Securities code: 600537 securities abbreviation: Eging Photovoltaic Technology Co.Ltd(600537) Announcement No.: 2021-071 Eging Photovoltaic Technology Co.Ltd(600537)
Announcement on the reply to the inquiry letter on Eging Photovoltaic Technology Co.Ltd(600537) matters related to asset sale
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Eging Photovoltaic Technology Co.Ltd(600537) (hereinafter referred to as “the company”) received the inquiry letter on Eging Photovoltaic Technology Co.Ltd(600537) related asset sales from the management department of listed companies of Shanghai Stock Exchange on December 7, 2021 (SSE Gong Han [2021] No. 2961, hereinafter referred to as “the inquiry letter”), On December 8, 2021, the company disclosed the announcement of Eging Photovoltaic Technology Co.Ltd(600537) on receiving the inquiry letter from Shanghai Stock Exchange on the company’s asset sales (Announcement No.: 2021-066), requiring the company to reply to and announce the questions mentioned in the inquiry letter within 5 trading days.
After receiving the inquiry letter, the company immediately organizes relevant parties to actively respond to the inquiry letter. However, as some issues involved in the inquiry letter still need to be supplemented and improved, the company is expected to be unable to complete the reply within the specified time. In order to ensure the authenticity, accuracy and integrity of the reply, the company has extended the reply to the inquiry letter twice after applying to Shanghai Stock exchange. For details, see Announcement No. 2021-068 and 2021-070 of the company.
After further improvement of the company’s inquiry letter and relevant questions, we hereby reply as follows:
Item 1. (1) whether there is any related relationship or other interest arrangement between Taizhou Zhonghe, Shuyang Huiqin and key personnel and the company, directors, supervisors, controlling shareholders and their related parties; (2) In combination with the credit status and payment schedule of Taizhou Zhonghe, Shuyang Huiqin and their related parties, explain the performance guarantee measures for the payment of this transaction. Independent directors are invited to express their opinions.
[company reply]
1、 Description of the relationship and transaction background between Taizhou Zhonghe and the company: 1. The main industrial and commercial information of Taizhou Zhonghe is as follows:
(1) Shareholding ratio of shareholders:
Shareholding ratio of shareholders
Miao Yihang 60%
Guan Jianjun 40%
(2) Key personnel: Miao Yihang (executive director and manager), Guan Jianjun (supervisor) 2. Description of the relationship between Taizhou Zhonghe and Eging Photovoltaic Technology Co.Ltd(600537) : Taizhou Zhonghe and Eging Photovoltaic Technology Co.Ltd(600537) are two independent companies without any equity relationship. After careful verification by the company, the key personnel of Taizhou Zhonghe are closely related to the company, the directors, supervisors, senior managers There is no related relationship or other interest arrangement between the controlling shareholder and its related parties. 3. Description of Taizhou Zhonghe’s main business and business dealings with Eging Photovoltaic Technology Co.Ltd(600537) : according to the explanatory letter provided by Taizhou Zhonghe, Taizhou Zhonghe has carried out well in the past year. It has participated in the bidding business of second-hand equipment of other photovoltaic enterprises in China for many times, and its profitability has increased steadily. Prior to the conclusion of this transaction, Taizhou Zhonghe had no business dealings with Eging Photovoltaic Technology Co.Ltd(600537) . 4. The credit status of Taizhou Zhonghe and the source of funds for purchasing the company’s assets: as of October 31, 2021, the total assets of Taizhou Zhonghe were 24.6456 million yuan, the total liabilities were 24.0621 million yuan, and the asset liability ratio was 97.63%, of which the liabilities were mainly composed of 28800 yuan of employee compensation payable, 24.91 million yuan of other payables and -876700 yuan of taxes payable. According to the enterprise credit report queried by Taizhou Zhonghe on December 15, 2021, the credit of Taizhou Zhonghe joint venture is in good condition. At present, there is no bank loan and no overdue record. The consideration used by Taizhou Zhonghe to pay for this transaction comes from the shareholder Miao Yihang’s personal self owned capital loan, which is mainly used for the daily operation of the company. 5. Purpose of Taizhou Zhonghe’s purchase of idle assets: Taizhou Zhonghe’s purchase of obsolete production capacity equipment is mainly used to dismantle spare parts for recycling. 2、 Description of the relationship and transaction background between Shuyang reward and the company: 1. The main industrial and commercial information of Shuyang reward is as follows: (1) shareholding ratio of shareholders:
Shareholding ratio of shareholders
Guo Yanjun 51%
Huang Xianqiang 49%
(2) Key personnel of the company: Guo Yanjun (executive director and general manager) and Huang Xianqiang (supervisor)
2. Description of the relationship between Shuyang reward and Eging Photovoltaic Technology Co.Ltd(600537) : according to the query results of the company through the national enterprise credit information publicity system, Guo Yanjun has no relationship with Eging Photovoltaic Technology Co.Ltd(600537) , and the relationship between Huang Xianqiang and Shuyang reward and Eging Photovoltaic Technology Co.Ltd(600537) is as follows:
After careful verification by the company, Huang Xianqiang and Shuyang Huiqin are related to Eging Photovoltaic Technology Co.Ltd(600537) mainly because Haitong Food Group Co., Ltd. (hereinafter referred to as “Haitong food”) before Eging Photovoltaic Technology Co.Ltd(600537) backdoor listing has a historical equity relationship with them. After Eging Photovoltaic Technology Co.Ltd(600537) purchased shares for backdoor listing in 2011, they put the main photovoltaic business into the listed company, All the original businesses of Haitong food are set out. The relationship shown in relationship 1 and relationship 2 above is actually the relationship derived from Haitong food. There is no relationship or other interest arrangement between Huang Xianqiang and Shuyang reward and diligence and the company, directors, supervisors, controlling shareholders and their related parties.
