Securities code: Winall Hi-Tech Seed Co.Ltd(300087) securities abbreviation: Winall Hi-Tech Seed Co.Ltd(300087) Announcement No.: 2022021 Winall Hi-Tech Seed Co.Ltd(300087)
On the equity acquisition of Xinjiang jinfengyuan Seed Industry Co., Ltd
Announcement of signing supplementary agreement
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
(I) in order to actively explore the Northwest market, expand the cotton seed business, further implement the company’s crop strategy, improve the industrial layout, enhance the market share of the seed industry, and enhance the overall competitiveness and sustainable development ability, the company, Zhang Yinbao, Xing Cangjie, Chen Changqing Abulizi Rouzi, Yu Weizhong, Liu Jun, Zhu Gang and Du Shucong signed the equity transfer agreement between Winall Hi-Tech Seed Co.Ltd(300087) and Zhang Yinbao, Xing Cangjie and other shareholders on Xinjiang jinfengyuan Seed Industry Co., Ltd. (hereinafter referred to as the “equity transfer agreement”), It is proposed to use its own or self raised funds of 213 million yuan to acquire 60% equity of Xinjiang jinfengyuan Seed Industry Co., Ltd. (hereinafter referred to as the “target company” or “jinfengyuan”) jointly held by the above natural persons. After the transaction is completed, the target company will become the holding subsidiary of the company. For details, see the announcement on the acquisition of equity of Xinjiang jinfengyuan Seed Industry Co., Ltd. (Announcement No.: 2021089) disclosed on September 28, 2021.
In order to further safeguard the overall and long-term interests of the company and shareholders, based on the principles of equality, mutual benefit and consensus, the company plans to sign a supplementary agreement with the counterparty of the equity transfer agreement and the major shareholders of the subject company after the transfer, except Winall Hi-Tech Seed Co.Ltd(300087) , Zhang Yinbao.
(II) on March 20, 2022, the second meeting of the Fifth Board of directors of the company considered and adopted the proposal on signing supplementary agreement on equity acquisition of Xinjiang jinfengyuan Seed Industry Co., Ltd. (voting results: 9 votes in favor; 0 votes against; 0 abstention), and the independent directors expressed their independent opinions. The above proposals shall be submitted to the general meeting of shareholders for deliberation.
2、 Reasons for signing the supplementary agreement
Before filing, the company engaged Beijing Zhuoxin Dahua Assets Appraisal Co., Ltd. recognized by all parties to the transaction to conduct an overall appraisal of the target company and issued the asset appraisal report on the value appraisal project of Winall Hi-Tech Seed Co.Ltd(300087) proposed acquisition of the equity of Xinjiang jinfengyuan Seed Industry Co., Ltd. involving all shareholders’ equity (Zhuoxin Dahua pingbao Zi [2021] No. 2242). As of the benchmark date of June 30, 2021, The appraisal value under the income method of jinfengyuan is 355 million yuan and the appraisal value under the asset-based method is 344562700 yuan. The income method is selected as the appraisal result in the appraisal report. According to the results of the appraisal report, the transaction price of 60% equity of jinfengyuan is determined to be 213 million yuan.
At present, the above-mentioned appraisal report has completed the examination and filing of state-owned assets. According to the review opinions of experts from the state-owned assets supervision and administration institution, the evaluation report has been partially revised. The evaluation result of the asset-based method is selected as the evaluation conclusion in the filed evaluation report, with the evaluation value of 344562700 yuan and 355 million yuan under the income method. Through negotiation between the two parties, the transaction price of 60% equity of the subject company of this transaction is 20673762 million yuan, which is 626238 million yuan lower than the transaction price of 213 million yuan before filing.
In addition, the parties to the transaction added provisions on the disposal of some properties of the target company without warrants in the supplementary agreement, and improved the provisions on the acquisition of the remaining equity of the target company. 3、 Basic information of the parties to the supplementary agreement
(I) Party B 1 and Party B 2 are collectively referred to as Party B in the equity transfer agreement and supplementary agreement, and are the equity transferor of this transaction.
Party B I:
1, Zhang Yinbao, male, China nationality, address: Wensu County, Xinjiang, ID number: 6529221971, the controlling shareholder, actual controller, chairman and general manager, legal representative of the target company. It originally held 530198% of the equity of the target company. Because the target company terminated its listing in the National SME share transfer system on September 17, 2021, it acquired part of the equity of other minority shareholders and held 694320% of the equity of the target company. After the transaction is completed, it will hold 259646% equity of the target company.
2, Xing Cangjie, male, China nationality, address: Wensu County, Xinjiang, ID number: 6529221967, director and deputy general manager of the target company, holding 1.4299% stake in the target company. After the transaction is completed, the company will no longer hold the equity of the underlying company.
3, Chen Changqing, male, China nationality, address: Wensu County, Xinjiang, ID number: 6529221969, deputy general manager of the target company, holding 1.0484% stake of the target company, after the transaction is completed, no longer holding the company’s stake in the target company.
4, Ablez Rouzi, male, China nationality, address: Wensu County, Xinjiang, ID number: 6529221968, director and deputy general manager of the target company, holding 0.9057% stake in the target company. After the transaction is completed, the company will no longer hold the equity of the underlying company.
Party B II:
1, Yu Weizhong, male, China nationality, address: Jiangdong District, Ningbo City, Zhejiang province. ID number: 3302031957, director of the target company, holding 4.9256% stake in the target company. After the transaction is completed, the company will no longer hold the equity of the underlying company.
2, Liu Jun, male, China nationality, address: Wensu County, Xinjiang, ID number: 6529281980, the employee of the target company, holding 4.3845% stake in the target company, after the transaction is completed, no longer holding the company’s stake in the target company.
