Securities code: Shenzhen Kingkey Smart Agriculture Times Co.Ltd(000048) securities abbreviation: Shenzhen Kingkey Smart Agriculture Times Co.Ltd(000048) Announcement No.: 2022009
Shenzhen Kingkey Smart Agriculture Times Co.Ltd(000048)
On terminating the investment in the construction of agricultural headquarters base project
And transfer the equity of subsidiaries
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.
On March 15, 2022, the second meeting of the 10th board of directors of Shenzhen Kingkey Smart Agriculture Times Co.Ltd(000048) (hereinafter referred to as “the company”) deliberated and adopted the proposal on terminating the investment in the construction of agricultural headquarters base project and transferring the equity of subsidiaries. The relevant information is hereby announced as follows:
1、 Overview of original investment
1. The third extraordinary meeting of the ninth board of directors in 2021 was deliberated and adopted on May 31, 2021
The proposal on investing in the construction of agricultural headquarters base project agrees that the company will invest in the construction of agricultural headquarters base project in Gaoyao District of Zhaoqing City. The total investment of the project is about 600 million yuan, and the construction contents include Shenzhen Kingkey Smart Agriculture Times Co.Ltd(000048) agriculture
Industrial headquarters building (including agricultural R & D center), talent room and supporting facilities. See the company’s June 1, 2021 for details
The journal is published in the securities times and cninfo (www.cn. Info. Com. CN.) Announcement on investment and construction of agricultural headquarters base project (Announcement No.: 2021025).
2. In June 2021, the company established a wholly-owned subsidiary Shenzhen Kingkey Smart Agriculture Times Co.Ltd(000048) (Zhaoqing) Co., Ltd. in Gaoyao District, Zhaoqing City
The company (hereinafter referred to as “subsidiary”), as the operation subject of the agricultural headquarters base project.
2、 Overview of termination of investment
(I) reasons for termination of investment
Since the disclosure of the company’s investment in the construction of the agricultural headquarters base project, the company has actively promoted the establishment of subsidiaries, planning and scheme design, land acquisition and other related work where the project is located. However, since the second half of 2021, the pig breeding market has changed greatly, the pig price has entered a downward cycle, and the progress of the pig breeding project proposed by the company in the local area is slow, The project positioning of the headquarters base is to match the office, R & D and staff living needs of the company’s local pig breeding project. In this regard, after careful research, the company believes that there is a great risk of uncertainty in continuing to promote the headquarters base project, or it will cause further losses to the company, so it decides to terminate the investment
Invest in the project and withdraw from the project by transferring all the equity of the subsidiary and headquarters base project company. (II) approval procedures for termination of investment
On March 15, 2022, the second meeting of the 10th board of directors of the company deliberated and adopted the proposal on terminating the investment and construction of agricultural headquarters base project and transferring the equity of subsidiaries by 10 votes in favor, 0 votes against and 0 abstention. It agreed that the company should terminate the investment and construction of agricultural headquarters base project and transfer all the equity of subsidiaries. The independent directors expressed their independent opinions on the matter.
This transaction does not constitute a connected transaction, nor does it constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies. According to the Listing Rules of Shenzhen Stock Exchange, the articles of association and other relevant provisions, this matter does not need to be submitted to the general meeting of shareholders for deliberation.
(III) transfer of equity of subsidiaries
The company plans to sign the equity transfer contract (hereinafter referred to as the “contract”) with Zhaoqing JinFang Real Estate Investment Co., Ltd. to transfer 100% equity of the subsidiary to Zhaoqing JinFang Real Estate Investment Co., Ltd. at the price of 519215 million yuan. The transfer price is determined by both parties through friendly negotiation.
1. Counterparty
Company name: Zhaoqing JinFang Real Estate Investment Co., Ltd
Legal representative: Mo Haiqiao
Registered capital: 3 million yuan
Registered address: card 07, Room 403, 4th floor, office building, 201 Nanxing 1st Road, Nan’an, Gaoyao District, Zhaoqing City
Business scope: foreign investment with self owned funds; Real estate development and operation; Civil engineering construction; Property rental.
Equity structure: as shown in the figure below, Zhaoqing Gaoyao District State owned assets supervision and Administration Bureau indirectly holds 100% equity of Zhaoqing JinFang Real Estate Investment Co., Ltd., which is the actual controller of the company.
Zhaoqing JinFang Real Estate Investment Co., Ltd. has no affiliated relationship with the company and the top ten shareholders of the company; Not a dishonest person.
