Securities code: Gree Real Estate Co.Ltd(600185) stock abbreviation: Gree Real Estate Co.Ltd(600185) No.: pro 2022033
Bond Code: 150385, 143195, 143226, 151272, 188259
Bond abbreviation: grid 18 01, grid 18 02, grid 18 03, grid 19 01, grid 21 02
Gree Real Estate Co.Ltd(600185)
Announcement on public listing and transfer of 51% equity of subsidiaries
hot tip
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:
The company plans to transfer 51% of the equity of Zhuhai Haikong pelagic fishery Investment Co., Ltd. (hereinafter referred to as “pelagic fishery”) through the property rights trading center, and the listing reserve price of this equity transfer shall not be less than 273609 million yuan.
This transaction adopts the method of public listing transfer. At present, the counterparty is uncertain, and it is impossible to determine whether it constitutes a connected transaction. This transaction does not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies.
This transaction needs to be submitted to the general meeting of shareholders of the company for deliberation.
This transaction is conducted through public listing. The transferee of the transaction and the final transaction price are still uncertain. The transaction price is subject to the final actual delisting transaction price. Please pay attention to the investment risk.
1、 Transaction overview
On March 31, 2022, the 28th meeting of the seventh board of directors of the company deliberated and approved the proposal on public listing and transfer of 51% equity of subsidiaries, and agreed that the company would publicly list and transfer 51% equity of pelagic fishery through the property rights trading center, According to the asset appraisal report on the value of all shareholders’ equity project of Zhuhai Haikong ocean fishery Investment Co., Ltd. involved in Gree Real Estate Co.Ltd(600185) proposed equity transfer (hereinafter referred to as the “asset appraisal report”) issued by Beijing Huaya Zhengxin Asset Appraisal Co., Ltd., the appraisal value of all shareholders’ equity of ocean fishery is 53.649 million yuan, and the appraisal value of 51% equity is 273609 million yuan, The listing reserve price of this equity transfer shall not be less than 273609 million yuan, and the transaction price shall be subject to the final actual delisting transaction price. After the completion of this transaction, the company still holds 49% equity of pelagic fishery. This transaction needs to be submitted to the general meeting of shareholders of the company for deliberation.
Given that this transaction is transferred by public listing, the counterparty is still uncertain, and it is impossible to determine whether it constitutes a connected transaction. The company will perform corresponding procedures according to the delisting results and relevant regulations. This transaction does not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies.
By the end of 2021, the audited total liabilities of pelagic fishery (consolidated caliber) were 6808808400 yuan. According to relevant contracts, the consent of some creditors is still required.
2、 Counterparty information
This transaction is conducted through public listing, and the transferee and final transaction price of the transaction are still uncertain. Under the same conditions, Zhuhai Shunyuan Enterprise Management Co., Ltd. (hereinafter referred to as “Shunyuan company”) has the priority to be assigned. Shunyuan company was established on March 28, 2022 with a registered capital of 28 million yuan. The shareholders are composed of the business backbone of the existing management team, including fan Linjie, Dong Dawei, Li Lingling, Li Honghui, etc. the labor contract relations are all in the subordinate companies of ocean fisheries.
3、 Basic information of the subject matter
(I) subject matter of transaction
1. The subject matter of this listing: transfer 51% equity of ocean fishery held by the company by means of public listing transfer. 2. Description of ownership: the property right of the subject matter of the transaction is clear, there is no mortgage, pledge or any other restriction on transfer, does not involve litigation, arbitration matters or judicial measures such as seizure and freezing, and there are no other circumstances that hinder the transfer of ownership.
3. Basic information of transaction object
Company name: Zhuhai Haikong pelagic fishery Investment Co., Ltd
Enterprise type: limited liability company
Legal representative: Lin Qiang
Registered capital: 50 million yuan
Address: room 703, unit 1, No. 213, Shihua West Road, Jida, Xiangzhou District, Zhuhai
Date of establishment: November 11, 2015
Business scope: project investment; Fishery investment and development; Agricultural investment and development; Pelagic fishing; Aquaculture Shenzhen Agricultural Products Group Co.Ltd(000061) preliminary processing service; Primary processing services for forest products; Frozen processing of aquatic products; Processing of other aquatic products; Warehousing consulting services; Fisheries agency services; Import and export of goods; Wholesale and retail of goods; Technology import and export; Business services; Technical consultation. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
4. Equity structure: Gree Real Estate Co.Ltd(600185) shareholding ratio is 100%.
5. Financial indicators of the subject matter of the transaction in the latest year
According to the audit of Zhitong accounting firm, by the end of 2021, the audited total assets of pelagic fishery (consolidated caliber) were 6861049700 yuan, the total liabilities were 6808808400 yuan, and the net assets were 522413 million yuan; In 2021, the audited operating income of pelagic fishery was 4967323 million yuan and the net profit was -1225927 million yuan.
