Securities code: Sumec Corporation Limited(600710) securities abbreviation: Sumec Corporation Limited(600710) Announcement No.: 2022019 su Guangdong Xinhui Meida Nylon Co.Ltd(000782) Co., Ltd
About the subsidiary abandoning its shareholding company Guoji Finance Co., Ltd
Announcement of priority to subscribe capital contribution rights and related party transactions in the same proportion
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:
First Tractor Company Limited(601038) (hereinafter referred to as " First Tractor Company Limited(601038) ") plans to increase the capital of state-owned machinery finance Co., Ltd. (hereinafter referred to as "state-owned machinery finance") in which Jiangsu Sumec Corporation Limited(600710) Group Co., Ltd. (hereinafter referred to as " Sumec Corporation Limited(600710) group") is a wholly-owned subsidiary of Jiangsu Guangdong Xinhui Meida Nylon Co.Ltd(000782) Co., Ltd. (hereinafter referred to as "state-owned machinery finance"), with an additional registered capital of RMB 250 million Sumec Corporation Limited(600710) group will give up the right to subscribe in the same proportion in this capital increase. After this capital increase, the shareholding ratio of Sumec Corporation Limited(600710) group will be reduced from 5.44% to 4.673%.
The waiver of the priority of capital increase to subscribe capital contribution on a year-on-year basis constitutes a connected transaction, which has been deliberated and adopted at the 13th meeting of the 9th board of directors and the 11th meeting of the 9th board of supervisors, and the connected directors have avoided voting. The amount of this connected transaction does not account for more than 5% of the absolute value of the company's latest audited net assets, so it is not necessary to submit it to the general meeting of shareholders for deliberation.
The waiver of the right to subscribe for capital increase in the same proportion did not lead to significant changes in the company's main business, assets and income, and did not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies. In the past 12 months, the company and related parties have not made joint foreign investment or waived the priority to subscribe for capital contribution; In the past 12 months, in addition to the daily related party transactions, the company has not had transactions with state machinery group and its related parties with a transaction amount of more than 3 million yuan and accounting for more than 0.5% of the absolute value of the latest audited net assets of the listed company.
1、 Overview of related party transactions
1. Main contents of related party transactions
In order to implement the regulatory requirements of China Banking and Insurance Regulatory Commission on the reorganization and integration of financial companies, state-owned machinery finance, a wholly-owned subsidiary of the company Sumec Corporation Limited(600710) group, plans to reorganize and integrate with the financial companies controlled by First Tractor Company Limited(601038) through "asset purchase + liquidation and cancellation + cash capital increase + establishment of branches". Among them, First Tractor Company Limited(601038) plans to increase the capital of state-owned machinery finance by 558168900 yuan in cash, and the newly increased registered capital of state-owned machinery finance is 250 million yuan Sumec Corporation Limited(600710) group plans to give up the right to subscribe in the same proportion in this capital increase. After this capital increase, the shareholding ratio of Sumec Corporation Limited(600710) group will be reduced from 5.44% to 4.673%.
2. Description of relationship
First Tractor Company Limited(601038) is a company actually controlled by the controlling shareholder China Machinery Industry Group Co., Ltd. (hereinafter referred to as "state machinery group"). According to the stock listing rules of Shanghai Stock Exchange, First Tractor Company Limited(601038) constitutes a related party of the company, and Sumec Corporation Limited(600710) group's waiver of the right to subscribe capital in the same proportion constitutes a related party transaction of the listed company.
This connected transaction does not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies, and does not need to be submitted to the general meeting of shareholders of the company for deliberation.
2、 Introduction to related parties
Company name: First Tractor Company Limited(601038)
Unified social credit Code: 914100017 Yunnan Baiyao Group Co.Ltd(000538) 1w
Enterprise type: joint stock limited company (joint venture and listing between Taiwan, Hong Kong, Macao and China)
Registered address: No. 154, Jianshe Road, Luoyang City, Henan Province
Registered capital: 1123645275 yuan
Legal representative: Li Xiaoyu
Date of establishment: December 28, 1998
Business scope: general items: tractor manufacturing; Agricultural machinery sales; Agricultural machinery manufacturing; Sales of mechanical equipment; Research and development of mechanical equipment; General equipment manufacturing (excluding special equipment manufacturing); Generator and generator set manufacturing; Sales of generators and generator sets; Sales of special equipment; Ferrous metal casting; Sales of high-quality special steel materials; Manufacturing of forgings and powder metallurgy products; Sales of forgings and powder metallurgy products; Manufacturing of agricultural, forestry, animal husbandry and fishery machinery accessories; Sales of agricultural, forestry, animal husbandry and fishery machinery accessories; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Manufacturing of special instruments for navigation, surveying and mapping, meteorology and ocean; Sales of navigation, surveying and mapping, meteorological and marine special instruments; Software development; Information system integration service (except for the projects that must be approved according to law, carry out business activities independently according to law with the business license): manufacturing of special equipment; 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)
Main shareholders: the controlling shareholder is China YITUO Group Co., Ltd., and the actual controller is state machinery group. Main financial indicators (unit: 10000 yuan):
Total assets attributable to shareholders of the listed company operating income attributable to shareholders of the listed company net assets net profit
1,233959.46 540207.89 933380.89 43,820.92
Except for the above circumstances, there is no other relationship between related parties and the company in terms of property rights, business, assets, creditor's rights and debts, personnel, etc.
