Securities code: Sinopec Shanghai Petrochemical Company Limited(600688) securities abbreviation: Sinopec Shanghai Petrochemical Company Limited(600688) Announcement No.: pro 202216 China Petroleum & Chemical Corporation(600028) Shanghai Petrochemical Co., Ltd
About the signing of equity forward transfer and other agreements by subsidiaries
And related party transactions
The board of directors, all directors and relevant shareholders 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 content tips:
Content of related party transactions: the 16th meeting of the board of directors of the company was held on March 23, 2022, Review and approve Sinopec Shanghai Petrochemical Company Limited(600688) Investment Development Co., Ltd. (hereinafter referred to as "Shanghai Petrochemical investment") which is a wholly-owned subsidiary of Sinopec Shanghai Petrochemical Company Limited(600688) Shanghai Petrochemical Co., Ltd. (hereinafter referred to as "the company") and China Petroleum & Chemical Corporation(600028) group Capital Co., Ltd. (hereinafter referred to as "Sinopec Group") which is actually controlled by Petrochina Company Limited(601857) Chemical Group Co., Ltd. (hereinafter referred to as "Sinopec Group") "Petrochemical capital") intends to sign the entrusted operation and management agreement and the equity forward transfer agreement (hereinafter collectively referred to as the "agreement") before June 30, 2022. According to the arrangement of the agreement, Sinopec capital will entrust Shanghai Petrochemical investment to exercise the operation and management right of Langfang feize composite material technology Co., Ltd. (hereinafter referred to as the "target company" or "feize company") on its behalf, and Sinopec Shanghai Petrochemical Company Limited(600688) invest in the target company to be invested by petrochemical capital within 19 months from the day after the completion of the investment settlement of the target company, Acquire 49.9% equity of the target company held by petrochemical capital (hereinafter referred to as "target equity"). The transfer consideration of the underlying equity will be specified in a supplementary agreement signed by petrochemical capital and Shanghai Petrochemical investment according to the evaluation value of the underlying equity at that time.
This connected transaction does not constitute a major asset restructuring as stipulated in the administrative measures for major asset restructuring of listed companies.
The transaction amount involved in this connected transaction does not reach 5% of the latest audited net assets of the company, so it is not necessary to submit it to the general meeting of shareholders of the company for deliberation. The specific transaction amount of equity forward transfer will be specified in a separate agreement signed by petrochemical capital and Sinopec Shanghai Petrochemical Company Limited(600688) investment according to the evaluation value of the underlying equity at that time,
The company will submit it to the board of directors and / or the general meeting of shareholders for deliberation and approval (if necessary) and make a separate announcement in accordance with relevant laws and regulations and the articles of association. Within 12 months before the date of publication of this announcement, the connected transactions between the company and the same connected person and the connected transactions related to "entrusted or entrusted management of assets and businesses" and "purchase or sale of assets" with different connected persons (except those reviewed and disclosed in accordance with the provisions of the Listing Rules of Shanghai Stock Exchange) did not reach 5% of the latest audited net assets of the company. According to Chapter 14A of the Securities Listing Rules of the stock exchange of Hong Kong Limited (hereinafter referred to as "Hong Kong Listing Rules"), petrochemical capital is a connected person of the company, and the transactions involved in the Agreement constitute connected transactions of the company.
1、 Overview of related party transactions
Sinopec Shanghai Petrochemical Company Limited(600688) investment, a wholly-owned subsidiary of the company, plans to sign the entrusted operation and management agreement and the equity forward transfer agreement before June 30, 2022. According to the agreement, petrochemical capital will entrust Sinopec Shanghai Petrochemical Company Limited(600688) investment to exercise the operation and management right of the target company on its behalf, and Sinopec Shanghai Petrochemical Company Limited(600688) investment will acquire the target equity held by petrochemical capital on the basis of entrusted operation within 19 months from the day after the completion of the investment settlement of the target company.
Since Sinopec Group is the actual controller of the company, petrochemical capital is the subsidiary directly controlled by Sinopec Group, and Sinopec Shanghai Petrochemical Company Limited(600688) investment is the wholly-owned subsidiary of the company, Sinopec Shanghai Petrochemical Company Limited(600688) investment signed the above agreement with petrochemical capital in accordance with the relevant provisions of Shanghai Stock Exchange Stock Listing Rules and Shanghai Stock exchange self regulatory guidance No. 5 - transactions and connected transactions. The 16th meeting of the 10th board of directors of the company reviewed the signing of the above-mentioned agreement between Sinopec Shanghai Petrochemical Company Limited(600688) investment and petrochemical capital according to the approval procedures of related party transactions.
