Securities code: China Railway Prefabricated Construction Co.Ltd(300374) securities abbreviation: China Railway Prefabricated Construction Co.Ltd(300374) Announcement No.: 2022016 China Railway Prefabricated Construction Co.Ltd(300374)
Announcement on the transfer of company’s creditor’s rights and related party transactions
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 related party transactions
1. China Railway Prefabricated Construction Co.Ltd(300374) (hereinafter referred to as “the company”) has signed the creditor’s rights transfer contract (hereinafter referred to as “the transfer contract”) with Mr. Sun Zhiqiang, the largest shareholder of the company. Mr. Sun Zhiqiang plans to transfer the creditor’s rights held by the company totaling 8835540652 yuan (hereinafter referred to as “the subject assets”).
2. Mr. Sun Zhiqiang is a connected natural person of the company, and this transaction constitutes a connected transaction.
3. On March 23, 2022, the fourth meeting of the Fourth Board of directors of the company deliberated and adopted the proposal on creditor’s rights transfer and related party transactions. Mr. Sun Zhiqiang, a related director, avoided voting, and 5 non related directors should participate in the voting. The proposal was adopted with 5 votes in favor, 0 votes against and 0 abstentions. The independent directors recognized the connected transaction in advance and expressed independent opinions on the connected transaction. On the same day, the third meeting of the Fourth Board of supervisors of the company deliberated and adopted the proposal on creditor’s rights transfer and related party transactions.
4. This connected transaction does not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies.
2、 Basic information of related parties
1. Basic information
Name: Sun Zhiqiang
ID number: 11022519590613
2. Association description
Mr. Sun Zhiqiang holds 75297398 shares of the company, with a shareholding ratio of 30.62%. He is a shareholder holding more than 5% of the company and serves as the chairman of the company. According to the Listing Rules of Shenzhen Stock Exchange gem and the guidelines for the standardized operation of companies listed on Shenzhen Stock Exchange gem, Mr. Sun Zhiqiang is a related party, and this transaction constitutes a related party transaction.
3、 Overview of underlying assets
The underlying asset of this transaction is the creditor’s rights held by the company, totaling 8835540652 yuan. There is no mortgage, pledge or other third-party rights of the subject assets, and there is no restriction of the company’s rights over the subject assets due to major litigation, arbitration, seizure, freezing and other matters.
4、 Main contents of transaction contract
(I) contract subject
Transferor: China Railway Prefabricated Construction Co.Ltd(300374)
Transferee: Sun Zhiqiang
(II) assignment of creditor’s rights
The transferor transfers the creditor’s rights of accounts receivable and advance payment to the transferee at the agreed price.
(III) commitment and guarantee
3.1 The transferor is responsible for notifying the payer (debtor) in writing of the transfer of creditor’s rights.
3.2 if the payer (debtor) is unable to repay or refuses to pay the accounts receivable and advance payment under the transfer contract, the transferee shall bear all risks and waive the right of recourse against the transferor.
(IV) transfer price of creditor’s rights
The total amount of accounts receivable and prepayments (creditor’s rights) transferred under this contract is 8835540652 yuan, and the transfer price is 8835540652 yuan.
(V) payment of transfer price
5.1 the transferee shall pay or instruct a third party to pay 8835540652 yuan to the transferor within 3 working days after the effectiveness of this agreement.
5.2 after the effectiveness of this contract, if the transferor receives the payment from the payer of the above accounts receivable and advance payment, or the transferor recovers the above accounts receivable and advance payment or realizes the creditor’s rights through other legal means, the transferor shall immediately notify the transferee and offset the creditor’s rights transfer price payable by Party B after the effectiveness of the transfer contract. If the transferee has paid off the debt transfer price, the transferor shall pay it to the transferee within 7 working days after receiving the relevant payment from the original debtor.
5、 Pricing policy and basis of transaction
On the basis of equality and mutual benefit, all parties to the transaction shall follow the objective, fair and fair pricing principle and determine the transfer price according to the original value of the creditor’s rights.
6、 Transaction purpose and impact on the company
The value of the creditor’s rights held by the above transferred company is equivalent to the transfer price paid by the transferee, Mr. Sun Zhiqiang. There is no devaluation, discount, repurchase, balance replenishment and other creditor’s rights reversal.
The transaction of the company’s transfer of creditor’s rights is conducive to safeguarding the interests of the company and all shareholders, optimizing the company’s financial structure and improving the efficiency of fund use. The transaction price is fair and reasonable, and there is no behavior damaging the interests of the company and all shareholders. The related party transaction does not make the company dependent on related parties and will not affect the independence of the company.
7、 From the beginning of the year to the disclosure date, the total amount of various related party transactions with the related person has been accumulated. Since the beginning of 2022, the total amount of various related party transactions actually occurred between the company and Mr. Sun Zhiqiang is 0 yuan (excluding the amount of this transaction).
8、 Prior approval and independent opinions of independent directors
The independent directors of the company approved the related party transaction in advance, agreed to the proposal and agreed to submit the proposal to the board of directors for deliberation.
Independent directors believe that:
1. The convening and convening procedures of this meeting comply with the provisions of relevant laws, regulations and the articles of association. 2. Mr. Sun Zhiqiang, a related director of the company, avoided voting when approving the proposal. The decision-making and voting procedures of this related party transaction comply with the provisions of relevant laws, regulations and the articles of association.
3. The transaction of the company’s transfer of creditor’s rights follows the principle of objective, fair and fair pricing, and the transaction price is determined according to the original value of accounts receivable. There is no situation that damages the interests of the company’s shareholders, especially the minority shareholders, and will not have an adverse impact on the company’s sustainable operation ability and independence.
Documents for future reference:
1. Resolution of the 4th meeting of the 4th board of directors
2. Prior approval opinions of independent directors on matters related to the fourth meeting of the Fourth Board of directors
3. Independent opinions of independent directors on matters related to the fourth meeting of the Fourth Board of directors
4. Resolution of the 3rd meeting of the 4th board of supervisors
It is hereby announced.
China Railway Prefabricated Construction Co.Ltd(300374) board of directors March 24, 2022
