Securities code: Zhejiang Guangsha Co.Ltd(600052) securities abbreviation: Dongwang times Announcement No.: lin2022013 Zhejiang Dongwang times Technology Co., Ltd
On planning major asset restructuring and signing equity acquisition framework agreement
Suggestive announcement
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.
Important contents and risk tips:
Zhejiang Dongwang times Technology Co., Ltd. (hereinafter referred to as the "company" and "listed company") plans to purchase no more than 100% of the total equity held by the shareholders of Chongqing Huixian Youce Technology Co., Ltd. (hereinafter referred to as "Chongqing Huixian" and "target company") by paying cash (hereinafter referred to as "this transaction").
The transactions under this Agreement do not constitute related party transactions. According to the preliminary calculation of the company, the consideration of this transaction is expected to be 400 million yuan to 450 million yuan. It is expected that the actual performance of the transactions under this agreement will constitute the major asset reorganization specified in the administrative measures for major asset reorganization of listed companies, and the company will perform the obligation of information disclosure in time according to the progress of the transactions under this agreement. This transaction does not involve the issuance of shares by listed companies and will not lead to the change of the actual controller of the company.
The agreement signed this time is only an intentional agreement, which aims to express the willingness of all parties to cooperate and the preliminary negotiation results. The specific transaction scheme and terms are subject to the formal agreement signed by all parties; The transaction is still in the preliminary planning stage, and there are still major uncertainties in relevant matters. The specific scheme of the transaction needs further negotiation and demonstration by both parties. Due diligence shall be conducted on the subject assets, and necessary decision-making and approval procedures shall be performed in accordance with relevant laws, regulations and the articles of association.
There are still major uncertainties in matters related to this transaction. The company will timely fulfill the obligation of information disclosure in stages according to the progress of relevant matters, and the trading of the company's shares will not be suspended this time. The company is expected to disclose the transaction plan or draft prepared in accordance with relevant rules and approved by the board of directors before April 30, 2022.
At present, the information disclosure media designated by the company are China Securities News, Shanghai Securities News, Securities Daily, securities times and the website of Shanghai Stock Exchange (www.sse. Com. CN), All information of the company shall be subject to the contents published in the above designated media. Please pay attention to the subsequent relevant announcements of the company and pay attention to the investment risks.
1、 Overview of this transaction
The company plans to purchase no more than 100% of the total equity held by Chongqing Huixian shareholders by paying cash. On March 11, 2022, the company signed the equity acquisition framework agreement (hereinafter referred to as the "agreement" and "this Agreement") with Li Xiaodong and other counterparties.
This transaction does not constitute a connected transaction. According to the preliminary calculation of the company, the consideration of this transaction is expected to be 400 million yuan to 450 million yuan. It is expected that the actual performance of the transactions under this agreement will constitute the major asset reorganization specified in the administrative measures for major asset reorganization of listed companies, and the company will perform the obligation of information disclosure in time according to the progress of the transactions under this agreement. This transaction does not involve the issuance of shares by listed companies and will not lead to the change of the actual controller of the company.
2、 Basic information of the counterparty
Li Xiaodong, Chongqing ceju enterprise management consulting center (limited partnership), Chongqing shunzhan enterprise management consulting center (limited partnership), Chongqing nerui enterprise management consulting center (limited partnership), Ou Bo and Tan Shuya are the performance commitment parties in this agreement, and other shareholders of Chongqing Huixian other than the above performance commitment parties are the financial investors in this agreement, There is no relationship between the counterparty and the company. The details of the counterparty are as follows:
(I) performance commitment party
1. Chongqing ceju enterprise management consulting center (limited partnership) (hereinafter referred to as "Chongqing ceju")
Company name: Chongqing ceju enterprise management consulting center (limited partnership)
The registered capital is 22.792 million yuan
Type of enterprise: limited partnership
Unified social credit code 91500107ma Aimer Co.Ltd(603511) 20
Legal representative / executive partner Li Xiaodong
Address: 10-1, building 2, Torch Building, No. 166, Keyuan 1st Road, Jiulongpo District, Chongqing
Date of establishment: September 14, 2018
Business scope: enterprise management consulting (for projects that must be approved according to law, business activities can be carried out only after being approved by relevant departments).
