Securities code: Huabao Flavours & Fragrances Co.Ltd(300741) securities abbreviation: Huabao Flavours & Fragrances Co.Ltd(300741) Announcement No.: 2022012 Huabao Flavours & Fragrances Co.Ltd(300741)
Announcement on the acquisition of part of the equity of Shanghai Yifang
The company and all members of the board of directors except Mr. Lin Jiayu guarantee that there are no false records, misleading statements or major omissions in the contents of the announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of the contents.
1、 Transaction overview
(I) basic information of the transaction
1. Previous transactions
On August 9, 2021, Huabao Flavours & Fragrances Co.Ltd(300741) (hereinafter referred to as “the company”) purchased 40.00% equity of Shanghai Yifang Agricultural Technology Co., Ltd. (hereinafter referred to as “Shanghai Yifang”, “target company” and “target company”) from Shanghai Rongrong Business Consulting Co., Ltd. and Shanghai Xuri enterprise Management Consulting Co., Ltd. with RMB 180 million in cash, Shanghai Yifang became a joint-stock subsidiary of the company. The transaction did not meet the review criteria of the board of directors and did not need to be reviewed by the board of directors of the company.
2. This transaction
Based on the company’s strategic planning and business development needs, the company held the 23rd Meeting of the second board of directors on March 8, 2022 and agreed to purchase 27% equity of Shanghai Yifang from Shanghai Keli Enterprise Management Consulting Co., Ltd., Shanghai Hanying Investment Co., Ltd. and Shanghai runkai Investment Co., Ltd. in cash of 121.5 million yuan. On the same day, the company signed the share transfer agreement. After the completion of this transaction, the company’s shareholding in Shanghai Yifang will reach 67%, and Shanghai Yifang will become the holding subsidiary of the company and be included in the scope of the company’s consolidated statements.
(II) review
On March 8, 2022, the company held the 23rd Meeting of the second session of the board of directors. With 8 votes in favor, 0 votes against and 0 abstentions, the proposal on acquiring part of the equity of Shanghai Yifang was considered and adopted. According to the relevant provisions of Shenzhen Stock Exchange gem Stock Listing Rules and the articles of association, this transaction is within the decision-making authority of the board of directors of the company, It is not necessary to submit it to the general meeting of shareholders for deliberation and approval.
(III) other matters
The company’s cash acquisition of 27% equity of Shanghai Yifang does not involve related party transactions, and does not constitute a major asset restructuring as stipulated in the administrative measures for major asset restructuring of listed companies. There are no major legal obstacles to the implementation of this transaction.
2、 Basic information of the counterparty
(I) introduction to the counterparty
1. Shanghai Keli Enterprise Management Consulting Co., Ltd
Shanghai Keli Enterprise Management Consulting Co., Ltd. holds 29772100 shares of the target company, accounting for 297721% of the total shares of the target company. The basic information is as follows:
Nature of enterprise: limited liability company (foreign investment, non sole proprietorship)
Registered address: room 207-c9, No. 77, Yanji Middle Road, Yangpu District, Shanghai
No. 882, Xinhang Road, Minhang District, Shanghai
Legal representative: Huang Jinrong
Registered capital: 10 million yuan
Unified social credit Code: 91310000ma1gd3by06
Main business: enterprise management; Information consulting services, etc.
Major shareholders:
No. shareholders’ subscribed capital contribution amount (10000 yuan) contribution proportion
1 Qian Xiao 999.90 99.99%
2 Qian Rong 0.10 0.01%
Total 1 Tcl Technology Group Corporation(000100) %
Shanghai Keli Enterprise Management Consulting Co., Ltd. has no implementation of dishonesty.
2. Shanghai Hanying Investment Co., Ltd
Shanghai Hanying Investment Co., Ltd. holds 1637600 shares of the target company, accounting for 1.6376% of the total shares of the target company. The basic information is as follows:
Nature of enterprise: limited liability company (invested or controlled by natural person)
Registered address: room 104, No. 1258, Xinbin Road, Maogang Town, Songjiang District, Shanghai
Main office location: room 104, No. 1258, Xinbin Road, Maogang Town, Songjiang District, Shanghai
Legal representative: Xu Weiming
Registered capital: 4.435 million yuan
Unified social credit Code: 91310117554344999d
Main business: industrial investment, investment management and consulting.
Major shareholders:
No. shareholders’ subscribed capital contribution amount (10000 yuan) contribution proportion
Qian Xiao 331.50 74.75%
2 Zhou Wei 40.00 9.02%
3 Xu Yuying 20.00 4.51%
4 cases Jinping 15.00 3.38%
5 Xu Weiming 10.00 2.25%
6 Rong Yuejie 8.00 1.80%
7 Liyang 8.00 1.80%
8 Luman 5.00 1.13%
9 Gu Yidong 3.00 0.68%
10 weeks Yiming 3.00 0.68%
Total 443.50 100%
Shanghai Hanying Investment Co., Ltd. has no implementation of dishonesty.
