Securities code: Bece Legend Group Co.Ltd(000803) securities abbreviation: Bece Legend Group Co.Ltd(000803) Announcement No.: 2022047
Bece Legend Group Co.Ltd(000803)
About the signing of equity acquisition framework agreement by wholly-owned subsidiaries and
Announcement of exclusive sales agreement of oil
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.
Special tips:
1. The equity acquisition framework agreement to be signed by the wholly-owned subsidiary of Bece Legend Group Co.Ltd(000803) (hereinafter referred to as “the company” or “listed company”) is intended to indicate that the parties to the agreement have reached a framework cooperation intention on the equity acquisition. The specific acquisition may change in the implementation process, which needs further negotiation and implementation; The specific cooperation contents will be agreed by the parties through signing a specific agreement separately, and will come into force only after being reviewed and approved in accordance with the procedures specified in relevant laws and regulations and the articles of association. The signing of this framework agreement has no significant impact on the company’s financial status and operating results this year.
2. The grease exclusive sales agreement to be signed this time can realize the rapid expansion of the production scale and production capacity of the company’s grease business, the rapid growth of product supply, form large-scale advantages and improve the company’s grease processing and sales capacity. It is the need for the company to expand the radiation area of grease processing business and expand and strengthen the grease business, which is expected to have a positive impact on the company’s operating performance this year.
3. According to the progress of the acquisition of the equity of the target company, the company will perform the examination and approval procedures and information disclosure obligations in accordance with the rules of Shenzhen Stock Exchange and the articles of association.
1、 Transaction overview
Beikong Shifang (Shandong) environmental protection and Energy Group Co., Ltd. (hereinafter referred to as “Beikong Shifang”), a wholly-owned subsidiary of the company, plans to cooperate with Tianjin Deqiang bangrong enterprise management consulting partnership (limited partnership) (hereinafter referred to as “Tianjin Deqiang”) Fu Ping signed the equity acquisition framework agreement on the acquisition of 100% equity of Tianjin Bihai environmental protection technology consulting service Co., Ltd. (hereinafter referred to as “Tianjin Bihai” or “target company”), and Beikong 10 party or the third party designated by Beikong 10 party has the right to within 9 months after the signing of the equity acquisition framework agreement, Choose to acquire 100% equity of the target company held by the transferor and all rights and interests corresponding to the above equity in accordance with the conditions and methods agreed in the equity acquisition framework agreement.
The parties confirm that the overall value of the target company does not exceed RMB 600 million (in words: RMB 600 million), including the transfer price of the underlying equity paid by the acquirer, the total liabilities in the consolidated statements of the target company and the project company as of the base date, and the accounts receivable of the target company and the project company as of the base date, that is:
The overall value of the target company (RMB 60 million) = the transfer price of the underlying equity + the total liabilities in the consolidated statements of the target company and the project company as of the base date + the accounts receivable of the target company and the project company as of the base date. The parties agree that on the premise that the overall value of the target company remains unchanged at RMB 60 million, the subject equity transfer price shall be adjusted according to the total liabilities and total receivables of the consolidated statements of the target company and the project company as of the audit base date audited and confirmed by the third-party intermediary.
Based on the signing of the above agreement, Beikong 10 intends to sign the exclusive sales agreement of grease with Tianjin Bihai and Tianjin Defeng Lisheng solid waste treatment Co., Ltd. (a wholly-owned subsidiary of Tianjin Bihai, hereinafter referred to as “Tianjin Defeng”), which stipulates that the grease and gutter oil sold and supplied to Beikong 10 by Tianjin Bihai and Tianjin Defeng shall not be less than 7200 tons every 12 months. If it is less than 12 months, it shall be sold every 1 month on average The grease and gutter oil supplied to Beikong Shifang shall not be less than 600 tons. If the equity acquisition framework agreement or its formal equity acquisition is terminated or dissolved, or the transfer transaction of the underlying equity is terminated, the agreement will be automatically terminated.
The equity acquisition framework agreement to be signed is a framework agreement related to the purchase of equity. Beikong 10 party or the third party designated by Beikong 10 party has the acquisition option within 9 months after the signing of the equity acquisition framework agreement. According to the articles of association and other relevant provisions, the above agreement does not involve related party transactions and does not need to be submitted to the board of directors or the general meeting of shareholders of the listed company for deliberation, Nor does it constitute a major asset reorganization stipulated in the measures for the administration of major asset reorganization of listed companies.
