Stock Code: Star Lake Bioscience Co.Inc.Zhaoqing Guangdong(600866) stock abbreviation: Star Lake Bioscience Co.Inc.Zhaoqing Guangdong(600866) No.: pro 2022020 Star Lake Bioscience Co.Inc.Zhaoqing Guangdong(600866) announcement on the transfer of equity of participating subsidiaries and related party transactions the board of directors and all directors 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:
After this equity transfer, Star Lake Bioscience Co.Inc.Zhaoqing Guangdong(600866) (hereinafter referred to as " Star Lake Bioscience Co.Inc.Zhaoqing Guangdong(600866) " or "the company") will no longer hold the equity of Guangdong Xinghu New Material Co., Ltd. (hereinafter referred to as "Xinghu new material"), and the joint and several guarantee liability of the company for the loan debt of Xinghu new material will disappear.
According to article 6.1.2 of the Listing Rules of Shanghai Stock Exchange, the total assets involved in this transaction are within the authority of the board of directors and do not need to be submitted to the general meeting of shareholders for deliberation.
This transaction constitutes a connected transaction, and the company has not had the same type of connected transaction with the same connected person in the 12 months before this transaction; There were three connected transactions of the same type (including this transaction) with different connected persons, with a total transaction amount of RMB 31.323 million, which did not reach more than 5% of the absolute value of the company's latest audited net assets.
1、 Overview of related party transactions
The company signed the equity transfer contract with Guangdong hardware and mineral import and Export Group Co., Ltd. (hereinafter referred to as "Minmetals Group") on March 25, 2022 to transfer 46.43% of the equity of Guangdong Xinghu New Material Co., Ltd. (hereinafter referred to as "Xinghu new material") held by the company at the price of 1 yuan, and received the letter of confirmation of contract termination and guaranteed debt elimination on March 28, 2022. This letter stipulates that, From March 28, 2022, the guarantee obligation of Star Lake Bioscience Co.Inc.Zhaoqing Guangdong(600866) to the maximum guarantee contract for Xinghu new material loan (Contract No.: 2013 maximum guarantee Zi No. 16, hereinafter referred to as the "maximum guarantee contract") will be relieved, and Star Lake Bioscience Co.Inc.Zhaoqing Guangdong(600866) the joint and several guarantee liability under the maximum guarantee contract will be eliminated.
Guangdong Guangxin Holding Group Co., Ltd. (hereinafter referred to as "Guangxin group"), the controlling shareholder of the company, holds 100% equity of Minmetals Group through Guangdong Yuexin Asset Management Co., Ltd., a wholly-owned subsidiary. This equity transfer constitutes a related party transaction. According to article 6.1.2 of the stock listing rules of Shanghai Stock Exchange and the relevant provisions of the articles of association, this transaction is within the authority of the board of directors, There is no need to submit it to the general meeting of shareholders for deliberation. 12 months before this transaction, the company did not have the same type of connected transaction with the same connected person; There were three connected transactions of the same type (including this transaction) with different connected persons, with a total transaction amount of RMB 31.323 million, which did not reach more than 5% of the absolute value of the company's latest audited net assets. This transaction fails to meet the standards for major asset restructuring stipulated in the administrative measures for major asset restructuring of listed companies, and does not constitute a major asset restructuring.
2、 Introduction to related parties
(I) introduction to related party relationship
Guangdong Guangxin Holding Group Co., Ltd
100% 20.22%
Guangdong Yuexin Asset Management Co., Ltd. Star Lake Bioscience Co.Inc.Zhaoqing Guangdong(600866) 100%
Guangdong hardware and mineral import and Export Group Co., Ltd
(II) basic information of related parties
Name of related party: Guangdong hardware and mineral import and Export Group Co., Ltd
Unified social credit code 9144 Shenzhen Cereals Holdings Co.Ltd(000019) 034126x6
Enterprise type: limited liability company (sole proprietorship of legal person invested or controlled by non natural person)
Legal representative: Gao Jingtao
Registered capital: 50 million yuan
Date of establishment: February 7, 1984
Registered address: No. 774, Dongfeng East Road, Yuexiu District, Guangzhou, Guangdong
Import and export of goods and technologies (including the export of antimony commodities), China Trade (except those prohibited by laws and administrative regulations; the main business items restricted by laws and administrative regulations can be operated only after obtaining permission), house leasing, property management and parking lot management. Warehousing, wharf loading and unloading and packaging of goods (the above items are operated by branches); (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
As of December 31, 2020 in the latest fiscal year, the total assets were 44.268 million yuan, and the audited main financial net assets were 62.077 million yuan; In 2020, the operating revenue was 1057875 million yuan and the net profit was -10.549 million yuan.
