Securities code: Henan Huaying Agricultural Development Co.Ltd(002321) securities abbreviation: ST Huaying Announcement No.: 2022029
Henan Huaying Agricultural Development Co.Ltd(002321)
Announcement on the sale of assets by subsidiaries of the company
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.
Henan Huaying Agricultural Development Co.Ltd(002321) (hereinafter referred to as “the company”) through self inspection, Hangzhou Huaying Xintang down products Co., Ltd. (hereinafter referred to as “Huaying Xintang”), the holding subsidiary of the company, signed the asset restructuring agreement in Hangzhou Jinhong sanniao down products Co., Ltd. (hereinafter referred to as “sanniao down”) on January 15, 2020. The company held the 56th meeting of the 6th board of directors on April 15, 2022, and deliberated and adopted the proposal on supplementary deliberation on the sale of assets by subsidiaries of the company. The relevant information is hereby announced as follows:
1、 Transaction overview
In order to lighten the operation of assets, improve production efficiency and alleviate the problem of capital liquidity of the company, Huaying Xintang, the holding subsidiary of the company, signed the asset restructuring agreement with sanniao down on January 15, 2020. The two sides reached an agreement on the sale of assets. Huaying Xintang transferred its own real estate, equipment and other assets to sanniao down on the basis of the appraisal price of 272203800 yuan on November 30, 2019, The final transaction price is 272.2 million yuan.
This transaction does not constitute a related party transaction or a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies. According to the articles of association and the management system for major business and investment decisions of the company and other relevant provisions, this transaction does not need to be submitted to the general meeting of shareholders of the company for deliberation after being deliberated by the board of directors.
2、 Basic information of counterparty
1. Company situation
Company name: Hangzhou Jinhong sanniao down products Co., Ltd
Unified social credit code 913301097109763157
Enterprise nature limited liability company (sole proprietorship of legal person invested or controlled by natural person)
Registered address: Xixu village, Xintang street, Xiaoshan District, Hangzhou City, Zhejiang Province
Main office location: Xixu village, Xintang street, Xiaoshan District, Hangzhou City, Zhejiang Province
Legal representative: Xu Renfa
The registered capital is 65.52 million yuan
Business term: September 29, 1998 to long term
General items: Feather (velvet) and products manufacturing; Manufacturing of household textile products; Sports
Supplies manufacturing; Manufacture of knitted or crocheted fabrics and their products; Preparation of bio based materials
Make; Wholesale of sporting goods and equipment; Wholesale of knitwear, textiles and raw materials; Clothing accessories pin
Sale; Sales of daily necessities; Retail of sporting goods and equipment; Marine bioactive substances
Business scope: R & D of extraction, purification and synthesis technology; Technical service, technical development and technical consultation
Consultation, technology exchange, technology transfer and technology promotion (except for projects subject to approval according to law)
In addition, it shall independently carry out business activities according to law with its business license). License item: goods entering
Export Technology import and export (projects subject to approval according to law shall be approved by relevant departments
Business activities can only be carried out, and the specific business items shall be subject to the approval results).
Main business: production and sales of home textiles
2. Zhejiang Jinhong Holding Group Co., Ltd. holds 100% equity of sanniao down.
3. Zhejiang Jinhong Holding Group Co., Ltd. and sanniao down have no relationship with the company, shareholders holding more than 5% of the company, directors and supervisors of the company in terms of property rights, business, assets, creditor’s rights and debts, personnel and other relationships that may or have caused the listed company to tilt its interests.
4. According to the company’s inquiry, sanniao down is not a dishonest executee.
3、 Basic information of transaction object
1. Underlying asset information
No. book value evaluation value increment rate of asset category location (10000 yuan) (10000 yuan)
1. Fixed assets of houses and buildings Hangzhou Xiaoshan 121 Jiangsu Leike Defense Technology Co.Ltd(002413) 03014 7.68%
2. Intangible assets of land use right Hangzhou Xiaoshan 782190954943 22.09%
3 structures (greening, cement land, fixed assets, Hangzhou Xiaoshan 130250140752 8.06% flat, asphalt, road, etc.)
4. Equipment (down production and processing equipment, fixed assets, Hangzhou Xiaoshan 320919323329 0.75% spare parts, vehicles, electronic equipment, etc.)
5 down raw materials, products in process and inventories Hangzhou Xiaoshan 163610 not evaluated, not applicable to finished products and accessories
Total 26069932722038 not applicable
2. Evaluation of the underlying assets
(1) The assets involved in this transaction have been appraised by Zhonglian asset appraisal group Co., Ltd. and the appraisal report of Zhonglian pingbao Zi [2020] No. 155 / 156 has been issued;
(2) The benchmark date is November 30, 2019;
(3) Appraisal method: the cost method is adopted for houses, buildings, land use rights and structures, and the replacement cost method is adopted for equipment assets.
