic Securities Company Limited(600030) ” Citic Securities Company Limited(600030) – Yunda logistics infrastructure No. 1-x asset support special plan” meeting the listing conditions of Shenzhen Stock Exchange (Szh [2020] No. 1012) (hereinafter referred to as “no objection letter”) issued by Shenzhen Stock Exchange on November 27, 2020. The total issuance amount of storage shelves approved in the no objection letter does not exceed 2.5 billion yuan, The number of issuance periods shall not exceed 5, and the special plan of this period is the second period within the shelf limit. The priority of structured securities is further divided into supporting securities and supporting securities. Shanghai Yunyi Industrial Co., Ltd. or wholly-owned subsidiaries of other companies will subscribe for all subordinated asset-backed securities with their own funds. The share of subordinated asset-backed securities in the special plan is expected to not exceed 20% of the scale of all asset-backed securities in the current period.
2. Transfer of equity and creditor’s rights
Shanghai Yunda Freight Co., Ltd. (hereinafter referred to as “Shanghai Yunda”) holds 100% equity of the project company Citic Securities Company Limited(600030) represents that the special plan will directly or indirectly obtain the equity and creditor’s rights of the project company from Shanghai Yunda Citic Securities Company Limited(600030) take the property assets held by the project company as the underlying assets, issue asset-backed securities and apply for listing in Shenzhen Stock Exchange.
3. Deliberation procedure: the company held the sixth meeting of the seventh board of directors on August 21, 2020 and the fourth extraordinary general meeting of shareholders in 2020 on September 8, 2020, and deliberated and adopted the proposal on asset securitization of wholly-owned subsidiaries. For details, please refer to cninfo.com on August 24, 2020 and September 9, 2020（ http://www.cn.info.com.cn. ）The announcement on asset securitization of wholly-owned subsidiaries (Announcement No.: 2020074) and the announcement on the resolution of the fourth extraordinary general meeting of shareholders in 2020 (Announcement No.: 2020081) disclosed. 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、 Main elements of special plan
1. Name of special plan: Citic Securities Company Limited(600030) – Yunda logistics infrastructure No. 2 asset support special plan.
2. Special plan product issuance scale: no more than RMB 1 billion.
3. Period of special plan products: the period of special plan shall not exceed 20 years, and the longest period shall not exceed the remaining land use right period of the subject asset.
4. Structured setting: asset-backed securities will be divided into priority asset-backed securities and secondary asset-backed securities. Priority asset-backed securities can be further structured and layered according to the situation. The proportion of priority asset-backed securities in special plans is expected to be no less than 80%, and the rest is secondary asset-backed securities.
5. Listing place: Shenzhen Stock Exchange.
6. Underwriting method: Citic Securities Company Limited(600030) (and / or) other securities companies sell priority asset-backed securities through bookkeeping, filing or pricing issuance.
7. Credit enhancement measures
(1) Priority / secondary stratification: after the special plan property has paid taxes, the expected income and / or principal of priority asset-backed securities shall be given priority, and the remaining income and / or principal of secondary asset-backed securities shall be distributed.
(2) Differential payment commitment: if the funds available for distribution in the special plan account are insufficient on each cashing day to make the current special plan expenses and the undistributed principal and expected income that should be distributed to the holders of all priority asset-backed securities in the current period fully paid or distributed, the company shall bear the obligation of differential payment.
(3) Liquidity support: the special plan manager accepts the application for opening and exit of priority asset-backed securities during the opening and exit registration period. For the priority asset-backed securities that apply for opening and exit and are confirmed but not successfully resold, the company will purchase these priority asset-backed securities.
(4) Arrangement of preemptive right: Shanghai Yunyi Industrial Co., Ltd. or a wholly-owned subsidiary of other companies (hereinafter referred to as “preemptive right holder”) is the preemptive right holder and has the right to acquire the subject matter of preemptive right (including the equity of the project company directly or indirectly held by Citic Securities Company Limited(600030) on behalf of the special plan and the creditor’s rights and property assets of the project company), In order to maintain these rights, the preemptive right holder shall pay the right maintenance fee to the special plan account on the right maintenance fee payment date.