The relationship between Minmetals Group and the company in terms of property rights, business, assets, creditor's rights and debts, personnel, etc. meets the requirements of relevant laws and regulations.
3、 Basic information of related party transactions
(I) basic information of Xinghu new materials
1. Name: Guangdong Xinghu New Material Co., Ltd
2. Unified social credit Code: 91441203699753806x
3. Date of establishment: January 18, 2010
4. Enterprise type: other limited liability companies
5. Registered address: No. 6, No. 1, Xingsheng Fourth Road, Yong'an Town, Dinghu District, Zhaoqing City, Guangdong Province. Registered capital: 336 million yuan
7. Legal representative: Li Zhian
8. Business scope: R & D, production and sales of non-ferrous metals, environmental protection and other products; Technology import and export, goods import and export (excluding the import and export of goods and Technologies Prohibited by the state or approved by the design administration)
(II) historical evolution
On November 26, 2009, the first extraordinary general meeting of the company in 2009 deliberated and approved the proposal on investing in the production of high-precision aluminum strip. The company plans to invest 525.3 million yuan (accounting for 51% of the total investment of the project) to jointly invest in the production of high-precision aluminum strip with Guangxin group and Qingyuan South China copper and Aluminum Co., Ltd. (hereinafter referred to as "South China copper and aluminum"). The first phase of the project is planned to invest 420 million yuan, and the company will invest 215 million yuan by share.
1. In January 2010, Xinghu new material was established, with shareholders' subscribed capital of 150 million yuan and paid in capital of 75 million yuan, of which Star Lake Bioscience Co.Inc.Zhaoqing Guangdong(600866) subscribed capital of 76.5 million yuan and actual capital of 38.25 million yuan, with a shareholding ratio of 51%; Guangxin group subscribed 28.5 million yuan and actually contributed 14.25 million yuan, with a shareholding ratio of 19%; South China copper aluminum subscribed 45 million yuan and actually invested 22.5 million yuan, with a shareholding ratio of 30%.
2. In September 2010, Star Lake Bioscience Co.Inc.Zhaoqing Guangdong(600866) contributed 38.25 million yuan, and the actual contribution amounted to 76.5 million yuan, with a shareholding ratio of 51%; Guangxin Group invested 14.25 million yuan, and the actual contribution was 28.5 million yuan, with a shareholding ratio of 19%; South China copper aluminum has actually invested 22.5 million yuan, with a shareholding ratio of 30%.
3. In October 2010, South China copper aluminum transferred 15% of its 30% equity of Xinghu new material to Guangdong Guangxin Investment Holding Co., Ltd. (hereinafter referred to as "Guangxin investment"), and Guangxin investment took shares in Xinghu new material, with a subscribed capital contribution of 22.5 million yuan, accounting for 15%; At the same time, the subscribed capital contribution of South China copper and aluminum was changed to 22.5 million yuan, accounting for 15%.
4. In November 2010, Guangxin investment completed a capital contribution of 22.5 million yuan, with a shareholding ratio of 15%; The actual contribution of South China copper and aluminum is 22.5 million yuan, with a shareholding ratio of 15% Star Lake Bioscience Co.Inc.Zhaoqing Guangdong(600866) and Guangxin group's subscribed capital contribution, actual capital contribution and shareholding ratio have not changed.
5. In June 2011, Xinghu new materials increased its registered capital to 20.03 million yuan, of which Star Lake Bioscience Co.Inc.Zhaoqing Guangdong(600866) contributed 255153 million yuan, and the actual contribution amounted to 1020153 million yuan, accounting for 51% of the investment; Guangxin Group invested 9.557 million yuan, and the actual investment amounted to 38.057 million yuan, with an investment proportion of 19%; Guangxin investment contributed 15.09million yuan, and the actual investment amounted to 37.509 million yuan, with an investment proportion of 18.75%; The actual contribution of South China copper and aluminum is 22.5 million yuan, with an investment ratio of 11.25%.
