Securities code: Holsin Engineering Consulting Group Co.Ltd(603909) securities abbreviation: Holsin Engineering Consulting Group Co.Ltd(603909) Announcement No.: 2022024 Holsin Engineering Consulting Group Co.Ltd(603909)
Announcement on the transfer of 30% equity of subsidiaries and related party transactions
The board of directors and all directors 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 and its wholly-owned subsidiary Hecheng water transportation plan to transfer their 25% and 5% equity of Tiancheng Huarui to the controlling shareholder Xiamen Yiyue respectively. This transaction constitutes a connected transaction.
This transaction will not change the scope of the consolidated statements of the listed company and does not constitute a major asset reorganization specified in the administrative measures for major asset reorganization of listed companies.
This transaction has been deliberated and approved by the board of directors of the company and needs to be submitted to the general meeting of shareholders of the company for deliberation. During the deliberation of the general meeting of shareholders, the related shareholders involved in this transaction will avoid voting.
1、 Overview of related party transactions
Holsin Engineering Consulting Group Co.Ltd(603909) (hereinafter referred to as “the company” or ” Holsin Engineering Consulting Group Co.Ltd(603909) “) and its wholly-owned subsidiary Xiamen Hecheng Water Transportation Engineering Consulting Co., Ltd. (hereinafter referred to as “Hecheng water transportation”) hold 95% and 5% equity of Tiancheng Huarui Decoration Co., Ltd. (hereinafter referred to as “Tiancheng Huarui”) respectively.
Based on the needs of the company’s strategic layout, improving business coordination and management efficiency, the company and Hecheng water transportation plan to transfer 25% and 5% of the equity of Tiancheng Huarui held by them to Xiamen Yiyue Real Estate Co., Ltd. (hereinafter referred to as “Xiamen Yiyue”). The transfer consideration involved in the above equity transfer matters is based on the equity value of Tiancheng Huarui after audit and evaluation, and the base date of audit and evaluation is February 28, 2022. This transaction will not change the scope of consolidated statements of listed companies.
Xiamen Yiyue is the controlling shareholder of the company. According to the stock listing rules of Shanghai Stock Exchange, this transaction constitutes a related party transaction, but does not constitute a major transaction stipulated in the administrative measures for major asset restructuring of listed companies
Unit: 10000 yuan
Name of shareholder before and after equity transfer
Shareholding ratio of subscribed capital contribution shareholding ratio of subscribed capital contribution
Holsin Engineering Consulting Group Co.Ltd(603909) 9,500.00 95% 7,000.00 70%
Hecheng water transportation 500.00 5% —
Xiamen Yiyue — 300000 30%
Total 1000000 100% 1000000 100%
2、 Introduction to related parties
(I) description of related relationship: Xiamen Yiyue is the controlling shareholder of the company.
(II) basic information:
Company name: Xiamen Yiyue Real Estate Co., Ltd
Legal representative: Lin Weiguo
Enterprise type: limited liability company (wholly owned by foreign-invested enterprise legal person)
Address: 85 / F, unit 604B, Express Center, No. 95, Xiangyun 1st Road, Xiamen area, China (Fujian) pilot Free Trade Zone
Registered capital: 2 million yuan
Unified credit social code: 913502 Jiangsu Chuanzhiboke Education Technology Co.Ltd(003032) 85066b
Business scope: real estate development and operation; Self owned real estate business activities; Other unspecified real estate industries; estate management; Investment in primary industry, secondary industry and tertiary industry (unless otherwise provided by laws and regulations); Investment management (unless otherwise provided by laws and regulations); Asset management (unless otherwise provided by laws and regulations); Enterprise management consulting; Housing construction industry; Building decoration industry; Other engineering preparation activities (excluding blasting); Municipal road engineering construction; Construction of landscape and greening works; Earthwork (excluding blasting); Other civil engineering buildings not listed (excluding matters requiring permission and approval); Hardware retail; Paint retail; Sanitary ware retail; Retail of wood decorative materials; Retail of ceramic and stone decorative materials; Retail of other interior decoration materials; Wholesale of building materials; Wholesale of non-metallic minerals and products (excluding hazardous chemicals and MCCs); Operate the import and export of all kinds of commodities and technologies (do not attach the catalogue of import and export commodities separately), except for the commodities and technologies restricted or prohibited by the state.