(5) Mortgage and pledge arrangement: after the issuance of the special plan is completed, Citic Securities Company Limited(600030) represents the special plan to enjoy the creditor’s rights to the project company. In order to ensure the repayment of the principal and interest of the debt, the project company provides pledge guarantee with the operating income of the target assets, and the project company provides mortgage guarantee with the target assets.
The underlying assets, specific scale, duration, credit enhancement measures and other relevant elements of the current special plan may be adjusted according to the requirements of regulatory authorities or market demand.
3、 Sale of underlying assets and equity transactions
(I) counterparty
The transferee of relevant interests in this transaction is a wholly-owned subsidiary of special purpose under the special plan. The transferee will acquire all the equity of the project company from Shanghai Yunda. The project companies involved in the issuance of this special plan include Changsha yunbida e-commerce Co., Ltd. (hereinafter referred to as “Changsha yunbida”) and Xi’an yunbida e-commerce Co., Ltd. (hereinafter referred to as “Xi’an yunbida”).
At present, the special plan has not been established.
(II) subject matter of transaction
The transaction targets involved in the issuance of this special plan are 100% equity of Changsha yunbida and Xi’an yunbida. The details are as follows:
1. Changsha yunbida
Registered capital: RMB 3 million
Date of establishment: October 27, 2017
Legal representative: Xu Jianwen
Address: South of Jinyang Avenue and east of Niulu Road, Liuyang Economic Development Zone
Main business: development and construction of e-commerce platform; Enterprise management consulting services; Information technology consulting services; Conference services; Exhibition services; Loading, unloading and handling (except sand and gravel); Advertising production services, publishing services and Chinese agency services; House leasing; estate management; Goods storage (excluding dangerous chemicals and monitored products); Warehouse management services.
Financial data: as of December 31, 2020, Changsha yunbida had total assets of 2797068 million yuan, total liabilities of 2837128 million yuan and net assets of -4.060 million yuan. From January to December 2020, Changsha yunbida had operating income of 5.5738 million yuan, total profit of -6.6763 million yuan, net profit of -5.064 million yuan and net cash flow from operating activities of 252915 million yuan. (the above data has been audited)
As of September 30, 2021, Changsha yunbida had total assets of 2877495 million yuan, total liabilities of 2856774 million yuan and net assets of 2.0721 million yuan. From January to September, 2021, Changsha yunbida had operating income of 237701 million yuan, total profit of 8.1046 million yuan, net profit of 6.0782 million yuan and net cash flow from operating activities of 336065 million yuan. (the above data has not been audited)
2. Xi’an yunbida
Registered capital: RMB 3 million
Date of establishment: August 28, 2017
Legal representative: Duan Siyuan
Address: West of Guihua 1st Road, Shilipu Village Industrial Park, xiehu Town, Lantian County, Xi’an City, Shaanxi Province
Main business: Internet sales (except sales of goods requiring license); Supply chain management services; China cargo transportation agency; General cargo warehousing services (excluding hazardous chemicals and other items requiring approval); Handling; Housing lease; Non residential real estate leasing; Car Rental; Mechanical equipment leasing; estate management; Information consulting services (excluding licensed information consulting services); Information technology consulting services; Socio economic advisory services; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Marketing planning; Corporate image planning; Conference and exhibition services; Advertising design and agency; Advertising production; Advertising release (non radio, television and newspaper publishing units).