3、 Basic information of related party transactions
1. Name and category of transaction object
Name: Guoji Finance Co., Ltd
Category: give up the preemptive capital contribution right of the participating company in the same proportion
2. Basic information of transaction object
Company name: Guoji Finance Co., Ltd
Legal representative: Liu Zuqing
Registered capital: 150 million yuan
Address: No. 3, Danling street, Haidian District, Beijing
Affiliated relationship: the company controlled by the actual controller of the company
Main business: handle financial and financing consulting, credit assurance and related consulting and agency business for member units; Assist member units to realize the receipt and payment of transaction funds; Provide guarantee to member units; Handle entrusted loans and entrusted investment between member units; Handle bill acceptance and discount for member companies; Handle the internal transfer settlement between member units and the corresponding settlement and clearing scheme design; Absorbing deposits from member units; Handle loans and financial leases for member units; Engage in interbank lending; Underwriting corporate bonds of member units; Issue financial corporate bonds upon approval; Equity investment in financial institutions; Securities investment; Consumer credit, buyer's credit and financial leasing of products of member units; Insurance agency business.
Main financial indicators (unit: 10000 yuan):
Total assets net assets operating income net profit
4,552728.16 328334.64 87,249.76 30,619.81
Up to now, the ownership of state-owned machinery financial equity is clear, and there is no mortgage, pledge, seizure, freezing and other situations.
3. Before this capital increase, the shareholders of the subject company are as follows:
Unit: 10000 yuan
No. contribution and shareholding ratio of shareholder unit
1 China Machinery Industry Group Co., Ltd. 3060020.40%
2 China mechanical equipment Engineering Co., Ltd. 2344415.63%
3 China Import Automobile Trading Co., Ltd. 147209.82%
4 China Machinery Industry Construction Group Co., Ltd. 109047.27%
5 China Power Engineering Co., Ltd. 9541 6.36%
6 Jiangsu Sumec Corporation Limited(600710) Group Co., Ltd. 8178 5.44%
7 Xi'an Heavy Machinery Research Institute Co., Ltd. 8178 5.44%
8 China Automotive Industry Import and Export Corporation 6815 4.54%
9 China Zhongyuan International Engineering Co., Ltd. 5452 3.63%
10 China United Engineering Co., Ltd. 5452 3.63%
11 Guangzhou Institute of Mechanical Sciences Co., Ltd. 3544 2.36%
12 The Sixth Design and Research Institute of Machinery Industry Co., Ltd. 3272 2.18%
13 China Heavy Machinery Co., Ltd. 2726 1.82%
14 China Machinery Industry International Cooperation Co., Ltd. 2726 1.82%
15 China Fuma Machinery Group Co., Ltd. 2726 1.82%
16 the fourth design and Research Institute of Machinery Industry Co., Ltd. 1636 1.09%
17 China Cable Engineering Co., Ltd. 1363 0.91%
18 Hefei General Machinery Research Institute Co., Ltd. 1363 0.91%
19 China National Electric Apparatus Research Institute Co.Ltd(688128) 1,363 0.91%
20 Chengdu Tool Research Institute Co., Ltd. 1363 0.91%
21 Tianjin Electric Research Institute Co., Ltd. 1090 0.73%
22 Lanzhou Petroleum Machinery Research Institute Co., Ltd. 1090 0.73%
23 Shenyang Instrument Science Research Institute Co., Ltd. 818 0.55%
24 Luoyang Bearing Research Institute Co., Ltd. 818 0.55%
25 Zhengzhou abrasive grinding Research Institute Co., Ltd. 818 0.55%
Total 15 Shenzhen Ecobeauty Co.Ltd(000010) 0.00%
4. Pricing principles of related party transactions
The capital increase will be based on the appraisal value of all equity of state-owned machinery finance shareholders confirmed in the asset appraisal report filed by the state-owned assets supervision and administration authority issued by Beijing zhongqihua Asset Appraisal Co., Ltd. (hereinafter referred to as "zhongqihua appraisal company").
5. Evaluation of the target company
According to the appraisal report issued by zhongqihua appraisal company, taking December 31, 2021 as the base date, the book value of all shareholders' equity of state-owned machinery finance is 3283346400 yuan, and the appraisal value is 3349013300 yuan (the final appraisal value recorded by the state-owned assets supervision and administration institution shall prevail).
The current appraisal adopts the income method and the market method, and the appraisal result of the market method is selected as the appraisal conclusion. Taking December 31, 2021 as the appraisal base date, the appraisal value of all shareholders' equity assessed according to the income method is 3316368200 yuan, the appreciation amount is 330218 million yuan, and the appreciation rate is 1.01%. According to the market method, the assessed value of all shareholders' equity is 3349013300 yuan, the added value is 656669 million yuan, and the added value rate is 2.00%. The difference between the two evaluation methods is 326451 million yuan, and the difference rate is 0.97%. 4、 Main contents of related party transactions
1. Main contents of related party transactions
First Tractor Company Limited(601038) plans to contribute 558168900 yuan to the state-owned machinery finance, and obtain 14.286% equity of the state-owned machinery finance after the capital increase, of which 250 million yuan is included in the registered capital of the state-owned machinery finance and 308168900 yuan is included in the state-owned machinery finance capital reserve Sumec Corporation Limited(600710) group plans to give up the priority to subscribe in the same proportion for this capital increase.
2. Equity structure after the completion of this related party transaction
After the First Tractor Company Limited(601038) capital increase is completed, the registered capital of state-owned machinery finance is increased by 15