Within 12 months before the date of publication of this announcement, the company has not had any unpublished related party transactions with the same related party, nor has it had any unpublished related party transactions with different related parties related to "entrusted or entrusted management of assets and businesses" and "purchase or sale of assets".
The transaction amount involved in this connected transaction is expected to not reach 5% of the absolute value of the company's latest audited net assets, so it is not necessary to submit it to the general meeting of shareholders for deliberation. The specific transaction amount of equity forward transfer will be specified in a supplementary agreement signed by petrochemical capital and Sinopec Shanghai Petrochemical Company Limited(600688) investment according to the evaluation value of the underlying equity at that time. The company will submit it to the board of directors and / or the general meeting of shareholders for deliberation and approval (if necessary) and make a separate announcement according to relevant laws and regulations and the articles of association.
This connected transaction does not constitute a major asset reorganization as stipulated in the measures for the administration of major asset reorganization of listed companies of the China Securities Regulatory Commission.
2、 Introduction to related parties
As of the disclosure date of this announcement, Sinopec Group is the actual controller of the company, Sinopec Group directly holds 51% of the shares of petrochemical capital, and petrochemical capital is a company controlled by the actual controller of the company and constitutes a related party of the company. Company name China Petroleum & Chemical Corporation(600028) group Capital Co., Ltd
Date of establishment: July 10, 2018
Enterprise nature other limited liability companies
Registration address of xiong'an citizen service, Rongcheng County, xiong'an area, China (Hebei) pilot Free Trade Zone
Unit 215, 2nd floor, building C, central enterprise office area
Registered capital: RMB 100000000, legal representative: Sun Mingrong
Project investment, equity investment, entrusted management of equity investment fund, engaged in investment management and investment consulting (except securities and futures investment consulting), and the business scope of self holding equity
Management, financial consultation. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Major shareholders: Sinopec Group (51%), China Petroleum & Chemical Corporation(600028) (49%)
As of December 31, 2021, the total capital assets of petrochemicals are 13241625 million yuan, the total liabilities are 7034255 million yuan, and the owner's equity is 125381955 million yuan; In 2021, the operating income was 2.4717 million yuan and the net profit was 9904298 million yuan (Unaudited).
3、 Basic information of related party transactions
(I) name and type of transaction
This related party transaction is entrusted by petrochemical capital to Sinopec Shanghai Petrochemical Company Limited(600688) investment, a wholly-owned subsidiary of the company, to exercise the operation and management right of feize company on its behalf, and plans to transfer its subject equity to Shanghai Petrochemical investment at the time agreed in the equity forward transfer agreement.
(II) subject matter of transaction
The subject matter of the transaction is the subject equity. The basic information of the target company is as follows: Enterprise Name: Langfang feize Composite Technology Co., Ltd
Date of establishment: February 21, 2019
Enterprise nature other limited liability companies
Main registered address of Fengxiang road entrepreneurship center, Langfang high tech Industrial Development Zone, anci District, Langfang City
Building 618-31 (in Yungu technology incubator (Langfang) Co., Ltd.)
The registered capital is 18447058700 yuan
Research and development, production, processing, sales and technical services of polymer materials, carbon fiber composites and products, carbon nano materials; R & D, manufacturing, leasing, sales and technical services of mechanical equipment; Research and development, manufacturing, sales and technical services of molds, inspection tools and fixtures; Manufacturing and sales of auto parts and accessories; Manufacturing and sales of railway rolling stock accessories; Manufacturing and sales of aerospace and equipment; Import and export of goods. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Description of the ownership of the transaction object: the ownership of the transaction object is clear, there are no restrictions on rights such as freezing and pledge, and there are no major ownership disputes.
