Securities code: Angel Yeast Co.Ltd(600298) securities abbreviation: Angel Yeast Co.Ltd(600298) Lin No. 2022034 Angel Yeast Co.Ltd(600298)
Announcement on the proposed transfer of equity of Xiwang company
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:
Angel Yeast Co.Ltd(600298) (hereinafter referred to as the company) plans to transfer 952381% of the equity of Yichang Xiwang Food Co., Ltd., the holding subsidiary, to Angel Biotechnology Co., Ltd. (hereinafter referred to as angel Biotechnology), a wholly-owned subsidiary of Hubei Angel biological group (hereinafter referred to as Angel Group).
In the past 12 months, the company and the related party Angel Biotechnology Co., Ltd. have not conducted related party transactions other than the disclosed daily related party transactions.
The related party transaction has been deliberated and approved at the 39th meeting of the eighth board of directors and the 34th meeting of the eighth board of supervisors. According to the stock listing rules and the articles of association of Shanghai Stock Exchange, the transaction need not be submitted to the general meeting of shareholders for deliberation.
1、 Transaction overview
(I) the company holds 952381% of the equity of Xiwang company. In order to peel off the business sector outside the planned industry, realize resource concentration, focus on the main business of yeast and prevent business operation risks, the company plans to transfer the equity to Angel biotechnology, a wholly-owned subsidiary of Angel Group, the controlling shareholder.
(II) the transaction has been reviewed and approved by the 16th meeting of the audit committee of the 8th board of directors of the company with 5 affirmative votes, 2 withdrawal votes, 0 negative votes and 0 abstention votes. It is agreed to submit the transaction to the 39th meeting of the 8th board of directors of the company for deliberation, and the audit committee of the board of directors issued a written review opinion.
(III) the independent directors of the company approved the transaction in advance, issued their approval opinions in advance, and agreed to submit the matter to the 39th meeting of the eighth board of directors for deliberation.
(IV) this transaction has been deliberated and approved by the 39th meeting of the 8th board of directors with 6 affirmative votes, 5 withdrawal votes, 0 negative votes and 0 abstention votes. Independent directors of the company expressed independent opinions.
(V) this transaction has been deliberated and approved by the 34th meeting of the 8th board of supervisors with 3 affirmative votes, 0 negative votes and 0 abstention votes.
(VI) the procedures of the board of directors in considering this transaction comply with the provisions of laws and regulations such as the Listing Rules of Shanghai Stock Exchange and the articles of association. (VII) according to the relevant provisions of the articles of association and the Listing Rules of Shanghai Stock Exchange, this transaction belongs to related party transactions and does not need to be submitted to the general meeting of shareholders for deliberation. It shall be implemented after being deliberated and approved by the board of directors of the company. (VIII) this connected transaction does not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies.
(IX) as of this related party transaction, the company and the related party Angel biotechnology have not conducted any related party transaction other than the disclosed daily related party transaction in the past 12 months.
2、 Basic introduction to the counterparty
Angel biotechnology is a wholly-owned subsidiary of Angel Group. It was established on February 11, 2022. Its registered address is No. 168, Chengdong Avenue, Yichang city. Its registered capital is 200 million yuan and its legal representative is Xiong Tao. The business scope of Angel Group is mainly engaged in the investment and management of biotechnology and biological industry; Asset management services invested by self owned funds; Technical services, technical development, technical consultation, technical exchange, technology transfer, technology promotion, etc.
3、 Subject matter of transaction
Xiwang company was founded in 1956, formerly known as Yichang milk company. Its registered address is No. 3-6, Dongcheng Road, Yiling District, Yichang city. Its registered capital is 21 million yuan and its legal representative is Cheng Jian.
Xiwang company currently has nearly 200 employees, has modern dairy processing production lines, 5 joint farms, and a first-class GMP factory in China, with an annual processing capacity of 30000 tons of raw milk. Its main products include sour milk, fresh milk, milk containing beverages, flavored milk, lactic acid bacteria beverages, etc., which are listed in more than 30 varieties, mainly engaged in the production of dairy products and beverages.
The equity structure of Xiwang company is as follows:
Serial number shareholder name shareholding ratio (%)
1 Angel Yeast Co.Ltd(600298) 952381%
2 Hubei Angel biological Group Co., Ltd. 4.6392%
3 Peng Wen 0.1227%
Total 100.00%
The relevant financial status of Xiwang company is as follows:
Unit: 10000 yuan
December 31, 2019 December 31, 2020 December 31, 2021 project
(audited) (audited) (audited)
Current assets 130496114494 895.85
Fixed assets 262723359091370169
Intangible assets 682.28 667.03 651.78
Total assets 527627546330560433
Total liabilities 252130330899378976
Net assets 275497215430181457
Project 20192020 2021
Operating income 634964523538657108
Total profit 24.40 -442.12 -442.66
Net profit 19.40 -600.66 -339.73
4、 Basic transfer scheme
According to the appraisal report zrpbz [2022] No. 000176 issued by zhongruishilian asset appraisal group Co., Ltd., as of the benchmark date of December 31, 2021, the value of all shareholders’ equity of Xiwang company is 24.005 million yuan by using the asset-based method. Calculated according to the company’s shareholding ratio of 952381%, the amount of equity transfer price is 228576 million yuan.
Angel biotechnology plans to make a one-time payment to the company for the equity transfer. Any taxes and fees (including but not limited to deed tax, land value-added tax, value-added tax, etc.) to be paid for the transfer and transfer of assets in the asset appraisal report and registration in the name of angel biotechnology shall be borne by angel biotechnology according to law.
5、 Purpose of transfer and its impact on Listed Companies
The transfer of equity of Xiwang company is an important measure to clean up and withdraw “non main business without advantages and inefficient and invalid assets”. The equity transfer price is fair and reasonable and will not have a significant impact on the company’s future financial status and operating results.
This transfer of equity of Xiwang company is conducive to the concentration of resources, focusing on the main business of yeast, reducing operating losses and preventing operating risks, which is in line with the direction of the company’s “14th five year plan”, helps to enhance the sustainable profitability and comprehensive competitiveness of listed companies, is conducive to the implementation of the overall business strategy of listed companies, and continues to promote the steady and healthy development of the company, without damaging the interests of listed companies and shareholders.
6、 Risk analysis
This equity transfer has not been examined and approved by Yichang state owned assets management department, and there is still uncertainty.
7、 Directory of documents for future reference
(I) evaluation report;
(II) prior approval opinions confirmed by independent directors;
(III) opinions of independent directors signed and confirmed by independent directors;
(IV) written audit opinions of the audit committee of the board of directors;
(V) resolutions of the 39th meeting of the 8th board of directors of the company;
(VI) resolutions of the 34th meeting of the 8th board of supervisors of the company.
It is hereby announced.
Angel Yeast Co.Ltd(600298) board of directors March 29, 2022