6. The equity structure of pelagic fishery and its subsidiaries is as follows:
(II) valuation of underlying equity
Beijing Huaya Zhengxin Assets Appraisal Co., Ltd., which is qualified to carry out securities and futures related businesses, has evaluated the above-mentioned subject equity and issued the asset appraisal report (disclosed on the website of Shanghai Stock Exchange on the same day). This transaction is evaluated by the asset-based method. On the premise of continuous operation, as of the benchmark date of appraisal, The book value of total assets of pelagic fishery (parent company caliber) is 216035 million yuan, the appraisal value is 2198612 million yuan, the added value is 3.8577 million yuan, and the added value rate is 1.79%; The book value of total liabilities is 1662122 million yuan, and the appraisal value is 1662122 million yuan. There is no increase or decrease in the appraisal; The book value of net assets is 497913 million yuan, the assessed value of all shareholders’ equity is 53.649 million yuan, the added value is 3.8577 million yuan, and the added value rate is 7.75%.
(III) pricing policy and basis of this transaction
Based on the appraisal value of all shareholders’ equity of 100% equity of marine fishery on the benchmark date of December 31, 2021, which is 53.649 million yuan, the listing reserve price of 51% equity transfer of marine fishery held by the company shall not be less than 273609 million yuan, and the transaction price shall be subject to the final actual delisting transaction price.
4、 Main contents and performance arrangements of this transaction
The company will sign the transaction agreement according to the results of public listing, and the main contents of the final counterparty, transaction price, payment method and other agreements shall be subject to the transaction agreement.
The board of directors agrees to authorize the management of the company to handle matters related to the sale of equity, including but not limited to signing relevant agreements and handling follow-up matters.
5、 Other arrangements involving the acquisition and sale of assets
If the transaction involves the resettlement of existing personnel, the relevant resettlement expenses shall be borne by the company; The proceeds from the sale of assets supplement the company’s working capital.
6、 Transaction purpose and impact on the company
This transaction will help the company further optimize its business structure, conform to the company’s development strategy and the interests of all shareholders, and promote the long-term and steady development of the company.
As of December 31, 2021, the balance of current accounts payable by the company and its subordinate holding companies to Pelagic Fisheries and its subordinate holding companies was 49640812 million yuan. Pelagic fishery and its subordinate holding companies provide mortgage guarantee for the liabilities of the company and its subordinate holding companies totaling 950 million yuan. The total financing amount of pelagic fishery and its subordinate holding companies is 65645835 million yuan, of which 64595684 million yuan is provided with mortgage and credit guarantee by the company and its subordinate holding companies.
The post period events from the benchmark date to March 25, 2022 are as follows:
The current accounts payable by the company and its subsidiary holding companies to ocean fishery and its subsidiary holding companies have been repaid by 3908096 million yuan. The company issued 400 million yuan of bonds, and ocean fishery and its subordinate holding companies provided mortgage guarantee for it. The assessed value of the collateral involved was 607331 million yuan. Pelagic fishery and its subordinate holding companies have repaid 361516500 yuan of loans and plan to increase 473 million yuan of loans. The company plans to provide 473 million yuan of guarantee for them.
Therefore, as of March 25, 2022, the balance of current accounts payable by the company and its subordinate holding companies to Pelagic Fisheries and its subordinate holding companies was 45732716 million yuan. Pelagic fishery and its subordinate holding companies provide mortgage guarantee for the liabilities of the company and its subordinate holding companies totaling 1010733100 yuan. The total financing amount of pelagic fishery and its subordinate holding companies is 6203067000 yuan, of which 6098051900 yuan is provided with mortgage and credit guarantee by the company and its subordinate holding companies. The difference between the above guarantee and capital transaction is 514047200 yuan. In addition, it is proposed to increase the guarantee by 473 million yuan.
If the listing transaction can be successfully completed, ocean fishery and its subsidiaries will not be included in the scope of the company’s consolidated statements; After the completion of this transaction, in order to support the development of pelagic fishery and its subordinate holding companies, under the condition that the debt scale of pelagic fishery and its subordinate holding companies will not increase, the company and its subordinate holding companies plan to provide guarantee (including credit guarantee, asset mortgage or equity pledge) of no more than 6571051900 yuan for pelagic fishery and its subordinate holding companies. The company will negotiate with the counterparty on the aforesaid guarantee matters according to the progress of delisting, and perform the corresponding deliberation and decision-making procedures and information disclosure obligations according to the regulatory requirements.
The company will fulfill the obligation of information disclosure in time according to the transaction progress. Please pay attention to the investment risk.
It is hereby announced.
Gree Real Estate Co.Ltd(600185)
Board of directors
March 31, 2002