Shareholders of the target company: Petrochemical capital (holding 49.9% equity of the target company), Hubei Changjiang Weilai new energy industry development fund partnership (limited partnership) (holding 27.6% equity of the target company), Suzhou yuanzhixin venture capital partnership (limited partnership) (holding 9.3% equity of the target company), Langfang zhicarbon enterprise management partnership (limited partnership) (holding 6.1% equity of the target company) Langfang high tech Zone Construction and Development Co., Ltd. (holding 5.4% equity of the target company) and Shanghai Weixu enterprise management partnership (limited partnership) (holding 1.6% equity of the target company)
The basic information of the main shareholders of the subject company is as follows:
1. Hubei Changjiang Weilai new energy industry development fund partnership (limited partnership)
Date of establishment: November 30, 2016
Nature of enterprise limited partnership registered address: No. 117, zuoling Road, zuoling Town, Donghu New Technology Development Zone, Wuhan
No. 224, second floor, building 6 (D6), phase I plant of the Industrial Park (Wuhan area of the free trade zone)
The total contribution is 4569.1 million yuan
Investment in new energy industry; Engage in non Securities equity investment activities and related consulting services (excluding projects restricted and prohibited by national laws and regulations and decisions of the State Council; do not publicly raise and issue funds in any way) (do not engage in business scope)
Collect public deposits or absorb public deposits in a disguised form, and shall not engage in financial businesses such as issuing loans). (for projects subject to examination and approval according to law, business activities can be carried out only after examination and approval by relevant departments)
2. Suzhou yuanzhixin venture capital partnership (limited partnership)
Date of establishment: August 5, 2020
Nature of Enterprise Limited Partnership
Registered address: Room 101, building 6, No. 2888, Wuzhong Avenue, Yuexi street, Wuzhong Economic Development Zone, Suzhou
The total contribution is 441598 million yuan
General items: venture capital (except for the items subject to approval according to law, the business scope shall be held by the business license)
Carry out business activities independently according to law)
3. Langfang zhicarbon enterprise management partnership (limited partnership)
Date of establishment: December 7, 2021
Nature of Enterprise Limited Partnership
Registered address of entrepreneurship in Hebei Langfang high tech Industrial Development Zone, anci District, Langfang City, Hebei Province
No. 618-33, 6th floor, Xinzhou
The total contribution is 112941 million yuan
Enterprise headquarters management. Enterprise management consulting. (for projects subject to approval according to law, the business scope
Business activities can only be carried out after approval by relevant departments)
4. Langfang high tech Zone Construction Development Co., Ltd
Date of establishment: May 25, 2015
Enterprise nature: limited liability company (solely state-owned)
Registered address: the main building of entrepreneurship center, high tech Zone, anci District, Langfang City, Hebei Province, with a registered capital of 50 million yuan
Infrastructure construction and operation management of the park; Land consolidation; Park management services. Business scope (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
5. Shanghai Weixu enterprise management partnership (limited partnership)
Date of establishment: December 5, 2018
Nature of Enterprise Limited Partnership
Registered address: room 120-5, building 1, No. 1999, Beixing Road, Sanxing Town, Chongming District, Shanghai (Shanghai yuhaitang Technology Park)
The total contribution is 7.05 million yuan
Enterprise management and consulting. (for projects subject to approval according to law, the business scope shall be approved by relevant departments
Before business activities can be carried out)
The shareholders of the target company other than Petrochemical capital have agreed in writing to waive the preemptive right of assignment. The company does not provide guarantee for the target company, entrust the company with financial management or occupy the company's funds.
As of December 31, 2021, the total assets of the subject company are RMB 300.97 million, the total liabilities are RMB 27.154 million and the owner's equity is RMB 29.43 million; In 2021, the operating revenue was 88.38 million yuan and the net profit was 5.28 million yuan (Unaudited).
The long-term equity transfer will not change the scope of the company's consolidated statements.
4、 Main contents of equity forward transfer agreement
Sinopec Shanghai Petrochemical Company Limited(600688) investment and petrochemical capital intend to sign the equity forward transfer agreement before June 30, 2022. The main terms are as follows:
(I) time of transfer
On the premise of meeting the preconditions agreed in the equity forward transfer agreement, the forward equity transfer will be completed within 19 months from the day after the completion of the investment settlement of the target company by petrochemical capital.
(II) pricing principle
The asset appraisal institution is employed by petrochemical capital to evaluate the underlying equity, and the benchmark date is determined by petrochemical capital and Shanghai