2、 Basic information of the counterparty
(I) corporate shareholders
1. Basic information
Company name: Tianjin Deqiang bangrong enterprise management consulting partnership (limited partnership)
Unified social credit Code: 91120222ma06e4xc8e
Registered capital: 1 million yuan
Type: limited partnership
Legal representative: Fu Binghai
Date of establishment: August 8, 2018
Business term: August 8, 2018 to August 7, 2038
Address: room 702-61, Building 29, No. 89, Heyuan Road, Jingjin science and Technology Valley Industrial Park, Wuqing District, Tianjin (centralized office area)
Business scope: enterprise management consulting. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
2. Ownership structure: Shen Bo holds 50%, Fu Ping 49% and Fu Binghai 1%. (II) natural person shareholders
Name: Fu Ping
ID number: 320411
Address: Binshui West Road, Nankai District, Tianjin
Employer: Tianjin Bihai Financial Manager
There is no other relationship between the counterparty and the listed company and the top ten shareholders of the listed company in terms of property rights, business, assets, creditor’s rights and debts, personnel, etc., which may or has caused the listed company to favor its interests. The counterparty is not a dishonest person to be executed, and there has been no similar transaction with the company in the past three years.
3、 Basic information of transaction object
1. Basic information
Company name: Tianjin Bihai environmental protection technology consulting service Co., Ltd
Unified social credit Code: 91120112789375589e
Registered capital: 10.8 million yuan
Type: limited liability company
Legal representative: Fu Ping
Business term: June 26, 2006 to June 25, 2026
Address: No. 11, Jiayuan Road, Xiaozhan Town, Jinnan District, Tianjin
Business scope: environmental protection technology consulting; Design and manufacture of oil separator; Recycling of waste materials; Sorting, collection, transportation, disposal, processing and sales of domestic waste, catering waste, waste animal and vegetable oil and waste mineral oil; Collection, sorting, processing and sales of waste clay; Cleaning, dredging, cleaning and cleaning of oil pipes, oil tanks, sewers, septic tanks, sewage tanks and waste water tanks; Production and sales of organic fertilizer; Warehousing services (excluding dangerous goods); Road cargo transportation (subject to the business license); Environmental protection engineering; Manufacturing, sales and installation of environmental protection equipment.
(for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
2. Ownership structure: Tianjin Deqiang bangrong enterprise management consulting partnership (limited partnership) holds 70% and Fu Ping holds 30%.
3. Description of other situations
Up to now, the target company is not a dishonest executee. The company has learned that there are shareholder loans between the counterparty and the target company. In view of the fact that Beikong 10 has not carried out due diligence on the audit of the target company, the financial and operating information of the target company, the subsequent company will perform the approval procedures and information disclosure obligations according to the progress of equity acquisition and purchase and the rules of Shenzhen Stock Exchange and the articles of association.
4、 Main contents of the agreement to be signed
(I) equity acquisition framework
Party A (purchaser): Beikong Shifang (Shandong) environmental protection and Energy Group Co., Ltd
Party B 1 (transferor 1): Tianjin Deqiang bangrong enterprise management consulting partnership (limited partnership) Party B 2 (transferor 2): Fu Ping
Article 1 trading scheme
1.1 the parties agree that within 9 months from the date of signing this agreement, the acquirer has the right to choose to acquire 100% of the equity of the target company held by the transferor and all the corresponding interests of the above equity in accordance with the conditions and methods agreed in this agreement, including 70% of the equity of the target company held by the transferor 1 and 30% of the equity of the target company held by the transferor 2. If the acquirer finally chooses to acquire the above equity, After the completion of the acquisition, the equity structure of the target company is that the acquirer holds 100%.
Article 2 overall value of the target company
2.1 the parties confirm that the overall value of the target company does not exceed RMB 600 million (in words: RMB 600 million only), including the subject equity transfer price paid by the acquirer, the total liabilities in the consolidated statements of the target company and the project company as of the base date, and the accounts receivable of the target company and the project company as of the base date, that is:
The overall value of the target company (RMB 60 million) = the transfer price of the underlying equity + the total liabilities in the consolidated statements of the target company and the project company as of the base date + the accounts receivable of the target company and the project company as of the base date. Article 3 performance commitment
The transferor promises that in the first assessment year of the project, the food waste treatment capacity will reach 220000 tons, in the second assessment year, the food waste treatment capacity will reach 260000 tons, and in the third assessment year, the food waste treatment capacity will reach 290000 tons. If the actual treatment amount of kitchen waste in any assessment year is higher than the above promised treatment amount in that year, the acquirer will pay the transferor 100 yuan performance reward for every additional 1 ton. If the actual treatment amount of kitchen waste in any assessment year does not reach the above promised treatment amount, 100 yuan will be deducted from the equity transfer price payable in that assessment year for every less 1 ton.