As of December 31, 2020, Xiamen Yiyue had total assets of 181226305000 yuan, net assets of 33771433000 yuan, operating income of 4273130000 yuan and net profit of 2370311000 yuan. The above financial data were audited by Rongcheng certified public accountants.
As of September 30, 2021, Xiamen Yiyue had total assets of 333625367000 yuan, net assets of 4986232700 yuan, operating income of 994855 million yuan and net profit of -284304000 yuan. The above financial data were unaudited.
3、 Introduction to the subject matter of related party transactions
(I) transaction category
The category of this related party transaction is to sell equity to related parties.
(II) subject matter of transaction
1. Basic information:
Company name: Tiancheng Huarui Decoration Co., Ltd
Legal representative: Jin Yan
Company type: limited liability company (invested or controlled by natural person)
Address: Area A, room 701, 6 / F, No. 376 and 378, longbian Road, Xiang’an District, Xiamen
Registered capital: 100 million yuan
Unified credit social code: 91350200ma340ddm4g
Business scope: licensed projects: general contracting of housing construction and municipal infrastructure projects; Intelligent building construction; Various engineering construction activities; Construction engineering design; Engineering cost consulting business. (for projects that must be approved according to law, business activities can be carried out only with the approval of relevant departments. The specific business projects shall be subject to the approval documents or licenses of relevant departments). General items: engineering management services; Engineering technical services (except planning management, survey, design and supervision); Landscape engineering construction. (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).
2. Description of ownership status
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. Main financial data of the latest year
Unit: Yuan
Financial indicators December 31, 2021 February 28, 2022
Total assets 9989327 Guangxi Fenglin Wood Industry Group Co.Ltd(601996) 5801659
Net assets 99869285769964028617
January February 2021
Operating income 0.00 0.00
Net profit -13016460 -22899959
Note: the above financial data have been audited by Beijing Xinghua Certified Public Accountants (special general partner) with qualification to engage in securities business, and a standard unqualified audit report has been issued.
(III) evaluation of the subject matter of the transaction
Xiamen Jiaxue asset appraisal and Real Estate Appraisal Co., Ltd., which is qualified to carry out securities and futures related businesses, appraised the target company, And issued the asset appraisal report on the value of all equity of shareholders of Tiancheng Huarui Decoration Co., Ltd. involved in the proposed equity transfer of Holsin Engineering Consulting Group Co.Ltd(603909) , Xiamen Hecheng Water Transportation Engineering Consulting Co., Ltd. (Jiaxue appraisal report Zi [2022] No. 8100019) (hereinafter referred to as the “asset appraisal report”). The summary of the asset appraisal report is as follows:
Benchmark date: February 28, 2022
Value type: market value
Appraisal methods: asset based approach and market approach
Appraisal conclusion: on the premise of open market and continuous operation, under the relevant assumptions of the assets appraisal report, and under the special matters and use restrictions of the assets appraisal report, the appraisal result of the market method is selected as the final appraisal conclusion. The appraisal value of all shareholders’ equity of Tiancheng Huarui decoration Co., Ltd. is RMB 121.84 million.
(IV) pricing policy and basis of related party transactions
Xiamen Jiaxue asset appraisal real estate appraisal Co., Ltd., which is qualified to carry out securities and futures related businesses, appraised the target company and issued the asset appraisal report. Under the assumption of the report, the value of the subject matter of the transaction is estimated to be 121.84 million yuan. After negotiation between the two parties and based on the assessed value, it is determined that the consideration corresponding to the 30% equity of Tiancheng Huarui in this transaction is 36.552 million yuan (including tax). 4、 Main contents and performance arrangements of related party transactions
(I) signatory
Party A: Xiamen Yiyue Real Estate Co., Ltd
Legal representative: Lin Weiguo
Party B: Holsin Engineering Consulting Group Co.Ltd(603909)
Legal representative: Huang Hebin
Party C: Xiamen Hecheng Water Transportation Engineering Consulting Co., Ltd
Legal representative: Wu Wenchun
(II) equity transfer
1. Within 10 working days after the signing of this agreement, Party B holds a general meeting of shareholders to consider and agree on the transactions under this agreement, and Party A completes the audit and asset evaluation of the target company (both parties agree to take February 28, 2022 as the evaluation base date) and the filing procedures of state-owned assets evaluation, Party B and Party C shall respectively transfer 25% of the target company they hold 5% of the equity shall be transferred to Party A according to the recorded evaluation value (hereinafter referred to as “this equity transfer”) and the industrial and commercial change registration procedures for this equity transfer shall be completed.
