Stock Code: 300202 stock abbreviation: * ST Julong Announcement No.: 2021-101 Julong Co.Ltd(300202)
Announcement on solutions for illegal guarantee and capital occupation and related party transactions of the company’s controlling shareholders and actual controllers
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Overview of this transaction
1. The controlling shareholder and actual controller of Julong Co.Ltd(300202) (hereinafter referred to as “the company”), Anji Julong enterprise management consulting partnership (limited partnership), Liu Changqing, Zhou Suqin and Liu Yongquan proposed an asset compensation scheme to the company in order to solve the problems of illegal guarantee and capital occupation of the company. Specifically, the third party Hu Bing compensated the 80% equity (hereinafter referred to as the “underlying equity”) of Liaoning xistengke Information Technology Co., Ltd. (hereinafter referred to as the “target company” or “xistengke”) and the actual controller Liu Changqing for the lease right of the two villas under his name to the company, Used to repay the balance of funds occupied by the controlling shareholder and the actual controller of the company (hereinafter referred to as “this transaction”).
2. The company has hired an audit and evaluation institution to audit and evaluate the relevant offset assets, and recently issued a formal report. According to the assets appraisal report of the subject company (yzpbz [2021] No. 329) issued by Liaoning Yuanzheng Assets Appraisal Co., Ltd. with August 31, 2021 as the appraisal base date, the equity value of the subject company appraised by the income method is RMB 333120000.00 (in words: RMB 333 million one hundred and twenty thousand only). As of the date of this announcement, the capital occupation and illegal guarantee principal and interest of the controlling shareholder and actual controller amounted to 275113789.54 yuan. The compensation amount corresponding to the underlying equity is 266496000.00 yuan. After the completion of the underlying equity transaction, the compensation difference is 8617789.54 yuan.
The difference of the above subject equity compensation scheme, namely 8617789.54 yuan, is compensated by the actual controller Liu Changqing with the lease right of two villas under his name. The building numbers of the above two villas are F05 and C15. They are located in Viscount castle, Lafayette castle, Beiqijia Town, Changping District, Beijing, with a total construction area of 1010.00 square meters. The lease term is 20 years from April 30, 2021 to April 29, 2041.
According to the asset appraisal report of real estate lease right appraisal project issued by Tongzhi Xinde (Beijing) Asset Appraisal Co., Ltd. (Tongzhi Xinde pingbao Zi (2021) No. 020068), it is confirmed that the appraisal value of the real estate lease right of the above two villas is 10455200 yuan (in words: RMB ten million four hundred and fifty five thousand two hundred yuan only). After the completion of this transaction, the balance of illegal guarantee and capital occupation of the company by the controlling shareholder and the actual controller is 0 yuan.
3. The 27th meeting of the 4th board of directors of the company deliberated and adopted the proposal on solutions and related party transactions for illegal guarantee and capital occupation of the company by the controlling shareholders and actual controllers of the company. As this proposal involves the controlling shareholder and actual controller of the company to solve the problems of illegal guarantee and capital occupation of the company, and the third party Hu Bing is a spouse of the sister of the company’s director Mr. Cui Kai, according to the provisions of relevant laws and regulations, this transaction constitutes a connected transaction, and the connected directors Liu Yongquan, Zhang Nai and Cui Kai evade the voting of this proposal. The independent directors expressed their prior approval opinions and agreed independent opinions on the related party transactions. This transaction needs to be considered by the general meeting of shareholders of the company, and the related shareholders interested in the transaction will withdraw from voting.
4. This transaction does not constitute a major asset reorganization or listing as stipulated in the measures for the administration of major asset reorganization of listed companies, and does not require the approval of relevant departments.
2、 Basic information of counterparty
(i) Basic information of the third party
Hu Bing, ID number: 21030419********, not the dishonest executor, and his sister, Mr. Cui Kai’s sister.
（2） Basic information of related parties
Liu Changqing, the ID number: 2103191********, is the actual controller of the company, not the executor of dishonesty.
3、 Basic information of the subject matter of this transaction
(i) Liaoning xistengke Information Technology Co., Ltd
1. Company name: Liaoning xistengke Information Technology Co., Ltd
2. Unified social credit Code: 91210300394001128r
3. Type: other limited liability companies
4. Legal representative: Hu Bing
5. Registered capital: 11.477271 million yuan
6. Date of establishment: September 3, 2014
7. Business term: from September 3, 2014 to long term
8. Address: No. 368, Qianshan Road, hi tech Zone, Anshan City
9. Business scope: technical development and technical services of computer network information and software; Technology development, equipment manufacturing and technical services of smart home and Internet of things; Design, construction and technical services of building energy conservation engineering, intelligent engineering and security engineering; R & D, production and sales of mechanical and electrical products (excluding franchise); Sales of chemical products (excluding hazardous chemicals), office and industrial automation equipment. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments).
