Suzhou Yangtze New Materials Co.Ltd(002652)
Announcement on the acquisition of other minority shareholders' equity and related party transactions of Suzhou Huilai City Service Co., Ltd
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、 Transaction overview
Suzhou Yangtze New Materials Co.Ltd(002652) (hereinafter referred to as " Suzhou Yangtze New Materials Co.Ltd(002652) " or "the company") intends to acquire 10.68% of the equity of other minority shareholders of Suzhou Huilai City Service Co., Ltd. (hereinafter referred to as "Suzhou Huilai"), with a transaction price of 15699683 yuan. After the acquisition, the company will hold 100% equity of Suzhou Huilai. This transaction does not constitute a major asset reorganization and will not lead to the change of the company's control according to the measures for the administration of major asset reorganization of listed companies.
The company held the 13th meeting of the 5th board of directors on December 31, 2021, and adopted the proposal on acquisition of other minority shareholders' equity and related party transactions of Suzhou Huilai City Service Co., Ltd. with 5 votes, 0 against and 0 abstention. The related directors implemented avoidance voting, and this transaction does not need to be submitted to the general meeting of shareholders for deliberation.
2、 Basic information of the counterparty
1. Qili (Shanghai) enterprise management partnership (limited partnership)
Unified social credit Code: 91310230ma1hhm9f7d
Registered address: Chongming district market supervision and Administration Bureau
Executive partner: Li Shu
Date of establishment: April 1, 2021
Business scope: general items: enterprise management, advertising design, production, agency, advertising release (non radio, television and newspaper publishing units), computer graphic design, marketing planning, business information consulting (excluding investment consulting), technical services, technical development, technical consulting, technical exchange, technology transfer, technology promotion, science and technology intermediary services, Translation services, warehousing services (except hazardous chemicals). (except for the items that must be approved according to law, the company shall independently carry out business activities according to law with its business license)
Ownership structure:
No. partner name type contribution method contribution amount (10000 yuan) proportion
1. Wang Hui's limited partner's monetary contribution is 30035.71%
2. Monetary contribution of Wang Gonghu limited partner 10011.90%
3. Shi Xuejuan's limited partner's monetary contribution is 10011.90%
4. Li Shu's general partner's monetary contribution is 809.52%
5. Qin Wei's limited partner's monetary contribution 505.95%
6. Luotao limited partner's monetary contribution 505.95%
7. Yu Wei's limited partner's monetary contribution 505.95%
8. Yang Kun's limited partner's monetary contribution 505.95%
9. Zhao Dan's limited partner's monetary contribution is 202.38%
10 Ho Chi Minh limited partner's monetary contribution 151.79%
11. Yang Yiqi's limited partner's monetary contribution 151.79%
12. Liu Jiajun's limited partner's monetary contribution is 101.19%
Total 840100%
Description of related relationship: Mr. Wang Gonghu, limited partner of Qili (Shanghai) enterprise management partnership (limited partnership) is the chairman of the company, Mr. Luo Tao is the director and deputy general manager of the company, Mr. Qin Wei is the director of the company, Ms. Zhao Dan is the Secretary of the board of directors, and Mr. Li shuxiansheng and Mr. Yang Kun are the assistant to the general manager of the company. Other partners are employees of the company's affiliated legal person.
2. CIC Jianye (Shenzhen) Finance Leasing Co., Ltd
Unified social credit Code: 91440300ma5dt5wl5j
Registered address: Room 201, building a, No. 1, Qianwan 1st Road, Qianhai Shenzhen Hong Kong cooperation zone, Shenzhen
Legal representative: Wang Liyuan
Date of establishment: January 11, 2017
Business scope: general business items are: financial leasing business; charter business; Purchase leased assets from outside China; Disposal and maintenance of the residual value of the leased property; Leasing transaction consultation and guarantee; Concurrently engaged in commercial factoring business related to main business (non bank financing); Car rental (excluding car rental with operators). Ownership structure:
No. shareholding ratio of shareholders
1 CIC Jian'an Co., Ltd. 25%
2 Shenzhen CIC Huasheng Technology Co., Ltd. 75%
Association Description: no association exists.
As of the disclosure date of the announcement, the above-mentioned legal persons do not belong to dishonest Executees.
3. Xiamen Changxi Group Co., Ltd
Unified social credit Code: 91350200ma328cy31n
Registered address: unit 11, floor 22, No. 258, Hubin South Road, Siming District, Xiamen
Legal representative: Huang Yaoxin
Date of establishment: November 12, 2018
Business scope: investment in primary industry, secondary industry and tertiary industry (unless otherwise stipulated by laws and regulations); Operate the import and export of various commodities and technologies (not attached with the catalogue of import and export commodities), except for the commodities and technologies restricted or prohibited by the state; Other unlisted wholesale businesses (excluding business projects requiring approval); Other warehousing industry (excluding projects requiring approval); Other Internet services (excluding projects requiring license and approval); Software development; Real estate intermediary services (excluding appraisal); Conference and exhibition services; Natural science research and experimental development; Other unlisted technology promotion and application services.