3. Shanghai runkai Investment Co., Ltd
Shanghai runkai Investment Co., Ltd. holds 1599800 shares of the target company, accounting for 1.5998% of the total shares of the target company. The basic information is as follows:
Nature of enterprise: limited liability company (invested or controlled by natural person)
Registered address: room 103, No. 1258, Xinbin Road, Maogang Town, Songjiang District, Shanghai
Main office location: room 103, No. 1258, Xinbin Road, Maogang Town, Songjiang District, Shanghai
Legal representative: Qian Xiao
Registered capital: 4.33 million yuan
Unified social credit Code: 913101175543408912
Main business: industrial investment, investment management consulting.
Major shareholders:
No. shareholders’ subscribed capital contribution amount (10000 yuan) contribution proportion
1 qianxiao 385.50 89.03%
2 Cao Jiaping 20.00 4.62%
3 yuan Kewen 20.00 4.62%
4 Hong Yongxiu 3.00 0.69%
5 Wang Jiaqi 3.00 0.69%
6 xu Guohua 1.50 0.35%
Total 433.00 100%
Shanghai runkai Investment Co., Ltd. has no dishonesty.
(II) relationship between the counterparty and the company
The above-mentioned counterparties and the company are the shareholders of the target company. In addition, they have no other relationship with the company, the top ten shareholders and directors, supervisors and senior managers of the company in terms of property rights, business, assets, creditor’s rights and debts, personnel, etc.
3、 Basic information of transaction object
Founded in 1999, Shanghai Yifang is a high-tech enterprise integrating vegetable and fruit planting and processing, R & D and sales of fruit and vegetable products. In recent years, it has been successively recognized as “key leading enterprise of Shanghai agricultural industrialization”, “small giant enterprise of Shanghai Science and technology”, “demonstration enterprise of national export food quality and safety demonstration zone”, “enterprise technology center of Songjiang District”, etc. Jiangxi Yifang Agricultural Technology Co., Ltd., a subsidiary of Jiangxi Yifang Agricultural Technology Co., Ltd., is a high-tech enterprise integrating planting, production, R & D and sales. It has successively won the titles of “national advanced private enterprise in the targeted poverty alleviation action of ‘ten thousand enterprises helping ten thousand villages’,” 2018 Jiangxi specialized small giant enterprise “and” 2018 Jiangxi specialized special new small and medium-sized enterprise “.
(I) the basic information of Shanghai Yifang is as follows:
Company name: Shanghai Yifang Agricultural Technology Co., Ltd
Unified social credit Code: 9131 Zte Corporation(000063) 1343915c
Registered capital: 100 million yuan
Legal representative: Huang Jinrong
Date of establishment: January 7, 1999
Company domicile: No. 1258, Xinbin Road, Maogang Town, Songjiang District, Shanghai
Enterprise type: joint stock limited company (joint venture between Taiwan, Hong Kong, Macao and China, unlisted)
Main business scope: agricultural technology promotion and consulting services, fruit and vegetable planting; Research and development of food additives; Food production, etc.
Up to now, Shanghai Yifang has not provided financial assistance to others or provided guarantees to third parties other than its holding subsidiaries, and has not been implemented in breach of faith. There are no provisions restricting shareholders’ rights other than laws and regulations in the articles of association and other documents of Shanghai Yifang. It has no business dealings with Shanghai Keli Enterprise Management Consulting Co., Ltd., Shanghai Hanying Investment Co., Ltd. and Shanghai runkai Investment Co., Ltd. After the completion of this transaction, the company does not provide financial assistance to the counterparty in the form of operating capital transactions.
(II) equity structure of Shanghai Yi before and after the transaction:
1. Equity structure of Shanghai Yifang before this transaction
Before this transaction, the equity structure of Shanghai Yifang was as follows:
No. shareholder name number of shares (shares) shareholding ratio (%)
1 Huabao Flavours & Fragrances Co.Ltd(300741) 40,000000 400000
2 Shanghai Keli Enterprise Management Consulting Co., Ltd. 297721 Chengdu Tianjian Technology Co.Ltd(002977) 21
3 Ronggang group (Hong Kong) Limited 269905 Meisheng Cultural & Creative Corp.Ltd(002699) 05
4 Shanghai Hanying Investment Co., Ltd. 16376001.6376
5 Shanghai runkai Investment Co., Ltd. 15998001.5998
Total 1000 Ping An Bank Co.Ltd(000001) 000000
2. Equity structure of Shanghai Yifang after the completion of this transaction
After this transaction, the equity structure of Shanghai Yifang is as follows:
No. shareholder name number of shares (shares) shareholding ratio (%)
1 Huabao Flavours & Fragrances Co.Ltd(300741) 67,000000 670000
2 Shanghai Keli Enterprise Management Consulting Co., Ltd. 38721003.8721
3 Ronggang group (Hong Kong) Limited 269905 Meisheng Cultural & Creative Corp.Ltd(002699) 05
4 Shanghai Hanying Investment Co., Ltd. 10812001.0812
5 Shanghai runkai Investment Co., Ltd. 10562001.0562
Total 1000 Ping An Bank Co.Ltd(000001) 000000
(III) business of Shanghai Yifang
Shanghai Yifang covers the industrial chain from upstream fruit planting to downstream food deep processing. Its main products include more than 300 jam, fruit grains, dessert accessories and preserved fruits