Shareholders: Shanghai Yunda holds 100% equity of Xi’an yunbida
Main assets: storage and logistics infrastructure of xuejiahe village, xiehu Town, Lantian County, Xi’an
Financial data: as of December 31, 2020, Xi’an yunbida had total assets of 333742300 yuan, total liabilities of 336388000 yuan and net assets of -2645700 yuan. From January to December 2020, Xi’an yunbida had operating income of 3.66 million yuan, total profit of -3858600 yuan, net profit of -2894400 yuan and net cash flow from operating activities of 576104 million yuan. (the above data has been audited)
As of September 30, 2021, Xi’an yunbida had total assets of 3472481 million yuan, total liabilities of 344551 million yuan and net assets of 2.7431 million yuan. From January to September, 2021, Xi’an yunbida had operating income of 250222 million yuan, total profit of 7.1861 million yuan, net profit of 5.3888 million yuan and net cash flow from operating activities of 287936 million yuan. (the above data has not been audited)
(III) transaction pricing
The company will hire a qualified evaluation agency to evaluate the property assets and / or the equity of the project company, and use this as the pricing basis to negotiate the fair price with the transferee, with a total transaction amount of no more than 1 billion yuan.
(IV) main terms of the transaction contract
The company has not signed a contract related to this transaction with the counterparty.
(V) other arrangements involving the sale of assets
1. This transaction does not involve personnel placement.
2. Lease situation
Wholly owned subsidiaries of the company (and / or other external tenants) rent according to the market price.
3. As a property operation service organization, Shanghai Yunwei Industrial Co., Ltd. is responsible for the daily operation of warehousing and logistics distribution held by the project company.
4. After the issuance and establishment of the special plan, the underlying assets still belong to the scope of the company’s consolidated statements.
4、 Impact on the company
Through the operation of asset securitization, the company is conducive to revitalize the stock assets, broaden financing channels and promote the operation and development of the company. It has no significant impact on the normal production and operation of the company and will not damage the interests of the company and its shareholders.
5、 Approval and other procedures to be performed for this transaction
Up to now, the transaction documents related to this special plan have not been signed; After the issuance of the special plan is completed, it shall be reported to the China Securities Investment Fund Association for the record; According to the authorization completed by the board of directors and the general meeting of shareholders, the management of the company can adjust the transaction structure of the special plan according to the actual needs; As an innovative asset operation mode, the smooth implementation of the special plan will also be affected by multiple factors such as policy environment and market interest rate level. Therefore, there may be some uncertainty in the issuance of the special plan. Please pay attention to investment risks. The company will timely disclose the progress of the issuance of the special plan in accordance with the provisions of relevant laws and regulations.
6、 Relevant authorization
According to the proposal on asset securitization of wholly-owned subsidiaries deliberated and adopted at the fourth extraordinary general meeting of the company in 2020, in order to ensure the smooth and efficient progress of the special plan, the management of the company or its authorizer has been authorized to handle all matters related to the issuance of the special plan, including but not limited to:
1. To the extent permitted by laws and regulations, formulate the specific issuance plan of this special plan, revise and adjust the issuance terms and other matters according to the market conditions and the needs of the company, including but not limited to the specific issuance scale, term, interest rate or its determination method, issuance time, whether to issue by stages, number of issuance periods All matters related to the issuance terms of this special plan, such as the issuance scale of each period, the term and method of principal and interest repayment;
2. Hire plan managers, sales agencies and other intermediaries who provide services for the issuance of the special plan to handle matters related to the special plan;
3. Handle the declaration involved in the issuance of the special plan and the transaction and circulation after the issuance, including but not limited to signing, executing, modifying and completing all necessary documents, contracts, agreements, contracts and other necessary procedures related to the issuance of the special plan and the transaction and circulation after the issuance;
4. In case of any change in the regulatory authorities’ policies on the issuance of special plans or changes in market conditions, the specific scheme of the special plan shall be adjusted accordingly according to the new policies and regulations of the regulatory authorities and the actual situation, except for the matters that shall be re voted by the general meeting of shareholders or the board of directors according to the relevant laws, regulations and the articles of association of the company; 5. Handle other matters related to this special plan;
6. This authorization is valid from the date of deliberation and approval by the board of directors of the company to the date of completion of the above authorized matters.