Within the total period of performance commitment promised by the transferor, 17000 tons of industrial grade mixed oil and waste oil will be sold in each assessment year of the project. If the actual sales volume of industrial grade mixed oil and waste oil in any assessment year is higher than the above promised sales volume in that year, the acquirer will pay the transferor 2000 yuan performance reward for each additional ton If the actual sales volume of waste oil fails to meet the above promised sales volume, RMB 2000 shall be deducted from the equity transfer price payable in the assessment year for each less ton.
The transferor promises that during the performance commitment period, the total cost of labor, transportation, vehicle depreciation, collection and transportation equipment depreciation (if any) and direct expenses incurred by vehicle equipment for the collection of gutter oil in each assessment year. The project purchases waste oil from a third party, the purchase, transportation, vehicle depreciation of oil raw materials of gutter oil The depreciation (if any) of receiving and transporting equipment and the total direct cost of vehicle equipment shall be calculated separately, and the total cost of the above shall not exceed 30 million yuan (including tax, the same below). If the total of the above-mentioned costs in any assessment year exceeds 30 million yuan, the equity transfer price payable in that assessment year shall be deducted in equal amount according to the amount of the excess part. If the total of the above-mentioned costs in any assessment year is less than 30 million yuan, the acquirer shall pay the performance reward of the transferor in equal amount according to the amount of the lower part. In order to facilitate the separate accounting of the above costs, the personnel, vehicles, equipment (if any) involved in the above costs and the direct expenses incurred by vehicle equipment shall be listed in a list and used as an annex to the formal equity transfer agreement.
The parties confirm that the total amount of performance award during the total period of performance commitment shall not exceed 80 million yuan. If the total amount of performance award calculated according to the completion of the actual business performance of the transferor exceeds 80 million yuan, the excess part will not be paid; In addition, if the performance promised by the transferor fails to meet the standard and the third phase equity transfer price of RMB 150 million in the total period of performance commitment is not enough to be deducted, the transferor will not give additional compensation for the insufficient part.
(II) exclusive oil sales agreement
Buyer (Party A): Beikong Shifang (Shandong) environmental protection and Energy Group Co., Ltd
Seller 1 (Party B 1): Tianjin Bihai environmental protection technology consulting service Co., Ltd
Seller 2 (Party B 2): Tianjin Defeng Lisheng solid waste treatment Co., Ltd
Article 1 oil sales
1.1. Unless otherwise agreed by both parties, the validity period of this Agreement shall be from the effective date of this agreement to the expiration of 9 months after Party A pays the grease advance payment under this agreement to the jointly managed account, or the earlier of the date when the subject equity transfer agreed in this agreement completes the change registration formalities at the market supervision and administration department. The expiration date of this Agreement shall be the date of termination of this agreement. Party A and Party B can extend the validity period of this agreement by consensus.
1.2. During the term of this agreement, Party B agrees to sell and continuously supply all the extracted grease and gutter oil to Party A, and Party A agrees to continuously purchase all the aforementioned grease and gutter oil from Party B. To avoid ambiguity, during the term of this agreement, without the written consent of Party A, Party B shall not sell grease and gutter oil to any third party other than Party A, and Party A shall not stop purchasing or only purchase part of the grease and gutter oil sold and supplied by Party B. 1.3. Party B promises to sell and supply to Party A no less than 7200 tons of grease and gutter oil every 12 months (hereinafter referred to as “Party B’s annual minimum supply”) during the validity of this agreement. If it is less than 12 months, the average grease and gutter oil sold and supplied to Party A every 1 month shall be no less than 600 tons.
Article 2 special agreement on 100% equity transaction of Tianjin Bihai
2.1. The parties confirm that before the signing of this agreement, the parties have fully communicated with Party A or its designated third party on the acquisition of 100% equity of Tianjin Bihai (hereinafter referred to as the “subject equity”), and signed the equity acquisition framework agreement simultaneously with this agreement.
2.2. The parties agree that within 9 months after Party A pays the grease advance payment under this agreement to the joint management account (hereinafter referred to as the “exclusive period”), Party A or its designated third party has the right to choose to purchase the subject equity in accordance with the conditions and methods agreed in the equity acquisition framework agreement. If Party A or its designated third party finally chooses to purchase the above equity, The counterparty shall cooperate with Party A or its designated third party to complete the transfer of the subject equity in accordance with the conditions and methods agreed in the equity acquisition framework agreement (including but not limited to signing a formal equity transfer agreement and cooperating with the completion of the change of the subject equity in the market supervision department)
