Securities code: Shanghai Weaver Network Co.Ltd(603039) securities abbreviation: Shanghai Weaver Network Co.Ltd(603039) Announcement No.: 2022011 Shanghai Weaver Network Co.Ltd(603039)
Announcement on the sale of assets and supplementary disclosure of related party transactions
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:
Brief content of the transaction: Shanghai Weaver Network Co.Ltd(603039) (hereinafter referred to as " Shanghai Weaver Network Co.Ltd(603039) " or "the company") signed the Shanghai real estate sales contract with Gu Zhenglong and Li Qin respectively in June 2021 to sell the properties at No. 78, Lane 888, Jiangliu road and No. 67, Lane 888, Jiangliu road. Based on the asset appraisal report (Kyp [2021] No. 1-40) issued by Kyp Assets Appraisal Co., Ltd. on April 17, 2021, both parties negotiated and determined that the transaction price was 13461300 yuan and 13450000 yuan respectively, and completed the property right transfer procedures in September 2021.
This transaction constitutes a connected transaction. Gu Zhenglong, Wang Chenzhi, the current director and senior manager of the company, Li Qin and Sui Qing, the current senior manager of the company, have plans to conduct another transaction on the above real estate in the future. The final transaction parties are Wang Chenzhi, the current director and senior manager of the company and Sui Qing, the current senior manager of the company. The company determines that the above transaction constitutes a connected transaction and makes supplementary disclosure in accordance with the provisions of the stock listing rules of Shanghai Stock Exchange. In the past 12 months, the company has no transactions related to this transaction category.
There are no major legal obstacles to the implementation of this transaction.
This transaction belongs to the transaction that should be disclosed as stipulated in the stock listing rules of Shanghai Stock Exchange, which will be supplemented and disclosed after deliberation at the 14th meeting of the Fourth Board of directors and the 14th meeting of the Fourth Board of supervisors held on April 15, 2022. The supplementary disclosure has been independently commented by the independent director, and the related director Mr. Wang Chenzhi has avoided voting. This matter does not need to be considered by the general meeting of shareholders.
1、 Transaction overview
In combination with the holding situation and development needs of fixed assets, in order to maintain the reasonable allocation and utilization rate of fixed assets, the company plans to sell some properties held for more than five years successively. In June 2021, the company signed the Shanghai real estate sales contract with Gu Zhenglong and Li Qin respectively. The properties located at No. 78, Lane 888, Jiangliu road and No. 67, Lane 888, Jiangliu road will be sold for 13461300 yuan and 13450000 yuan respectively. The transaction price is based on Kun
Issued by Yuan Assets Appraisal Co., Ltd. on April 17, 2021, taking March 31, 2021 as the appraisal benchmark
The subject asset appraisal report "appraisal report on the value of some assets to be transferred by Shanghai Weaver Network Co.Ltd(603039) to be transferred" (Kun yuan Ping Bao [2021] No. 1-40), which is determined by both parties through negotiation.
Gu Zhenglong and Wang Chenzhi, the current director and senior manager of the company, and Li Qin and Sui Qing, the current senior manager of the company, have plans to conduct another transaction on the above real estate in the future. According to the provisions of the stock listing rules of Shanghai Stock Exchange, this transaction constitutes a connected transaction. In the past 12 months, the company has no transactions related to this transaction category.
2、 Introduction to related parties
(I) introduction to related party relationship
The counterparty Wang Chenzhi is currently a director and senior manager of the company, Sui Qing is currently a senior manager of the company, and Sui Qing and Wang Chenzhi are the related natural persons of the company.
(II) basic information of related parties
1. Name: Wang Chenzhi
Gender: Male
Nationality: Chinese
Address: hangtou Town, Nanhui District, Shanghai
Occupation and position in the last three years: he has worked in the company since 2003 and is now a director of the company
Vice General Manager.
2. Name: Sui Qing
Gender: Male
Nationality: Chinese
Address: Puxiu Road, Minhang District, Shanghai
Occupation and position in the last three years: he has worked in the company since 2003 and now serves as the deputy general manager of the company
Manage.
3、 Basic information of related party transactions
(I) subject matter of transaction
1. Name and category of transaction
The company sells its properties at No. 78, Lane 888, Jiangliu road and No. 67, Lane 888, Jiangliu road.
Construction area above ground
Certificate No., location type, total floors, completion date No. (M2) building area
(M2)
Lane 888, Jiangliu Road, Minzi, Shanghai (2016)
Real estate property right No. 78 401.92 227.8 tandem residence, 3 / F, 2014008401 No. 2, Lane 888, Shanghai (2016) Minzi Jiangliu Road
Real estate property right No. 67 390.81 227.8 third floor of tandem residence 2014 No. 008399
2. 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. Description of the operation of the underlying assets
(1) In May 2015, the company obtained the real property right of No. 78, Lane 888, Jiangliu road through transfer
The property right certificate number is Hu (2016) min Zi immovable property right No. 008401, and the decoration was completed in October 2016
The original book value is 822693668 yuan, up to the benchmark date (March 31, 2021)
The accumulated depreciation is 70 months, the accumulated depreciation is 222530970 yuan, and the net book value is Shenzhen Heungkong Holding Co.Ltd(600162) 698 yuan,
The property is in normal use before the transfer.
(2) In May 2015, the company obtained the real property right of No. 67, Lane 888, Jiangliu road through transfer
The property right certificate number is Hu (2016) min Zi immovable property right No. 008399, and the decoration was completed in October 2016
After being put into use, the original book value is 822291081 yuan, up to the benchmark date (March 31, 2021)
The accumulated depreciation is 70 months, the accumulated depreciation is 222446541 yuan, and the net book value is 599844540 yuan,
The property is in normal use before the transfer.
