Securities code: Tangshan Jidong Equipment And Engineering Co.Ltd(000856) securities abbreviation: Tangshan Jidong Equipment And Engineering Co.Ltd(000856) Announcement No.: 202216
Tangshan Jidong Equipment And Engineering Co.Ltd(000856)
Announcement on capital increase and related party transactions of participating 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.
1、 Overview of foreign investment
1. Tangshan Caofeidian Tangshan Jidong Equipment And Engineering Co.Ltd(000856) mechanical thermal processing Co., Ltd. (hereinafter referred to as "thermal processing company"), a joint-stock subsidiary of Tangshan Jidong Equipment And Engineering Co.Ltd(000856) (hereinafter referred to as "the company"), has a registered capital of 236.66 million yuan, including 35.499 million yuan contributed by the company, accounting for 15% of the registered capital, and 2011611 million yuan contributed by Jidong Development Group Co., Ltd. (hereinafter referred to as "Jidong group"), accounting for 85% of the registered capital.
In order to further improve the high-quality development level, improve the production capacity and enhance the market competitiveness, the thermal processing company plans to invest 309.18 million yuan to build a large-scale metal material intelligent manufacturing project with an annual output of 25000 tons in Caofeidian equipment manufacturing park, with a target annual output of 25000 tons of steel castings. The products are mainly vertical mill disc, wheel belt, ring gear, supporting wheel, vertical mill casting, bearing seat, crusher frame and other building materials, metallurgy, electric power, petrochemical, mining Steel castings for construction machinery. In order to ensure the capital needs of the project, the company and Jidong group increased the registered capital of Caofeidian hot processing by 154.59 million yuan in cash according to the proportion of capital contribution, of which the company contributed 231885 million yuan, accounting for 15% of the registered capital, and Jidong group contributed 1314015 million yuan, accounting for 85% of the registered capital. The source of funds is self raised by the company.
2. Since Jidong group is the controlling shareholder of the company, according to the relevant provisions of the stock listing rules of Shenzhen Stock Exchange and the articles of association, the capital increase of the company and Jidong group to the thermal processing company according to the proportion of capital contribution is a related party transaction.
3. The company held the 8th meeting of the 7th board of directors on March 16, 2022, and deliberated and adopted the
Voting result of independent directors of Tangshan Baojun and Jiao Feidong Machinery Co., Ltd. on the proposal of increasing the capital of Cao Feijun and Jiao Feidong
Italy has 3 votes, 0 against and 0 abstention.
The independent directors approved the matter in advance and expressed independent opinions.
4. The amount of related party transactions was 231885 million yuan, exceeding 5% of the company's latest audited net assets, which was not recorded
More than 30 million yuan. Since the beginning of the year, the cumulative amount of related party transactions between the company and Jidong group and its related parties has exceeded 5% of the company's latest audited assets and more than 30 million yuan. This related party transaction still needs to be approved by the general meeting of shareholders, and Jidong group, a related party interested in the related party transaction, will avoid voting.
5. This related party transaction does not constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies, and does not need to be approved by relevant departments. As of the date of this announcement, the company has not signed a capital increase agreement with Jidong group. This capital increase will not lead to changes in the scope of the company's consolidated statements.
2、 Introduction to counterparty
1. Name: Jidong Development Group Co., Ltd
2. Address: East of Linyin Road, Fengrun District, Tangshan
3. Nature of enterprise: limited liability company (state-owned holding)
4. Place of registration: Fengrun District, Tangshan
5. Legal representative: Wang Xiangdong
6. Registered capital: 24795041 million yuan
7. Company type: limited liability company (state-owned holding)
8. Unified social credit Code: 911302211047944239
9. Business scope: working capital through holding, equity participation, merger and leasing; Clinker, cement, cement products, concrete, limestone, building materials (except wood and lime), ferrous metal materials and metal mineral products, electronic products, chemical products (except those involving administrative licensing projects), chemical fertilizer, petroleum coke, hardware, communication power, cement machinery and equipment, plastic and rubber products, gypsum and its products, edible Shenzhen Agricultural Products Group Co.Ltd(000061) , steel, knitwear and textile wholesale and retail; Import and export of goods and technologies (except for items restricted or prohibited by the state); General freight; Foreign contracted projects: contracting foreign engineering projects suitable for their strength, scale and performance, and dispatching labor personnel required for the implementation of the above-mentioned overseas projects; Coal wholesale; Technical consultation on equipment engineering manufacturing, installation and commissioning; Dolomite mining for Open-pit construction (limited to Yutian, mining can only be carried out after obtaining qualification); Branch operation at the lower limit: production and sales of aggregates, building materials, concrete structural components, refractory products, gypsum, cement products, concrete admixtures, cement grinding aids, castables and other admixtures; New material technology promotion services. (the above items involving national special approval shall not be operated without approval). (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
10. Major shareholders: Bbmg Corporation(601992) holds 55% shares and Tangshan Financial Holding Group Co., Ltd. holds 45% shares.
Actual controller: state owned assets supervision and Administration Commission of Beijing Municipal People's government.
11. Financial situation year after year:
As of December 31, 2020, the total assets of Jidong group were 7484027 million yuan, with net assets of
3091632 million yuan; The operating income is 59224450000 yuan and the net profit is 5038030000 yuan. (audited)
As of September 30, 2021, the total assets of Jidong group were 7871531 million yuan, with net assets of
3172869 million yuan; The operating income is 4763621 million yuan and the net profit is 281442 million yuan. (Unaudited)
12. Related relationship: Jidong group holds 30.00% shares of the company and is the controlling shareholder of the company.
