Securities code: 002207 securities abbreviation: Xinjiang Zhundong Petroleum Technology Co.Ltd(002207) Announcement No.: 2021-056 Xinjiang Zhundong Petroleum Technology Co.Ltd(002207)
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
1、 Transaction overview
On December 29, 2021, Xinjiang Zhundong Petroleum Technology Co.Ltd(002207) (hereinafter referred to as "the company" or "the parent company"), the 36th (Interim) meeting of the sixth board of directors deliberated and adopted the proposal on disposing of quasi oil Tianshan by means of packaged transfer of equity and creditor's rights. The company signed the sale and purchase agreement (hereinafter referred to as "the agreement") with Murat munay Service Co., Ltd. (hereinafter referred to as "Murat company") ）， The 100% equity and 100% creditor's rights (hereinafter referred to as "target assets") of the wholly-owned subsidiary quasi oil Tianshan Petroleum Service Co., Ltd. (hereinafter referred to as "quasi oil Tianshan") are transferred in package at the price of USD 232 (about RMB 1538). This transaction does not constitute a related party transaction or the measures for the administration of major asset restructuring of listed companies Major asset restructuring as required. According to the stock listing rules of Shenzhen Stock Exchange, the articles of association and the investment management system, this transaction does not need to be submitted to the general meeting of shareholders for deliberation.
2、 Basic information of counterparty
1. Basic information of counterparty
Company name: Murat munay Service Co., Ltd
Date of establishment: November 7, 2021
Registered capital: 1000 tenge
Legal representative: nurtaza gulsim（ НУРТАЗА ГУЛСИМ)
Major shareholder: nurtaza gulsim（ НУРТАЗА ГУЛСИМ)
Business License Registration No.: 211140007869
Nature of enterprise: limited liability company
Registered address: No. 1, building 3, energy street, kapshagai City, Almaty, Kazakhstan
Business scope: oil and gas exploration services; Supplementary education services; Other types of publications; Retail stores; Textile manufacturing; Other technologies and textile manufacturing; Manufacturing of other fabrics; Modify clothing, hats and textile department stores; Other business activities permitted by law; Civil and industrial buildings; Production and sales of building materials; Foreign trade; Intermediary services; Commercial activities; advertisement; Printing services; Hotel services; Indoor and outdoor design; Repair and maintenance of office equipment, household equipment and electrical appliances; Software development, implementation and maintenance; Production and sales of consumer goods; Construction and maintenance of industrial and civil buildings; Production, procurement, storage and processing of Shenzhen Agricultural Products Group Co.Ltd(000061) ; Production, distribution and sales of non-alcoholic products; Public catering, including the establishment of canteens, cafes, bars, restaurants, etc; Network construction of shopping malls and shopping centers; Production and sales of baked products, dairy products and sausages; Real estate services; Other business activities that do not violate the laws of Kazakhstan. 2. Description of related relationship: the shareholder and actual controller of Murat company is nurtaza gulsim, a natural person of the Republic of Kazakhstan (born on March 1964 * *, tax ID number 6403****3772, ID card number 039***113, home address: * Oman Avenue, Almaty, Kazakhstan, * *. The company has verified that there is no relationship between MURAT company and the top ten shareholders of the company and the company in terms of property rights, business, assets, debt, debt, personnel, etc. Other relationships that may or have caused the company to favor its interests. Murat company issued a written statement that it has no relationship with shareholders holding more than 5% of the company, actual controllers, directors, supervisors and senior managers.
3. Main financial data of the latest year
Murat has been established for less than one year, has not carried out relevant business, and has no financial data.
3、 Basic information of transaction object
1. Overview of underlying assets
(1) Equity: approved at the second meeting of the Fourth Board of directors on February 5, 2013, quasi youtianshan was registered and established in Aktau City, Mangistau Prefecture, Kazakhstan on July 15, 2013, with an initial registered capital of US $100000; approved at the 14th meeting of the Fourth Board of directors on May 16, 2014, the capital increase of US $4.9 million was completed on November 20, 2014 Yuan. The total investment of the parent company is equivalent to RMB 30.676 million.
(2) Creditor's rights: since the establishment of quasi oil Tianshan, the parent company has successively provided support for its production and operation through purchasing equipment, materials, leasing equipment, working capital loans, etc. during this period, quasi oil Tianshan has repaid part of the loans and current accounts, and part of the loans due have been registered with the foreign exchange administration department and have gone through the extension procedures. As of November 30, 2021, quasi oil Tianshan has The principal owed to the parent company is USD 15799517.09, equivalent to RMB 102571822.89 (including interest, exchange loss, etc., listed in the "other receivables" title).
(3) The property rights of the subject assets are clear, there is no mortgage, pledge or restriction on transfer, there is no major dispute, litigation, arbitration or judicial measures such as seizure and freezing, and there are no other circumstances that hinder the transfer of ownership.
(4) Since the operation of quasi oil Tianshan has not improved, in 2019, the parent company made full provision for impairment of long-term equity investment formed by investing in quasi oil Tianshan and non dynamic current accounts receivable and borrowings. Up to now, the book value of the underlying asset is 0 yuan.