4. Book value of the subject matter of the transaction in the latest financial statement
Unit: Yuan
Real estate project December 31, 2020 May 31, 2021
Original book value 822693668
No. 78, Lane 888, Jiangliu road depreciation 212761485229043960
Net book value 609932183593649708
Original book value 822291081822291081
No. 67, Lane 888, Jiangliu road depreciation 212681835228956345
Net book value 609609246593334736
Audited or not
（3） Method for determining the price of related party transactions
1. With reference to the appraisal report on the value of some assets to be transferred in Shanghai Weaver Network Co.Ltd(603039) appraisal project (Kun yuan Ping Bao [2021] No. 1-40) issued by Kunyuan Asset Appraisal Co., Ltd., a securities qualified appraisal institution, on April 17, 2021, and taking March 31, 2021 as the appraisal base date, the two parties negotiated and determined No. 78, Lane 888, Jiangliu Road The transaction price of the real estate at No. 67, Lane 888, Jiangliu road is 13461300 yuan and 13450000 yuan respectively.
2. Evaluation of transaction object
Kunyuan Assets Appraisal Co., Ltd. adopts the asset market method to evaluate the value of the real estate at No. 78, Lane 888, Jiangliu road and No. 67, Lane 888, Jiangliu road as of the benchmark date of March 31, 2021. As of the benchmark date, the book value of No. 78, Lane 888, Jiangliu road is Shenzhen Heungkong Holding Co.Ltd(600162) 698 yuan, the appraisal value is 1345000000 yuan, the appraisal added value is 744837302 yuan, and the appreciation rate is 124.11%; The book value of the property at No. 67, Lane 888, Jiangliu road is 599844540 yuan, the assessed value is 1345000000 yuan, the assessed value-added is 745155460 yuan, and the appreciation rate is 124.22%. With reference to the assets appraisal value, both parties have negotiated and determined that the transaction prices of the real estate at No. 78, Lane 888, Jiangliu road and No. 67, Lane 888, Jiangliu road are 13461300 yuan and 13450000 yuan respectively.
4、 Main contents and performance arrangements of related party transactions
(I) main terms of the agreement.
Contract 1: No. 78, Lane 888, Jiangliu Road
1. Contract subject
Transferor (Party A): Shanghai Weaver Network Co.Ltd(603039)
Transferee (Party B): Gu Zhenglong (Wang Chenzhi)
2. Transaction price and agreement matters
2.1 through negotiation, Party A and Party B agree that the total transfer price of the above real estate is 13461300 yuan, (in words): thirteen million four hundred and sixty-one thousand three hundred yuan only. After Party B pays the house price, Party A shall issue a receipt in accordance with the tax regulations.
2.2 the service life of the state-owned land use right occupied by the house is from July 30, 2010 to July 29, 2080. After Party A transfers the above real estate to Party B, the rights and obligations specified in the transfer contract shall be transferred to Party B.
2.3 in accordance with the laws, regulations, rules and relevant provisions of the people's Republic of China, Party B shall go through the formalities for the transfer of the land use right and pay the transfer fee for the land use right.
2.4 Party A and Party B confirm that they will apply to the real estate trading center for handling the transfer procedures before September 15, 2021.
2.5 after the contract takes effect, Party A and Party B shall pay taxes and fees in accordance with the relevant provisions of the state and the city. 2.6 the supplementary terms or supplementary agreement concluded by Party A and Party B through consultation shall be an integral part of the sales contract on the premise of not violating relevant laws and regulations. In case of any inconsistency between the supplementary provisions of this contract and the main provisions, the supplementary provisions shall prevail.
3. Payment method and payment period
Party B has paid the house price on July 30, 2021.
4. Effective time of the agreement
The agreement shall come into force after being signed by all parties.
5. Liability for breach of contract
5.1 the contract shall be governed by the laws and regulations of the people's Republic of China. In case of any dispute between Party A and Party B during the performance of this contract, it can be settled through negotiation, or apply to relevant departments for mediation, or choose to sue to the people's court where the subject matter is located.
Contract 2: No. 67, Lane 888, Jiangliu Road
1. Contract subject
Transferor (Party A): Shanghai Weaver Network Co.Ltd(603039)
Transferee (Party B): Li Qin (SUI Qing)
2. Transaction price and agreement matters
2.1 through negotiation, Party A and Party B agree that the total transfer price of the above real estate is 13450000 yuan, (in words): ten million four hundred and fifty thousand yuan only. After Party B pays the house price, Party A shall issue a receipt in accordance with the tax regulations.
2.2 the service life of the state-owned land use right occupied by the house is from July 30, 2010 to July 29, 2080. After Party A transfers the above real estate to Party B, the rights and obligations specified in the transfer contract shall be transferred to Party B.
2.3 in accordance with the laws, regulations, rules and relevant provisions of the people's Republic of China, Party B shall go through the formalities for the transfer of the land use right and pay the transfer fee for the land use right.
2.4 Party A and Party B confirm that they will apply to the real estate trading center for handling the transfer procedures before September 9, 2021.
2.5 after the contract takes effect, Party A and Party B shall pay taxes and fees in accordance with the relevant provisions of the state and the city. Supplementary Clauses or supplementary agreements are an integral part of the sales contract. In case of any inconsistency between the supplementary provisions of this contract and the main provisions, the supplementary provisions shall prevail.
3. payment