3, Zhu Gang, male, China nationality, address: Wensu County, Xinjiang, ID number: 6529011980, the employee of the target company, holding 2.7370% stake in the target company, after the transaction is completed, no longer holding the company’s stake in the target company.
4, Du Shucong, male, China nationality, address: Wensu County, Xinjiang, ID number: 6529221974, director of the target company, holding 1.1015% stake in the target company, after the transaction is completed, no longer holding the company’s stake in the target company.
(II) Party C in the supplementary agreement is the main shareholder of the subject company after this transfer, except Winall Hi-Tech Seed Co.Ltd(300087) (Party A) and Zhang Yinbao.
Party C:
1, Ding, male, China nationality, address: Xiamen, Fujian, ID number: 3502041994, now holds 6.9999% stake in the target company.
2. Xinjiang Zhongcheng Huifeng Agricultural Technology Co., Ltd., date of establishment: August 9, 2019; Legal representative: Sun Jianglong; Unified social credit Code: 91652301ma78g47p4y; Address: Changji City, Changji Prefecture, Xinjiang; Business scope: agricultural technology extension services, wholesale and retail. Now holds 3.6601% equity of the target company.
3. Horgos Huasheng Zhaohai equity investment partnership (limited partnership), date of establishment: December 22, 2016; Legal representative: he Zuxin; Unified social credit Code: 91654004ma77812x5a; Domicile: Horgos, Ili Prefecture, Xinjiang; Business scope: equity investment in unlisted enterprises. It now holds 1.8390% equity of the target company.
4, Hou Jinlin, male, China nationality, address: Wensu County, Xinjiang, ID number: 6524021965, shareholder of the target company. It now holds 0.0365% equity of the target company. The above-mentioned counterparties are not dishonest Executees, and have no relationship with the company and its top ten shareholders and directors, supervisors and senior executives in terms of property rights, business, assets, creditor’s rights and debts, personnel, or other relationships that may or have caused the company to tilt its interests.
4、 Main contents of supplementary agreement
(I) adjust the transaction price
The transaction price agreed in the equity transfer agreement is:
Through negotiation between both parties, Party B transferred 60% of the equity of the target company for a consideration of 213 million yuan. Details are as follows:
Serial number shareholder’s name transfer price (RMB 10000)
Zhang Yinbao 434674% 15430927
Party B: Xing Cangjie 1.4299% 5076145
Chen Changqing 1.0484% 372182
Abulizi Rouzi 0.9057% 3215235
Yu Weizhong 4.9256% 1748588
Party B’s second Liu Jun 4.3845% 15564975
Zhu Gang 2.7370% 971635
Du Shucong 1.1015% 3910325
Total 60% 21300
The transaction price agreed in the supplementary agreement is:
According to the asset appraisal report (Zhuoxin Dahua pingbao Zi (2021) No. 2242) audited and filed by the state owned assets supervision and Administration Commission, the appraisal result of this transaction adopts the asset-based method, and the appraisal value of all shareholders’ equity of the subject company is 344562700 yuan. According to the consensus of all parties involved in the transaction, the total transaction price of Party B’s transfer of 60% equity of the target company held by Party B in this transaction is 20673762 yuan. The details are as follows:
No. name of shareholder transfer share ratio (%) transfer price (10000 yuan)
Zhang Yinbao 43467414977244706
Party B: Xing Cangjie 1.4299492690205
Chen Changqing 1.0484361239535
Abulizi Rouzi 0.9057312070437
Yu Weizhong 4.92561697178035
Party B’s second Liu Jun 4.38451510735158
Zhu Gang 2.7370943068110
Du Shucong 1.1015379535814
Total 60% 20673762
(II) add provisions on the disposal of some properties without warrants
Article 2 in view of the fact that some of the houses and buildings included in the appraisal scope of equity transfer of the original agreement by the subject company have not obtained the certificate of ownership, the assessed net value of this part of the houses and buildings is 6.9822 million yuan (see the annex to this Agreement “list of houses included in the appraisal scope but not obtained the certificate of ownership”). Party B promises that this part of the real estate will complete the handling of the real estate property right registration certificate before December 31, 2024, and the acquisition of this part of the real estate and the corresponding land real estate property right registration certificate shall not infringe the interests of any third party, without any potential disputes and any right defects and burdens. Otherwise, Party A will correspondingly reduce the assessed amount of the house property that has not obtained the certificate at the time of the session in this equity transfer, and shall pay Party B the sixth equity transfer payment; In case of insufficient deduction, Party B will complete the payment to Party A in cash within fifteen (15) days.
(III) improvement of remaining equity of the company
The remaining equity acquisition of the target company in the equity transfer agreement is agreed as follows:
The listed company plans to start the acquisition of the remaining equity of the target company within six months after the completion of Party B’s performance commitment. The acquisition methods include but are not limited to cash, issuance of shares, issuance of directional convertible bonds or a combination of the above methods. The acquisition price is determined on the basis of the evaluation price at that time. At that time, the listed company will perform the corresponding decision-making procedures and information disclosure obligations in accordance with the provisions of relevant laws and regulations and the requirements of standardized operation.
The supplementary agreement stipulates the disposal of the remaining equity of the target company as follows:
Article 3 despite other provisions in the equity transfer agreement, Party A has the right to decide on its own to purchase or designate a third party to purchase all the shares of the subject company owned by Zhang Yinbao and Party C at that time (“subscription right”) by sending a notice of its intention to exercise the subscription right to Zhang Yinbao and Party C (“subscription notice”). Zhang Yinbao and Party C irrevocably agree that Party A has the subscription right. 3.1 Party A’s Bank