3. Description of the main business and business dealings with Eging Photovoltaic Technology Co.Ltd(600537) of Shuyang jooqin: Shuyang jooqin was established on April 1, 2014 and is mainly engaged in photovoltaic second-hand ingot furnace, single crystal furnace, slicer, testing equipment, accessories and other photovoltaic and semiconductor front-end long crystal slicing equipment. The main technicians are from American GT company and other equipment manufacturers. So far, thousands of second-hand ingot furnaces, single crystal furnaces and slicers have been sold and installed, mainly involving American gt450, jz660, Jinggong jjl800 and other equipment furnaces, as well as 95 Hanhong Jingyang single crystal furnaces. The company’s sales of second-hand photovoltaic equipment are all responsible for disassembly, installation and commissioning, eliminating customers’ worries, and has won a good reputation in the industry. Shuyang reward ground has a business relationship with Changzhou Yijing in 2021. In September, it signed the second-hand equipment transfer contract for the crystal drawing furnace with the contract number of egcq-2021-0830. Now the contract has been fully performed. In addition, Shuyang reward ground has no business dealings with Eging Photovoltaic Technology Co.Ltd(600537) .
4. Credit status of Shuyang Huiqin and the source of funds for purchasing the company’s assets: as of November 2021
On the 30th, the total assets of Shuyang reward diligence were 15.599 million yuan, the total liabilities were 13.5795 million yuan, and the asset liability ratio was 87.08%, of which the liabilities were mainly composed of 590600 yuan of accounts payable, 756200 yuan of taxes payable and 13.7454 million yuan of other payables. According to the enterprise credit report inquired by Shuyang reward diligence on December 14, 2021, Shuyang reward diligence was in good credit condition, At present, the balance of bank loans normally performed is 619000 yuan, and there is no overdue record. The consideration used by Shuyang reward to pay for this transaction comes from the company’s own funds and self raised funds. 5. Purpose of purchasing idle assets of the company by Shuyang jooqin: Shuyang jooqin purchases Eging Photovoltaic Technology Co.Ltd(600537) diamond wire slicer, which is mainly to be sold to crystal magnetic materials and other industries after transformation. In the early stage of crystal magnetic materials and other industries, it is mainly cut by band saw, which has low efficiency. The slicer is eliminated in the photovoltaic industry. After transformation, it is more suitable for such industries.
3、 Internal review procedures for this asset sale
At the beginning of November 2021, the management of the company held a meeting to discuss the asset sale and decided to implement it through competitive auction. On November 4, 2021, the company determined that Changzhou property right exchange Co., Ltd. (hereinafter referred to as “the exchange”) would auction and transfer the physical assets through its trading platform.
On November 10, 2021, the application for asset disposal passed the internal approval of the company’s management, and a notice of the board of directors was issued on November 15, 2021 to submit the asset sale to the board of directors for deliberation. On November 18, 2021, the company held the 8th meeting of the 7th board of directors, deliberated and passed the proposal on the proposed sale of assets by the company’s holding subsidiaries. The board of directors authorized the company’s management to carry out the preliminary preparations for this matter (see the company’s Announcement No. 2021-062 for details).