2. Basic information of subsidiaries
Company name: Shenzhen Kingkey Smart Agriculture Times Co.Ltd(000048) (Zhaoqing) Co., Ltd
Legal representative: Xie Yongdong
Date of establishment: June 21, 2021
Registered capital: 10 million yuan (paid in capital: 0)
Registered address: Jianshe Road, Jindu Town, Gaoyao District, Zhaoqing City (304, the third floor of the office building of Jindu town administrative service center). Business scope: investing in construction projects with its own funds; Investing in commercial projects with its own funds; Property leasing; Pre approval of China’s commercial projects (excluding the above-mentioned commercial projects); Goods or technology and export (excluding the import and export of goods and technology prohibited by the state or involving administrative examination and approval).
Main financial indicators: the subsidiary has not actually carried out business. As of the disclosure date of this report, the total assets of the subsidiary are 8925001249 yuan, the total liabilities are 8925 Tcl Technology Group Corporation(000100) yuan and the net assets are 11.49 yuan.
Equity structure: the company holds 100% equity of subsidiaries.
3. Main contents of the contract
Party A: Shenzhen Kingkey Smart Agriculture Times Co.Ltd(000048)
Party B: Zhaoqing JinFang Real Estate Investment Co., Ltd
(1) Party A will transfer all the equity of the subsidiary to Party B at the price of 519215 million yuan. After Party B transfers the equity of Party A as a whole, Party B will hold 100% of the subsidiary.
(2) Within 30 days from the date of signing the equity transfer contract, Party B shall pay the equity transfer price in one time by bank transfer.
(3) Before Party B pays the equity transfer price, Party A needs to convert the creditor’s rights of 89.25 million yuan to the paid in capital contribution to the subsidiary. After the change, the registered capital of the subsidiary is 89.25 million yuan and the paid in capital is 89.25 million yuan.
(4) Party A shall cooperate with Party B to complete the industrial and commercial change registration procedures of equity transfer within 10 days after receiving the equity transfer payment from Party B.
4. Details of debt to equity swap
In order to realize the purpose of equity transfer, before Party B pays the equity transfer price, the company plans to convert the creditor’s rights of RMB 89.25 million to the paid in capital contribution to the subsidiary. After the change, the registered capital of the subsidiary is RMB 89.25 million and the paid in capital is RMB 89.25 million.
5. Description of important matters
(1) After the completion of this equity transfer, the subsidiary will no longer be included in the scope of the company’s consolidated statements.
(2) As of the disclosure date of this announcement, the company has a creditor’s right of 89.25 million yuan to its subsidiaries. After the company completes the debt to equity swap of its subsidiaries, there is no capital exchange between the two sides. In addition, the company does not provide guarantee, financial assistance, entrust financial management of subsidiaries or other subsidiaries to occupy the company’s funds. (3) Subsidiaries do not provide guarantees or financial assistance to others, and do not have business dealings with counterparties.
3、 Transaction purpose and impact on the company
It is in the overall interests of the company to terminate the investment in the construction of agricultural headquarters base project and transfer the equity of subsidiaries. After the completion of this transaction, the company will no longer hold the equity of the subsidiary, and the scope of consolidated statements will be changed. The equity transfer of the subsidiary is expected to reduce the company’s net profit of about 28.03 million yuan this year. The final data shall be subject to the audited financial report data of the company. The income from the transfer of equity of subsidiaries will be used to supplement the working capital of the company, and there is no situation that damages the interests of the company and all shareholders, especially minority shareholders.
4、 Opinions of independent directors
The company’s termination of investment in the construction of agricultural headquarters base project and the transfer of equity of subsidiaries will not have a significant impact on the company’s existing business and production and operation, and will not have an adverse impact on the company’s sustainable operation ability. The equity transfer price of the subsidiary is determined by both parties through equal negotiation. The decision-making process of the transaction complies with relevant laws and regulations, the articles of association and other relevant provisions, and there is no situation that damages the interests of the company and all shareholders, especially the interests of minority shareholders. Therefore, it is agreed that the company will terminate the investment in the construction of agricultural headquarters base and transfer the equity of its subsidiaries.
5、 Documents for future reference
1. Resolutions of the second meeting of the 10th board of directors of the company;
2. Resolutions of the second meeting of the 10th board of supervisors of the company;
3. Independent opinions of independent directors on matters related to the second meeting of the 10th board of directors.
It is hereby announced.
Shenzhen Kingkey Smart Agriculture Times Co.Ltd(000048)
Board of directors March 15, 2002
