Securities code: Shandong Sun Paper Co.Ltd(002078) securities abbreviation: Shandong Sun Paper Co.Ltd(002078) Announcement No.: 2022011 Shandong Sun Paper Co.Ltd(002078)
About the acquisition of 100% equity of Guangxi Liujing Chengquan Investment Co., Ltd. by a wholly-owned subsidiary
Supplementary announcement
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and there are no false records, misleading statements or major omissions.
Shandong Sun Paper Co.Ltd(002078) (hereinafter referred to as " Shandong Sun Paper Co.Ltd(002078) " or "the company") was published in the securities times, Securities Daily, Shanghai Securities News, China Securities News and cninfo (www.cn. Info. Com. CN.) on February 26, 2022 The announcement on the acquisition of 100% equity of Guangxi Liujing Chengquan Investment Co., Ltd. by a wholly-owned subsidiary (Announcement No.: 2022009) was disclosed, Nanning Shandong Sun Paper Co.Ltd(002078) Co., Ltd. (hereinafter referred to as "Nanning Shandong Sun Paper Co.Ltd(002078) "), a wholly-owned subsidiary of the company, plans to acquire 100% equity of Guangxi Liujing Chengquan Investment Co., Ltd. (hereinafter referred to as "Liujing Chengquan") held by Guangxi hongruitai pulp Co., Ltd. (hereinafter referred to as "hongruitai paper") for RMB 150 million.
In order to facilitate investors to further understand the relevant situation, the relevant information of this acquisition is hereby supplemented and announced as follows:
1、 Introduction to Guangxi Liujing Chengquan Investment Co., Ltd. (hereinafter referred to as "Liujing Chengquan")
Guangxi Liujing Chengquan Investment Co., Ltd. was wholly-owned and registered by hongruitai paper on February 14, 2022. The registered capital is RMB 1 billion, the unified social credit code is 91450181ma7hpjj55u, the legal representative is Liu Chengguan, and the residence is room 010104, Jingchun Road, Liujing Industrial Park, Nanning (Science and technology enterprise incubation Center) and the production building of Kai science and technology park.
According to the civil ruling numbered (2021) GUI 0127 Po No. 1-4 issued by the people's Court of Hengzhou City, Guangxi Zhuang Autonomous Region on December 28, 2021, hongruitai Paper Co., Ltd. has become the sole reorganization investor of Nanning Yanqing pulp Co., Ltd. and Nanning Qishun Paper Co., Ltd. (hereinafter collectively referred to as "bankrupt enterprise") Shandong Sun Paper Co.Ltd(002078) plans to reach an agreement with hongruitai paper through Nanning Shandong Sun Paper Co.Ltd(002078) to obtain the existing land, plant, equipment and facilities of the bankrupt enterprise. Hongruitai paper agreed to establish the target company liujingchengquan to undertake the land, plant, equipment and facilities and other assets of the bankrupt enterprise. After liujingchengquan obtained the ownership of these assets, Nanning Shandong Sun Paper Co.Ltd(002078) immediately transferred 100% equity of the target company from hongruitai paper.
2、 Notes on the pricing of this transaction
(I) project background
The bankrupt enterprise signed a lease agreement with hongruitai paper in September 2018. Hongruitai paper leased and used the land, plant and other supporting facilities in production and living areas of the bankrupt enterprise. Since 2018, hongruitai paper has continued to operate the above factories independently, transformed, repaired and continuously utilized relevant equipment and facilities, and built some production facilities.
Shandong Sun Paper Co.Ltd(002078) plans to build Shandong Sun Paper Co.Ltd(002078) Nanning project based on the existing land, plant, equipment and facilities of the bankrupt enterprise and the continuous operation background of hongruitai paper in the past few years, so as to carry out production and operation of relevant projects as soon as possible. Relevant arrangements have been strongly supported by Nanning municipal government and relevant departments.
(II) transaction pricing
According to the civil ruling numbered (2021) GUI 0127 Po No. 1 and (2021) GUI 0127 Po No. 2 made by the people's Court of Hengzhou City, Guangxi Zhuang Autonomous Region on November 12, 2021, the bankrupt enterprise was transferred to the bankruptcy reorganization procedure. Subsequently, the civil ruling numbered (2021) GUI 0127 Po No. 1-4 and its annexes made it clear that hongruitai paper was the sole reorganization investor, Hongruitai paper's offer for the acquisition of all restructured assets of bankrupt enterprises (i.e. excluding creditor's rights, debts, personnel wages and social security) is RMB 1 billion.
Nanning Shandong Sun Paper Co.Ltd(002078) plans to acquire the land, real estate, equipment and facilities and other assets transferred from the original bankrupt enterprise to the target company by purchasing 100% equity of the target company for a consideration of RMB 1.5 billion, without participating in the handling of creditor's rights and debts, employee labor relations or other matters related to the bankrupt enterprise, so that Shandong Sun Paper Co.Ltd(002078) can give full play to its advantages in talents, technology and so on, Revitalize relevant assets with high efficiency, and continue to carry out production and operation and new project construction with the fastest speed and without obstacles.
