Securities code: Shanghai Prosolar Resources Development Co.Ltd(600193) securities abbreviation: Shanghai Prosolar Resources Development Co.Ltd(600193) No.: 2022013 Shanghai Prosolar Resources Development Co.Ltd(600193)
About 60% equity sale of Shanghai Dongjiang Construction Engineering Co., Ltd
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:
Shanghai Prosolar Resources Development Co.Ltd(600193) (hereinafter referred to as "the company" and "the company") intends to transfer 60% equity of Shanghai Dongjiang Architectural Decoration Engineering Co., Ltd. (hereinafter referred to as "Dongjiang decoration" or "target company") to Shanghai wumutian Technology Development Co., Ltd. (hereinafter referred to as "wumutian" and "Transferee").
This transaction involves the change of the scope of consolidated statements. After the completion of this transaction, Shanghai Dongjiang Architectural Decoration Engineering Co., Ltd. will no longer be included in the scope of consolidated statements.
This transaction does not constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies.
The transfer of 60% equity of Dongjiang decoration (hereinafter referred to as the "underlying equity") to Wumu field constitutes a related party transaction.
Up to the date of this related party transaction, the listed company has purchased materials from five mu of land for 75119254 yuan in the past 12 months.
The performance commitment compensation and impairment compensation paid by Shanghai Shangyuan Construction Technology Co., Ltd. (hereinafter referred to as "Shangyuan construction") to the company under the previous restructuring, the equity transfer price paid by Wumu field to the company under this transaction and the equity transfer price paid by the company to Shangyuan construction under the previous restructuring will be settled at this stage. Shangyuan construction and Wumu field shall jointly undertake the payment obligation to the company for the settlement amount agreed in the preceding paragraph and bear joint and several liabilities to each other. The internal amount borne by Shangyuan construction and Wumu field shall be handled by themselves.
There are no major legal obstacles to the implementation of the transaction. This transaction has been deliberated and approved at the 9th meeting of the eighth board of directors of the company, and this transaction needs to be deliberated and approved by the general meeting of shareholders of the company.
1、 Overview of related party transactions
(I) basic information of the transaction
In July 2019, the company transferred 60% equity of Dongjiang decoration held by Shangyuan construction by paying cash for assets, and the purchase price was 66 million yuan. At the same time, Shangyuan construction promised the operating performance of Dongjiang decoration from 2019 to 2021 and compensated the company for the unrealized profit difference according to the agreement. (hereinafter referred to as "previous restructuring")
As of the disclosure date of this announcement, the performance commitment period of the previous restructuring has ended, and Dongjiang decoration has not completed the performance commitment. The company has paid the total equity transfer price of the previous restructuring of 36 million yuan, and the remaining 30 million yuan has not been paid.
Affected by the epidemic and other factors, Dongjiang decoration's future operation and performance may not be as expected. According to the company's strategic development needs, the company optimizes the company's asset structure and reduces the company's operational risk. Now, the company has signed the equity transfer agreement through friendly negotiation with Shanghai wumutian technology development Co., Ltd., and plans to transfer 60% of the equity of Dongjiang decoration to wumutian. At the same time, The aforesaid equity transfer price payable by Wumu Tian to the company shall be deducted and settled with the performance commitment compensation and impairment compensation payable by Shangyuan construction to the company under the previous restructuring and the equity transfer price not paid by the company to Shangyuan construction. Shangyuan construction waives the preemptive right involved in this transaction. (hereinafter referred to as "this transaction")
After the completion of this transaction, the company will no longer hold the equity of Dongjiang decoration, and Dongjiang decoration will no longer be included in the scope of the company's consolidated statements. Wumu Tian, the counterparty of this transaction, is a related party of the company. According to the provisions of the stock listing rules of Shanghai Stock Exchange, this transaction is regarded as a related party transaction based on the principle of prudence. This connected transaction does not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies.
For this transaction, the company signed the equity transfer agreement with Wumu Tian and the settlement agreement with Wumu Tian and Shangyuan construction.
Up to the date of this related party transaction, the listed company has purchased materials from five mu of land for 75119254 yuan in the past 12 months. (II) review procedure of transaction
At the 9th meeting of the 8th board of directors and the 7th Meeting of the 8th board of supervisors held on March 30, 2022, the company considered and approved the proposal on selling 60% equity and related party transactions of Shanghai Dongjiang Architectural Decoration Engineering Co., Ltd., and agreed that the company would transfer all its equity of Dongjiang decoration to Wumu field. The independent directors expressed their independent opinions on the transaction.
According to the Listing Rules of Shanghai Stock Exchange and the articles of association, the proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
2、 Introduction to related parties
(I) basic information of related parties
Company name: Shanghai wumutian Technology Development Co., Ltd
Company type: limited liability company (invested or controlled by natural person)
Registered address: room 1745, floor 1, building 8, No. 33, Guangshun Road, Changning District, Shanghai
Legal representative: Ding libin
Date of establishment: July 26, 2016
Registered capital: 3.6 million yuan
Unified social credit Code: 91310105ma1fw3nt9b
Actual controller: Liang Minghua
Business scope: licensed projects: construction engineering design; Building intelligent system design; Construction project construction; Residential interior decoration; Various engineering construction activities; Import and export of goods; Technology import and export. (for projects that must be approved according to law, business activities can be carried out only after being approved by relevant departments, and the specific business projects shall be subject to the approval documents or licenses of relevant departments) general projects: Landscaping Engineering Construction; Sales of household appliances; Sales of daily necessities; Sales of communication equipment; Wholesale of hardware products; Sales of building materials; Wholesale of computer software, hardware and auxiliary equipment; Retail of computer software, hardware and auxiliary equipment; Sales of electronic products; Network equipment sales; Sales of communication equipment; Sales of electrical and mechanical equipment; Sales of special equipment for environmental protection; Fire fighting equipment sales; Sales of office equipment; Sales of wearable smart devices; Computer and office equipment maintenance; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Software development; Contract energy management; Internet of things application services; General mechanical equipment installation services; Advertising design and agency; Information system integration service; Engineering management services; Design and construction services of safety technology prevention system. (except for the items that must be approved according to law, the company shall independently carry out business activities according to law with its business license).
Ownership structure of the company:
Name of shareholder contribution amount (10000 yuan) shareholding ratio
Shanghai Yangyi Information Technology Center (limited partnership) 234 65.00%
Shanghai Pengtai Investment Management Center (limited partnership) 126 35.00%
Its main business has developed normally in the past three years and has normal performance ability.