10. Name of shareholders, shareholding ratio and capital contribution of the subject company:
No. shareholder name shareholding ratio (%) capital contribution (10000 yuan)
1 Hu Bing 43.5644500
2 Hu Yuan Chunxiao 30.4951350
3 Anshan Huizhong Information Technology Service Center 13.0693150
4 Anshan advanced manufacturing innovation venture capital fund 4.347849.9009
Management Center (limited partnership)
5 Mao Yuyan 3.788243.4783
6 Beijing Haiju power venture capital center (Co., Ltd.) 3.788243.4783
Partnership)
7 Liu Xin 0.947110.8696
Total 100% 1147.7271
The target company is not a dishonest executee. Hu Bing, the third party, has arranged for the repurchase of other relevant shareholders’ equity of the target company before the debt satisfaction agreement officially takes effect, and the relevant equity transfer has been deliberated and approved by the general meeting of shareholders of the target company and signed the corresponding equity transfer agreement. The equity of the subject company involved in this transaction does not have mortgage, pledge, guarantee or other third-party rights, nor does it involve any dispute or litigation, nor does it have any restriction on its right of repayment due to seizure, freezing, etc.
11. Key financial data
According to the audit report of Liaoning xitengke Information Technology Co., Ltd. (dahuashen Zi [2021] No. 0016714) issued by Dahua Certified Public Accountants (special general partnership), the main financial data of the last two years of xitengke’s consolidated caliber are as follows:
Unit: Yuan
From January to August 2021, 2020 to 2019
Total assets 45829442.99383984.1228068700.68
Total liabilities 29414478.3129984024.1818851448.16
Operating income 24462829.4918031803.7516203349.50
Total profit 8207527.181677380.181442744.54
Net profit 8015004.74-817292.582408597.47
（2） 2 hotel villas F05 and C15, vicomburg
There are two single family villas, F05 and C15, Chateau Lafayette Viscount Hotel Villa, Beiqijia Town, Changping District, Beijing, with a total construction area of 1010.00 square meters. As of the benchmark date (April 30, 2021). The equity related to the house is shown in the table below:
Real estate construction
Order building property right lease acquisition house building surface preparation
Note: the use method of the certificate number is the annual layer product (M2)
No. right human way construction month
1. Viscount castle has not yet been leased by Liu Chang to live on the ground for 3515.00 yuan in 2014
Hotel type certificate processing residence, mixed year floor, ground building
Villa F05 lower 1 No
Villa on the 1st floor
Viscount castle on the ground 2 alone
2. The hotel has not yet been rented by Liu Chang. It is located on the 2014 floor of steel, building 495.00
Villa C15 certificate processing and house acquisition in the next year
Villa on the 1st floor
Total 1010.00
From the beginning of this year to the disclosure date of this announcement, the cumulative total amount of various transactions between the company and Liu Changqing (including other related persons controlled by the same subject or controlled by each other) was 3.593 million yuan, and the cumulative total amount of various transactions with Hu Bing (including other related persons controlled by the same subject or controlled by each other) was 0. 4、 Pricing policy and basis of this transaction
1. According to the assets appraisal report of the subject company (yzpbz [2021] No. 329) issued by Liaoning Yuanzheng Assets Appraisal Co., Ltd. with August 31, 2021 as the appraisal base date, the equity value of the subject company appraised by the income method is RMB 333120000.00 (in words: RMB 333 million one hundred and twenty thousand only). According to the agreement on debt repayment, Hu Bing compensated 80% of the equity of sittenko held by him to the company to solve the problems of illegal guarantee and capital occupation by the controlling shareholder and actual controller of the company. Therefore, the company does not need to pay consideration.
2、 According to the asset appraisal report of the real estate leasing right appraisal project (Tongzhi Xinde pingbao Zi (2021) No. 020068) of Tongzhi Xinde (Beijing) Asset Appraisal Co., Ltd., the appraisal value of the real estate leasing right of two villas under Liu Changqing’s name (the lease right term is from April 30, 2021 to April 29, 2041) is 10455200 yuan (in words: RMB ten million four hundred fifty five thousand two hundred). Liu Changqing, the actual controller, has paid the rent of 10.4552 million yuan at one time, so the company does not need to pay the rent.
5、 Main contents of debt satisfaction agreement I
(i) Main contents of debt satisfaction agreement
Party A: (hereinafter referred to as “the controlling shareholder and actual controller of the listed company”)
1. Anji Julong enterprise management consulting partnership (limited partnership)
2. Liu Changqing ID number: 2103191********
3. Liu Yongquan ID number: 2103021********
4. Zhou Suqin ID number: 2103191********
Party B: Julong Co.Ltd(300202) (hereinafter referred to as “listed company”)
Unified