2. Subject company information
(1) Basic information
Company name: zhunyou Tianshan Petroleum Service Co., Ltd
Date of establishment: July 15, 2013
Registered capital: 901263000 tenge (the historical contribution of the parent company is denominated in US dollars, totaling about 30676040.00 yuan)
Legal representative: Zhang Chenwei
Business License Registration No.: 130740011422
Nature of enterprise: limited liability company
Registered address: Building 8, zone 5a, Aktau City, mangystau Prefecture, Kazakhstan 130000
Major shareholders: the company holds 100%
Business scope: repair and technical maintenance of other machines and special equipment; Laying pressurized pipeline and transporting general commodities, Transportation of dangerous goods (Level 3); retail purified oil (sales are limited by corresponding automobile gas stations); technical maintenance of oil field; technical maintenance and correction of inspection and measuring instruments; consultation on oil exploitation process; development of process technology to improve oil production of oil reservoir; research and promotion of new oil field technology; general contractor in the field of construction and design of petrochemical engineering facilities (Level 2); general contractor in the field of building construction and design (Level 3); professional contractor in the field of anti-corrosion and thermal insulation protection (Level 2); professional contractor in the field of construction and design of electric energy transmission and conversion facilities (Level 2); professional contractor in the field of construction and design of natural protection facilities (Level 2); sales of production products, motor products, computers and auxiliary equipment; general contractor in the field of highway trunk line construction (Level 3); professional contractor in the field of fire-fighting facilities construction (Level 3); general contractor in the field of municipal public facilities construction (Level 3); independent and agent import and export of various commodities and technologies; real estate business and housing construction projects; mining technology construction projects.
(2) Main financial data of the latest year and period:
Unit: Yuan
Base date December 31, 2020 September 30, 2021
(audited) (Unaudited)
Total assets 4249612.953853141.84
Total liabilities 104146250.55104128744.24
Net assets -99896637.60-100275602.40
Period 2020 January September 2021
(audited) (Unaudited)
Operating income 00
Total profit -9619159.42-1757774.31
Net profit -9619159.42-1757774.31
Net profit attributable to owners of parent company -9619159.42-382951.05
Net cash flow from operating activities -17164374.38-250095.43
(3) Other instructions
In addition to the above liabilities to the parent company formed by quasi oil Tianshan in the course of operation in previous years, the company has not provided guarantee for quasi oil Tianshan, has not entrusted quasi oil Tianshan with financial management, and quasi oil Tianshan has not provided financial assistance to others in a disguised form.
4、 Main contents of transaction agreement
Buyer: Murat munay Service Co., Ltd
Seller: Xinjiang Zhundong Petroleum Technology Co.Ltd(002207)
1. Purchase price
The seller sells its 100% equity and 100% creditor's rights in the subject company in USD 232 (two hundred and thirty-two), including all applicable taxes (hereinafter referred to as "purchase price"). The total amount payable by the buyer for the purchase of equity is US $116.00 (one hundred and sixteen dollars); the total amount payable by the buyer for the purchase of creditor's rights is US $116.00 (one hundred and sixteen dollars).
2. Payment
The buyer shall pay in full by bank transfer within 5 working days after the contract takes effect.
3. Closing conditions
(1) The buyer shall know the financial and economic activities of the subject company when signing the contract.
(2) Obtained: the decision on the transaction under this agreement passed by the seller's board of directors in accordance with Chinese laws.
(3) No material adverse change event has occurred.
(4) The buyer and the subject company have properly registered with the national bank or other banks in accordance with the laws of Kazakhstan, and have provided the seller with the necessary documents to prove that they have completed the above registration.
(5) The buyer has properly registered the change of ownership of one hundred percent (100%) of the equity of the subject company in accordance with the laws of Kazakhstan, and has provided the seller with the necessary documents to prove that it has completed the above registration.
(6) The Seller guarantees that 100% of the equity of the subject company has not been sold, pledged, disputed or seized to anyone until the completion of the performance of this agreement.
(7) The manager of the subject company (Zhang Chenwei, born on *, 19 * *) has voluntarily resigned from the subject company, there is no claim against the subject company, and all matters related to compensation have been completely settled and paid. (8) Each party shall use its best efforts to complete and promote the completion of the conditions agreed in the agreement as soon as practicable, in any case no later than 30 working days after the contract takes effect, and each of the above conditions shall be immediately notified to the other parties by mail or other appropriate means.
4. Closing
(1) At the closing, each party shall properly deliver all documents to the other party, which shall be signed and confirmed by the representatives of both parties. (2) each party undertakes to inform the other party immediately and completely by e-mail when it becomes aware of any situation that constitutes or may constitute a breach of its respective obligations under this agreement.
5. Assignment and subcontracting
(1) Unless otherwise expressly provided in this agreement, neither party shall transfer or intend to transfer all or part of the benefits of this agreement or their respective rights or interests under this Agreement without the prior written consent of the other parties. (2) Unless otherwise expressly provided in this agreement, neither party shall enter into any agreement or interest in this agreement in whole or in part without the prior written consent of the other party (including equity and creditor's rights, the same below) or the interests related to any part of the interests or their respective rights or interests related to the interests or any part of the interests under this agreement grant any security interest, make relevant trust declaration or reach an arrangement to agree to hold the above interests on trust for others.
6. Costs and expenses
Unless otherwise expressly provided in this agreement, each party to this Agreement shall pay its own taxes.
5、 Other arrangements involving the sale of assets
1. At present, there are still three local employees in quasi oil Tianshan, all of whom work part-time, and voluntarily leave the company after this settlement; Meanwhile, the leased houses and sites in the early stage of quasi oil Tianshan have been withdrawn before the transfer. This transaction does not involve personnel resettlement and land lease.
2. After the completion of this transaction, it will not lead to horizontal competition with related parties