Ownership structure:
No. shareholding ratio of shareholders
1. Huang fahui 85%
2 Huang wanwen 5%
3 Huang wane 5%
4 Huang Yaoxin 5%
Association Description: no association exists.
As of the disclosure date of the announcement, the above-mentioned legal persons do not belong to dishonest Executees.
4. Jin Yueguo, male, Chinese nationality, ID number 32011419710617****, residence and address, No. 2, Jinmen Road, Suzhou, Suzhou City, China, did not obtain the right of abode in other countries or regions, and did not belong to the dishonest executor.
Description of related relationship: Mr. Jin Yueguo is a director and executive deputy general manager of the company and an associated natural person of the company. 5. Cheng Bing Qin, female, Chinese nationality, ID number 31010519840608****, residence and correspondence address, * * * * * room of Tianshan Road West, Changning District, Shanghai, China, has not obtained the right of abode in other countries or regions, and is not a dishonest executor.
Association Description: no association exists.
6. Yin Yin Wen, female, Chinese nationality, ID number 37070519891110****, residence and correspondence address, Haidian District No. 3 Cai Tang * * * * unit of Beijing, China, has not obtained the right of abode in other countries or regions, and is not a dishonest executor.
Association Description: no association exists.
3、 Basic information of transaction object
(i) Basic information
Company name: Suzhou Huilai City Service Co., Ltd
Unified social credit Code: 91320507ma25p36r9t
Enterprise type: limited liability company (invested or controlled by natural person)
Date of establishment: April 13, 2021
Registered capital: 167412600 yuan
Legal representative: Jin Yueguo
Registered address: building 28, No. 88, Chunfeng Road, Huangdai Town, Xiangcheng District, Suzhou
Business scope: general projects: urban park management; Botanical garden management services; Management of scenic spots; Forest park management; Zoo management services; Aquarium management services; Management of scenic spots; Park management services; Ecological reserve management services; Public utilities management services; Management services of supply and marketing cooperatives; business management; Unit logistics management services; Township economic management services; Supply chain management services; Management of rural collective economic organizations; Enterprise headquarters management; Commercial complex management services (except for projects subject to approval according to law, business activities shall be carried out independently according to law with business license).
Equity structure: as of the disclosure date of this announcement, the equity structure of Suzhou Huilai is as follows:
Share proportion of shareholder name
Suzhou Yangtze New Materials Co.Ltd(002652) 89.32%
Yin Qianwen 0.60%
Xiamen Changxi Group Co., Ltd. 1.96%
Share proportion of shareholder name
Cheng bingqin 0.60%
Qili (Shanghai) enterprise management partnership (limited partnership) 5.02%
Jin Yueguo 0.60%
CIC Jianye (Shenzhen) Financial Leasing Co., Ltd. 1.91%
Total 100%
As of the disclosure date of the announcement, the underlying assets do not belong to the dishonest executee.
4、 Transaction scheme
After negotiation, the company plans to acquire the equity of other minority shareholders of Suzhou Huilai at the following consideration:
Amount subscribed and paid in by shareholders premium rate of equity purchase price (yuan) (yuan) (yuan)
Suzhou Yangtze River New Material Co., Ltd
Co., Ltd. 14953005992000/
Yin Qianwen 10000001000000100000010700007.00%
Xiamen Changxi Group Co., Ltd
Division 3282600328260035123827.00%
Cheng bingqin 10000001000000100000010700007.00%
Qili (Shanghai) enterprise management
Management partnership (limited partnership 840000839000089773007.00%)
Jin Yueguo 10000001000000100000010700007.00%
CIC Jianye (Shenzhen) financial
17.00-3200000% of lease capital
Total 167412607459260015699683
5、 Purpose of transaction and impact on the company
This acquisition is mainly to solve the problem of unequal rights and obligations among the shareholders of Suzhou Huilai. In order to solve this problem, the company plans to acquire the equity of Suzhou Huilai held by the minority shareholders through consultation with the minority shareholders. After the acquisition, the company will hold 100% of the equity of Suzhou Huilai, which is conducive to improving the company's control over Suzhou Huilai, reducing the communication level with its subsidiaries and improving the management and communication efficiency.
6、 Accumulated various connected transactions with the above connected persons
As of the disclosure date of the announcement, the company, Qili (Shanghai) enterprise management partnership (limited partnership) and Mr. Jin Yueguo had no other related party transactions except the joint establishment of Suzhou Huilai and the transfer of the equity of Suzhou Huilai. 7、 Prior approval and independent opinions of independent directors
(I)