Major shareholders: Li Xiaodong 14.99%, Zhang Nian 14.74%, Gao Hongmin 14.74%, Wang Cheng 12.29%, Zhang Yongnian 9.83%, Lu Wenhua 8.85%, Wang Lan 7.37%,
Hu Luanjiao 7.37%, Zhou Xiang 4.91%, sun Shiyong 4.91%
2. Chongqing shunzhan enterprise management consulting center (limited partnership) (hereinafter referred to as "Chongqing shunzhan")
Company name: Chongqing shunzhan enterprise management consulting center (limited partnership)
The registered capital is 3.25 million yuan
Type of enterprise: limited partnership
Unified social credit code 91500107339476147t
Legal representative / executive partner Li Xiaodong
Address: 57-9-1, No. 139, Keyuan 3rd Street, Jiulongpo District, Chongqing
Date of establishment: July 31, 2015
General project: enterprise management consulting. (for projects subject to approval according to law, business activities can be carried out only after the approval of relevant departments of business scope.) (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)
Li Xiaodong 50.77%, Tan Shuya 12.31%, Zhu Wei 6.15%, Li Kui 3.69%, Liu Min 3.69%, Xiao Zhi 3.69%, Xing Yanbing 3.69%, Wang Yong 2.46%, Zhang Pu 2.46%, Cui Lin 2.46%, Wu Xiaoqing 2.46%, Zhu Hongping 2.46%, Chen Shichuan 2.46%, Chen Gang 1.23%
3. Chongqing nerui enterprise management consulting center (limited partnership) (hereinafter referred to as "Chongqing nerui")
Company name: Chongqing nerui enterprise management consulting center (limited partnership)
Registered capital: 1.01 million yuan
Type of enterprise: limited partnership
Unified social credit code 91500107339476382t
Legal representative / executive partner Li Xiaodong
Address: 57-9-1, No. 139, Keyuan 3rd Street, Jiulongpo District, Chongqing
Date of establishment: July 31, 2015
General project: enterprise management consulting.
(for projects subject to approval according to law, business activities can be carried out only after the approval of relevant departments of business scope.) (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)
Major shareholders: Li Xiaodong 33.10%, Tan Shuya 23.07%, Xing Yanbing 13.84%, Zhang Xun 11.53%, Zhu Wei 6.92%, Zhu Hongping 6.92%, Yu Ping 4.61%
4. Li Xiaodong, Ou Bo, Tan Shuya
Name: Li Xiaodong, Oubo, Tan Shuya
Gender male and female
Nationality: China
Address: Yuzhong District, Chongqing Yuzhong District, Chongqing Yubei District, Chongqing
Current position: Chairman and general manager of Chongqing Huixian vice chairman and deputy general manager and marketing manager of Chongqing Huixian Deputy General Manager Marketing Director
Remarks: Li Xiaodong is the controlling shareholder and actual controller of Chongqing Huixian, who directly or indirectly controls 32.92% of the shares of Chongqing Huixian through Chongqing strategic gathering, Chongqing Qingshun exhibition and Chongqing Neng Rui.
(II) financial investors
1. Xin'anjie environmental sanitation Co., Ltd. (hereinafter referred to as "xin'anjie")
Company name: xin'anjie environmental sanitation Co., Ltd
The registered capital is 306.28 million yuan
Company type: joint stock limited company (securities code: 831370)
Unified social credit Code: 915 Shenzhen Fountain Corporation(000005) 78997732e
Legal representative / executive partner Wei Yantian
Address: 1-1, building 3, No. 64, middle section of Huangshan Avenue, northern New Area, Chongqing
Date of establishment: July 15, 2011
Licensed projects: Construction Engineering Design (for projects that must be approved according to law, business activities can be carried out only after being approved by the relevant departments of the relevant business scope, and the specific business projects shall be subject to the approval documents or licenses of the relevant departments) general projects: commercial cleaning of urban domestic waste Collection services (municipal roads (including water areas)), etc.
Major shareholder xuanjie Holding Co., Ltd. 48.13%; Chongqing mengfa enterprise management consulting center (limited partnership) 3.72%.
2. Shanghai chenchan Investment Center (hereinafter referred to as "Shanghai chenchan investment center")
Company name: Shanghai chencan Investment Center (limited partnership)
Registered capital: 200 million yuan
Type of enterprise: limited partnership
Unified social credit Code: 9131 Shenzhen Sed Industry Co.Ltd(000032) 087c
Legal representative / executive partner Yang Juan
Address: No. 1116-5, Lane 528, jinlongxin street, Zhujing Town, Jinshan District, Shanghai
Date of establishment: November 13, 2014
General items: industrial investment, asset management, investment consulting, investment management. Business scope (in addition to the projects that must be approved according to law, carry out business activities independently according to law with the business license)
Major shareholders: Hangzhou zhuoyun investment management partnership (limited partnership) 99.5%, Yang Juan 0.5%.
3. Zhejiang Zhengyuan Zhihui Technology Co.Ltd(300645) (hereinafter referred to as " Zhejiang Zhengyuan Zhihui Technology Co.Ltd(300645) ")
Company name Zhejiang Zhengyuan Zhihui Technology Co.Ltd(300645)
The registered capital is 127314305 million yuan
Company type: joint stock limited company (listed) (Stock Code: Zhejiang Zhengyuan Zhihui Technology Co.Ltd(300645) )
Unified social credit code 91330 Shandong Xinneng Taishan Power Generation Co.Ltd(000720) 0827022
Legal representative / executive partner Chen Jian
Address: 17 / F, building a, Zhejiang Zhengyuan Zhihui Technology Co.Ltd(300645) building, No. 359, Shuxin Road, Yuhang District, Hangzhou, Zhejiang
Date of establishment: March 13, 2000
Operate value-added telecommunications services. Computer software product development, technical service and business model