13. Jidong group is not a dishonest person.
3、 Basic information of investment object
1. Name: Tangshan Caofeidian Tangshan Jidong Equipment And Engineering Co.Ltd(000856) mechanical thermal processing Co., Ltd
2. Address: equipment manufacturing park, Caofeidian Industrial Zone
3. Nature of enterprise: other limited liability companies
4. Place of registration: Caofeidian District, Tangshan City
4. Legal representative: Li Dongxue
5. The registered capital is 236.66 million yuan and the paid in capital is 236.66 million yuan
6. Major shareholders: the hot processing company is jointly invested and established by the company and Jidong group. The company holds 15% and Jidong group holds 85%.
7. Business scope: manufacturing, sales, installation, maintenance services and technical services of steel castings, iron castings, wear-resistant parts, heat-resistant parts and stainless steel parts; Heat treatment processing, machining and installation, maintenance services and technical services; Goods import and export business (items prohibited by national laws and regulations shall not be operated, and restricted items can be operated only after obtaining permission).
8. Financial indicators of the hot processing company in the latest year and another period
As of December 31, 2020, the total assets of the thermal processing company were 4232824 million yuan, with net assets of
134110700 yuan; From January to December 2020, the operating revenue was 306471 million yuan and the net profit was -425611 million yuan
Yuan. (audited)
As of September 30, 2021, the total assets of the thermal processing company were 418812 million yuan, with net assets of
1050825 million yuan; From January to September 2021, the operating income was 306358 million yuan and the net profit was - 290283 million yuan.
(Unaudited)
9. The hot processing company is not a dishonest executee, and the enterprise is in good faith.
10. This capital increase will not lead to changes in the scope of the company's consolidated statements.
4、 Main contents of foreign investment contract
1. Capital increase plan
Jidong development group and Tangshan Jidong Equipment And Engineering Co.Ltd(000856) increased the registered capital by 154.59 million yuan in cash (the capital increase price is 1 yuan per registered capital), of which Jidong development group increased the capital by 1314015 million yuan and Tangshan Jidong Equipment And Engineering Co.Ltd(000856) increased the capital by 231885 million yuan. After the above capital increase, the total registered capital of hot processing is RMB 391.25 million. Jidong group contributed 3325625 million yuan, accounting for 85% of the registered capital Tangshan Jidong Equipment And Engineering Co.Ltd(000856) contribution amounts to 586875 in total, accounting for 15% of the registered capital.
2. Composition of board of directors and supervisors of thermal processing after capital increase
The composition, appointment and replacement methods, tenure, rights and obligations of the board of directors and supervisors of hot processing after the capital increase remain unchanged.
3. Capital contribution obligations
Both parties shall, in accordance with the company law of the people's Republic of China and the articles of association of Caofeidian Tangshan Jidong Equipment And Engineering Co.Ltd(000856) mechanical thermal processing Co., Ltd., make full contributions to the thermal processing company within the operation period of the thermal processing company.
4. Changes in shareholders' equity
Before and after the capital increase, the proportion of the contributions of both parties in the registered capital of the thermal processing company has not changed, so the shareholders' equity involved has not changed.
5、 Other arrangements involving connected transactions
This transaction does not involve personnel and land matters, will not lead to horizontal competition with related parties, and will not cause related parties to occupy non operating funds of the listed company.
6、 Purpose, existing risks and impact on the company of foreign investment
After the capital increase, the registered capital of the thermal processing company will reach 39.125 million yuan, which can effectively ensure the construction of large-scale metal material intelligent manufacturing projects, further improve production capacity and technical strength, and enhance market competition
Competitiveness is conducive to improving the level of high-quality development.
The company and Jidong group increase the capital of the hot processing company according to the proportion of capital contribution, which is less risky. After this capital increase, the company still holds 15% equity of hot processing. It will not change the scope of the company's consolidated statements. This capital increase will not adversely affect the company's future financial situation and operating results, and will not damage the interests of the company and all shareholders.
7、 Total amount of various related party transactions with the related party from the beginning of the year to the disclosure date
From the beginning of 2021 to the date of this announcement, the company has accumulated Kunshan Dongwei Technology Co.Ltd(688700) yuan of related party transactions with Jidong group.
8、 Prior approval and independent opinions of independent directors
The independent directors reviewed the proposal on capital increase to Tangshan Caofeidian Tangshan Jidong Equipment And Engineering Co.Ltd(000856) mechanical thermal processing Co., Ltd. in advance, and believed that the company and Jidong group increased the capital of the thermal processing company according to the proportion of capital contribution, which is conducive to ensure the construction of large-scale metal material intelligent manufacturing projects, improve production capacity and technical strength, enhance market competitiveness, comply with the company's development strategy, and increase the capital of the thermal processing company in cash according to the proportion of capital contribution, The transaction price is fair, does not harm the interests of the company and minority shareholders, and does not violate the provisions of relevant laws, regulations and the company's related party transaction system. It is agreed to submit the proposal to the board of directors for deliberation.
Independent directors believe that the pricing of this related party transaction is fair and reasonable and does not harm the interests of the company and shareholders. The related party transaction has been approved by the board of directors of the company. The related directors have fulfilled the obligation of avoiding voting at the board of directors. The decision-making procedures and voting results of the board of directors of the company on the related party transaction are legal and effective. The independent directors agreed to increase the capital of the company to the hot processing company and agreed to submit the proposal to the general meeting of shareholders for deliberation.
9、 Documents for future reference
1. Resolutions of the board of directors;
2. Written documents and opinions of independent directors approving the transaction in advance;
3. Overview of related party transactions.
Tangshan Jidong Equipment And Engineering Co.Ltd(000856) board of directors
March 17, 2022