(III) explanation on the basis of pricing and fairness and rationality of this transaction
On February 25, 2022, Shandong Sun Paper Co.Ltd(002078) held the fourth meeting of the eighth board of directors, deliberated and adopted the proposal on the acquisition of 100% equity of Guangxi Liujing Chengquan Investment Co., Ltd. by a wholly-owned subsidiary.
On February 25, 2022, Nanning Shandong Sun Paper Co.Ltd(002078) and hongruitai paper signed the equity transfer agreement on the acquisition of 100% equity of Liujing Chengquan. On the day of signing, both parties to the transaction completed various pre-approval of relevant equity transfer with the strong support and cooperation of relevant approval government departments of Nanning; On February 26, 2022, Liujing Chengquan received the business license after the equity change.
On February 26, 2022, the company signed the strategic cooperation framework agreement with Nanning Municipal People's Government of Guangxi Zhuang Autonomous Region, which agreed that Shandong Sun Paper Co.Ltd(002078) invest in the construction of "5.25 million tons per year Forest Pulp paper integration and supporting industrial park project" (hereinafter referred to as "Nanning project") in Nanning Shandong Sun Paper Co.Ltd(002078) has invested and established a wholly-owned subsidiary in Nanning. Nanning Shandong Sun Paper Co.Ltd(002078) will be the main body of Nanning project implementation. According to the strategic cooperation framework agreement, the total investment of Nanning project is about 20 billion yuan. It will build a forest pulp paper integration and supporting industrial park project with an annual output of 5.25 million tons, mainly producing high-grade packaging paper, plastic substitute paper, coated paper, double offset paper, special paper-based new materials, pulp and other products, as well as upstream and downstream packaging, printing, paper deep processing, intelligent storage, wharf Logistics and other supporting projects; Nanning Municipal People's government promises to provide convenience for the project and ensure the land use of the project under the condition of complying with relevant national laws, regulations and Nanning policies. For details, please refer to http://www.cn.info.com.cn.cn on February 28, 2022 And the announcements on the securities times, Securities Daily, Shanghai Securities News and China Securities News, with the announcement number of 2022010.
According to the progress arrangement of relevant matters, Nanning Shandong Sun Paper Co.Ltd(002078) and hongruitai paper will hand over the relevant assets of Liujing Chengquan in the morning of March 1, 2022. The smooth handover of Liujing Chengquan assets marks the official launch of the company's Nanning project. The company's main assets include plant equipment (annual production capacity of 150000 tons of pulp and 200000 tons of paper), nearly 2000 mu of industrial land, energy consumption indicators, etc.
Nanning Shandong Sun Paper Co.Ltd(002078) will make every effort to revitalize Liujing, complete the existing assets, and realize the stable production of relevant paper machines and pulp lines in the shortest time under the full compliance with the requirements of environmental protection and safety.
At the same time, the production base of Liujing Chengquan has superior geographical location. The company will fully explore the geographical advantages of the production base. According to the strategic cooperation framework agreement, Nanning project will transform, expand and expand the capacity on the basis of the original plant and land, and the project construction of Forest Pulp paper integration and supporting industrial park with an annual output of 5.25 million tons is expected to further accelerate the implementation.
Based on the rapid revitalization of the original assets of Liujing Chengquan and the strong support of various preferential investment policies of the local government, Nanning Shandong Sun Paper Co.Ltd(002078) through the acquisition of Liujing Chengquan's equity, accelerated the implementation progress of Nanning project, which is conducive to the steady progress of Nanning project of Guangxi base and made the layout of production facilities of Guangxi base more reasonable; Nanning project of Guangxi base has comprehensive advantages such as geographical location, diversified raw materials and preferential policies. The smooth implementation of the project and the company's Shandong base, Laos base and Beihai project of Guangxi base further integrate and complement each other to form synergy, which will help the company build a complete raw material supply system and realize enterprise transformation and upgrading, Continuously improve the company's core competitiveness and sustainable development ability, and open up a broader growth space for the company.
With regard to the acquisition of 100% equity of liujingchengquan by the company's subsidiary, the company's management has fully and comprehensively investigated and understood that the company believes that the relevant assets have high potential for asset appreciation. The relevant acquisition is a key step in Shandong Sun Paper Co.Ltd(002078) promoting the rapid implementation of Nanning project. After the original relevant assets of liujingchengquan have been effectively revitalized by the company, The company preliminarily estimated that its asset value would not be less than 1.5 billion yuan. To sum up, after friendly negotiation between Nanning Shandong Sun Paper Co.Ltd(002078) and hongruitai paper, it was finally determined that the transfer price of the subject equity was 150 million yuan.
To sum up, the board of directors of the company believes that the transaction price of the assets won in this transaction is determined by the company through negotiation with the counterparty based on the company's on-site investigation. The pricing of this transaction complies with the provisions of relevant laws and regulations and the articles of association. The pricing is fair and the procedure is fair, and there is no damage to the interests of the listed company and shareholders.
3、 Filing documents
The people's Court of Hengzhou City, Guangxi Zhuang Autonomous Region made a civil ruling numbered (2021) GUI 0127 Po No. 1-4 on December 28, 2021.
It is hereby announced.
Shandong Sun Paper Co.Ltd(002078) board of directors March 1, 2002