3. Ownership of underlying assets
The subject matter of this sale has clear property rights when signing the agreement, and does not involve litigation, arbitration or judicial measures such as seizure and freezing. Among them, Huaying Xintang mortgaged the building area of 3459625 square meters and the corresponding land area to Hangzhou Xiaoshan branch of Shanghai Pudong Development Bank Co., Ltd.
4、 Main contents of asset restructuring agreement
1. Target assets: Huaying Xintang plans to transfer its real estate, equipment and other assets, as well as related creditor’s rights, liabilities and labor force to sanniao down.
2. Purchase price and payment of the underlying assets: both parties agree that the purchase price of the underlying assets is 272.2 million yuan, which will be paid by sanniao down to Huaying Xintang before June 30, 2020.
3. Underlying assets, creditor’s rights and liabilities and personnel delivery
3.1 after the agreement takes effect and sanniao down has paid off all the asset purchase price, both parties shall immediately go through the relevant asset delivery and transfer procedures. Thus, the risks, benefits and burdens corresponding to the above-mentioned subject assets are transferred from Huaying Xintang to sanniao down.
3.2 for the raw and auxiliary materials related to the production of products, both parties agree that the accounts receivable and payable and related assets shall be received and handled by sanniao down. Sanniao down promises to complete the treatment before the end of April 2020, and the accounts receivable shall be in place. The product production personnel and the front-line personnel in the feather workshop are received by sanniao down.
4. Liability for breach of contract
4.1 failure of either party to perform any of its responsibilities and obligations under this Agreement shall constitute a breach of contract. The breaching party shall continue to perform its obligations, take remedial measures or pay full and full compensation to the observant party for the losses actually suffered according to the requirements of the observant party.
4.2 if sanniao down fails to pay the asset purchase price in full before June 30, 2020 and / or violates clause 3.2, it shall be deemed as the breach of sanniao down. Huaying Xintang has the right to unilaterally terminate this Agreement immediately, and the asset acquisition under this agreement will be terminated immediately. Huaying Xintang has the right to dispose of the subject assets separately, and has the right to require sanniao down to pay liquidated damages of 5% of the total contract amount.
4.3 after sanniao down has paid in full according to the contract, Huaying Xintang shall assist and cooperate with sanniao down to sign relevant asset transfer procedures within 5 days, otherwise Huaying Xintang will be deemed as breach of contract. Sanniao down has the right to require Huaying Xintang to pay a penalty of 5% of the total contract amount.
5. Other
5.1 taxes: the taxes incurred due to the signing and performance of this Agreement shall be borne by each party in accordance with relevant laws and regulations.
5.2 establishment and effectiveness: the parties agree that this Agreement shall be established and come into force from the date of signing by the parties.
5、 Actual implementation of the contract
There was a dispute during the performance of this contract. Zhejiang Higher People’s Court upheld the judgment made by Hangzhou intermediate people’s Court of Zhejiang Province and ordered (1) Huaying Xintang to continue to perform the asset restructuring agreement, that is, to deliver the house buildings, land use rights, structures and equipment assets under the asset restructuring agreement to sanniao down within 10 days from the date of entry into force of the judgment, and assist in handling the transfer procedures; (the specific contents shall be subject to the two asset appraisal reports (Zhonglian pingbao Zi [2020] No. 155) and Zhonglian pingbao Zi [2020] No. 156) issued by Zhonglian asset appraisal group Co., Ltd.); (2) Huaying Xintang shall pay 13.61 million yuan of liquidated damages to sanniao down within 10 days from the effective date of the judgment, 1470869 yuan of case acceptance fee and 5000 yuan of preservation fee, with a total of 1475869 yuan borne by Huaying Xintang. Huaying Xintang has paid the corresponding liquidated damages and other expenses in accordance with the judgment of Hangzhou intermediate people’s court. As of the disclosure date of the announcement, sanniao down has paid 272.2 million yuan to Huaying Xintang as agreed in the agreement, and the property right transfer of the subject matter of the transaction has been completed (including houses, land, housing structures and equipment). The control of raw materials, finished products and products in process has been transferred.
6、 Impact on the company
The delivery of relevant assets was completed in September 2021, Huaying Xintang down products business has been stripped, and the main production and operation site has been moved to Xuancheng, Anhui. This transaction is conducive to the operation of Huaying Xintang light assets, continuously improve the production and operation efficiency and concentrate on the development of down business. The stripping of down products business will not have a significant impact on the production and operation of the company.
7、 Documents for future reference
1. Resolution of the 56th meeting of the 6th board of directors of the company.
It is hereby announced
Henan Huaying Agricultural Development Co.Ltd(002321) board of directors April 16, 2002