6. In April 2012, Xinghu new materials increased its registered capital to 305.91 million yuan, of which Star Lake Bioscience Co.Inc.Zhaoqing Guangdong(600866) contributed 539988 million yuan, and the actual cumulative contribution was 1560141 million yuan, accounting for 51% of the investment; Guangxin Group invested 201172 million yuan, with a total of 581229 million yuan, accounting for 19% of the investment; Guangxin investment contributed RMB 198525 million, and the actual contribution totaled RMB 573615 million, with an investment proportion of 18.75%; The actual contribution of South China copper and aluminum is 22.5 million yuan, with a shareholding ratio of 7.36%; Guangdong Xingfa Aluminum Co., Ltd. (hereinafter referred to as "Xingfa aluminum") invested 119115 million yuan, with a shareholding ratio of 3.89%.
7. In June 2013, Guangdong Foreign Trade Materials Development Corporation (hereinafter referred to as "Guangdong materials") transferred 7.36% equity of Xinghu new materials held by South China copper and aluminum. After this equity change, the equity structure of Xinghu new material: Star Lake Bioscience Co.Inc.Zhaoqing Guangdong(600866) holding 51%; Guangxin group holds 19%; Guangxin investment holds 18.75%; Guangdong material holding 7.36%; Xingfa aluminum holds 3.89%.
8. In August 2013, Guangxin group transferred its 19% equity and 7.36% equity held by Guangdong materials to Guangxin investment. Guangxin investment increased its capital by 30.09 million yuan, and Xinghu new materials increased its registered capital by 336 million yuan, of which Guangxin investment actually invested 1680744 million yuan and held 50.02% shares Star Lake Bioscience Co.Inc.Zhaoqing Guangdong(600866) actually contributed 156014100 yuan, holding 46.43% shares; Xingfa aluminum actually invested 119115 million yuan, holding 3.55%.
9. In December 2017, 50.02% equity held by Guangxin investment was transferred to Guangdong Guangxin Mining Resources Group Co., Ltd. (hereinafter referred to as "Guangxin mining"). After this shareholder change, Guangxin mining actually invested 1680744 million yuan, holding 50.02% Star Lake Bioscience Co.Inc.Zhaoqing Guangdong(600866) actual contribution totaled 1560141, accounting for 46.43%; Xingfa aluminum actually invested 119115 million yuan, accounting for 3.55%.
10. In November 2021, Guangxin mining was absorbed and merged by Minmetals Group, and transferred all 50.02% equity of Xinghu new materials to Minmetals Group at the price of 0 yuan. After this equity change, Minmetals Group holds 50.02% Star Lake Bioscience Co.Inc.Zhaoqing Guangdong(600866) holding 46.43%; Xingfa aluminum holds 3.55%.
11. In March 2022, Xingfa aluminum transferred its 3.55% equity of Xinghu materials to Minmetals Group at the price of 1 yuan. After this equity change, Minmetals Group held 53.57% Star Lake Bioscience Co.Inc.Zhaoqing Guangdong(600866) holds 46.43%.
(III) shareholders and equity
At present, the shareholding structure of Xinghu new material is: Minmetals Group holds 53.57% and Star Lake Bioscience Co.Inc.Zhaoqing Guangdong(600866) holds 46.43%.
(IV) business operation
Xinghu new materials Co., Ltd. was completed and put into operation in October 2012 without foreign investment. Its main business is the R & D, production and sales of non-ferrous metals, environmental protection and other products. From the start of production to the end of 2015, Xinghu new materials has consistently accumulated a loss of 334.73 million yuan, mainly relying on government subsidies, bank renewal and shareholder loans to maintain production and operation, which has been in a difficult situation for a long time. Xinghu new material began to implement the work of "suspension of production for rectification, renewal, transformation and reorganization and revitalization" since February 2016. It has been trying to introduce new investors, but failed to find partners for various reasons.
The main audited financial data of the last three years are as follows:
(unit: 10000 yuan):
Indicator 201812.31201912.31202012.312021.7.31
Total assets 5708335429118737296913571090
Total liabilities 106707741111755811 Org Technology Co.Ltd(002701) 10894610
Net assets -4962439 -6826371 -7273010 -7323520
Indicators 20182019 2020 January July 2021
Operating income 559.76 --- 33.85---
Net profit -2237578 -1863932 -446640 -280643
Note: the financial data of the last three years are extracted from the audit report issued by Zhongshen Zhonghuan Certified Public Accountants (special general partnership), and the financial data of the latest period are extracted from the special report on assets and capital verification issued by Guangdong zhongsui certified public accountants Co., Ltd