4、 Specific transaction rules for this asset sale:
On November 18, 2021, the company signed the entrustment contract for physical asset transaction with the industrial exchange, and determined the transaction process of public bidding the next day. The specific rules are as follows:
1. Soliciting interested parties: the solicitation of interested parties of the project is divided into two stages: pre quotation (offline sealed quotation) and online bidding. Among them, in the offline sealed quotation stage, the project does not set the listing price, the interested parties sign up online and pay the deposit, and submit the registration data and quotation to the transferor offline by express mail. The transferor selects all the interested parties with the top three prices in the sealed quotation (the interested parties with parallel prices can be selected) to participate in the bidding. The above registration materials shall be unpacked at the final time agreed by the transferor. During the unpacking period, the project leader of the transferor, the head of the audit department, the head of the financial department and the project leader of the exchange shall participate at the same time (the mobile phones of the above personnel shall be confiscated during the unpacking period and unpacked in the meeting room designated by the transferor), In the conference room, the highest price quoted by fixed telephone or the price specified by the transferor shall be used as the listing base price. If the bidding link is lower than the listing base price, it will not respond. The bidding time is set to within half a day after notifying the selected companies. Finally, the bidder with the highest bidding price shall be the intended transaction party. If there is no response during the bidding period, the highest bidder of sealed quotation is the intended bidder.
2. Confirmation of the transaction party: after the bidding, the transferor shall submit the collection results to the Eging Photovoltaic Technology Co.Ltd(600537) board of directors for deliberation within 7 working days. If the deliberation is approved, the exchange shall send the transaction completion notice to the transaction party, and the transaction parties shall sign the asset transfer contract and other relevant documents in accordance with the requirements of the transaction announcement; If it is not approved by the board of directors, the transaction will be terminated, and the transferor and the property exchange will not bear any responsibility for the intended transaction party. If the intended party fails to sign the contract with the transferor on time, it shall be deemed as the defaulting party, and its deposit shall be deducted. The transferor shall have the right to sign the asset transfer contract with the intended party in the second order of the quotation. The difference between the final transaction price and the highest quotation of the defaulting party shall be borne by the defaulting party, and so on.
3. After the expiration of the information release period, if the qualified intended transferee (> = 3 / bid) meeting the qualification conditions is not collected, the content of the announcement shall be changed and the information release shall be applied for again.
5、 The specific process of this asset sale:
Process 1: on November 19, 2021, the above subject matter and trading rules were posted on the trading platform of the exchange, and the publicity period was 7 natural days. By November 26, 2021, 10 sealed pre quotations had been received by express mail, and the pre quotations were opened on site, including:
There are three quotations in bid 1, with the highest price of 7.8 million yuan;
There are three quotations in bid 2, with the highest price of 5.5 million yuan;
There are two quotations in bid 3, with the highest price of 4 million yuan;
There are two quotations in standard IV, with the highest price of 5.28 million yuan.
(standard 3 and standard 4 failed to reach 3 targets, resulting in streaming)
Set the base price of bid I as 10 million yuan and the base price of bid II as 6 million yuan on site, and start bidding. Because there is no unit price, it leads to the flow of auction.
Process 2: due to the previous auction, on November 26, 2021, the company set the maximum price in the forecast price stage of each subject as the base price, and re hung the Internet for 7 natural days. Including base price of bid I: 7.8 million yuan; Base price of bid II: 5.5 million yuan; Base price of bid III: 4 million yuan; Base price of bid IV: 5.28 million yuan.
The transaction process is as follows:
(1) The interested party signs up online to pay the deposit, and the one with the highest bidding will be the interested party.
The board of directors of Optoelectronics Technology Co., Ltd. deliberates. If it is approved, the exchange will send a transaction completion notice to the transaction party, and both parties to the transaction will sign the asset transfer contract and other relevant documents in accordance with the requirements of the transaction announcement; If it is not approved by the board of directors, the transaction will be terminated, and the transferor and the property exchange will not bear any responsibility for the intended transaction party. If the intended party fails to sign the contract with the transferor on time, it shall be deemed as the defaulting party, and its deposit shall be deducted. The transferor shall have the right to sign the asset transfer contract with the intended party in the second order of quotation / bidding. The difference between the final transaction price and the highest quotation of the defaulting party shall be borne by the defaulting party, and so on.
The company launched online bidding on December 4, 2021, and the bidding results are as follows:
offer
Base price bidding units maximum quotation
Number of target assets
(10000 yuan) quantity (home) (10000 yuan)
(Times)
The equipment of the first battery workshop and the fourth workshop 780511850
Equipment of the second battery workshop 550517635
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