2. According to Xiamen Jiaxue Assets Appraisal Real Estate Appraisal Co., Ltd., which is qualified to carry out securities and futures related businesses, the subject company was appraised and issued the asset appraisal report on the value of all equity of shareholders of Tiancheng Huarui Decoration Co., Ltd. involved in the proposed equity transfer of Holsin Engineering Consulting Group Co.Ltd(603909) , Xiamen Hecheng Water Transportation Engineering Consulting Co., Ltd. (Jiaxue appraisal report Zi [2022] No. 8100019). As of February 28, 2022, The appraised value of the subject company according to the market method is 121.84 million yuan.
3. Upon the confirmation of the parties to this agreement, based on the evaluation value, it is determined that the transaction price of Party B’s transfer of 25% equity of the target company is 30.46 million yuan, and the transaction price of Party C’s transfer of 5% equity of the target company is 6.092 million yuan. The transaction price agreed in this agreement is the price including tax.
4. Party A shall pay the price of this equity transfer to the account designated by Party B and Party C within 1 working day before all parties cooperate to complete the industrial and commercial change registration procedures of this equity transfer.
5. If Party A fails to obtain 30% equity of the target company in this equity transfer, Party B and Party C agree that Party A has the right to terminate this equity transfer and terminate this agreement.
(III) arrangement of transition period
The period from the benchmark date to the completion date of this equity transfer is the transition period (hereinafter referred to as the “transition period”). Party B and Party C promise that during the transition period, without the prior written consent of Party A, Party B and Party C shall not violate the representations and warranties or other commitments under this Agreement and its annexes by acts, omissions, direct or indirect means, and the existing business of the target company will maintain the continuity of business in the normal process of business, or its nature, scope or mode will not change substantially. Immediately notify Party A in writing after learning of the material adverse changes that have occurred or may occur to the target company and any events, facts, conditions, changes or other circumstances that have caused or may cause material adverse effects. Both parties shall bear the profits and losses of the target equity during the transition period according to the proportion of the equity transferred by both parties.
(IV) liability for breach of contract
1. If either party fails to carry out share transfer as agreed in this Agreement and fails to go through relevant share transfer and other procedures within 30 working days after being urged in writing by other parties, it shall be deemed as a breach of contract, and the breaching party shall compensate all losses caused to the observant party, and the observant party has the right to terminate this cooperation with the breaching party. If the target company and / or other parties are claimed any responsibility by any government agency, such responsibility will be borne by the defaulting party, and the observant party has the right to require the defaulting party to bear all losses caused to the observant party and the target company.
2. If Party B and Party C violate the transitional period arrangement of this agreement, Party A has the right to choose:
(1) If this agreement is unilaterally terminated, Party B and Party C shall compensate all losses caused to Party A. At the same time, Party B and Party C shall return all payments (if any) paid by Party A within 15 days after Party A sends the cancellation notice, and pay the fund occupation fee to Party A according to the standard of 0.04% per day;
(2) The equity transfer amount shall be reduced accordingly.
3. Unless otherwise specified in other articles of this agreement, any statement or guarantee made by either party proved to be inaccurate or omitted, or failed to fulfill its commitment, shall constitute a breach of contract, and the breaching party shall compensate all losses caused to the observant party. If the amount of economic losses caused to the observant party is greater than the amount of liquidated damages, the breaching party shall compensate, and such statement or guarantee shall be made at any time
