Securities code: Shanghai Weaver Network Co.Ltd(603039) securities abbreviation: Shanghai Weaver Network Co.Ltd(603039) Announcement No.: 2022012 Shanghai Weaver Network Co.Ltd(603039)
Announcement on the sale of assets
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:
Shanghai Weaver Network Co.Ltd(603039) (hereinafter referred to as ” Shanghai Weaver Network Co.Ltd(603039) ” or “the company”) plans to transfer the company’s land, houses and supporting ancillary facilities located at No. 3006, Huancheng West Road, Fengxian District, Shanghai to Shanghai Hannover Biotechnology Co., Ltd. (hereinafter referred to as “Shanghai Hannover”) by means of agreement transfer, with the transfer price of RMB 88 million.
This transaction does not constitute a connected transaction. The company and the major shareholders, directors, supervisors and senior managers of Shanghai Hanover have no affiliated relationship or other interest arrangements, and there is no relationship of concerted action. This transaction does not constitute a major asset restructuring.
There are no major legal obstacles to the implementation of this transaction.
This transaction has been deliberated and approved at the 14th meeting of the Fourth Board of directors of the company. This transaction can only be formally completed after both parties of the transaction sign the contract text, deliver the payment and go through the relevant formalities of real estate transfer registration in accordance with the relevant provisions on the transfer of real estate property rights. Please pay attention to the investment risks.
1、 Transaction overview
The company invests in a self built office building in Pujiang Town, Minhang District, the current office location for R & D purposes. In combination with the company’s development needs, in order to maintain the reasonable allocation and utilization rate of fixed assets and better promote the development of the company’s main business, the company plans to transfer the company’s land, houses and supporting ancillary facilities located at No. 3006 Huancheng West Road, Fengxian District, Shanghai to Shanghai Hannover by agreement. According to the asset appraisal report of some asset value appraisal projects Shanghai Weaver Network Co.Ltd(603039) to be transferred issued by Kunyuan Asset Appraisal Co., Ltd. [2022] No. 1-12 on March 29, 2022, the transfer price of the assets between the company and Shanghai Hannover Friendship Association trademark is RMB 88 million. The board of directors of the company authorizes the management to handle all matters related to the asset sale.
This transaction does not constitute a connected transaction, nor does it constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies.
After calculation, it is estimated that the income generated by this transaction will account for more than 10% of the company’s audited net profit attributable to the shareholders of the listed company in 2021, and the absolute amount will exceed 1 million yuan. According to the relevant provisions of the Listing Rules of Shanghai Stock Exchange and the articles of association, this transaction has been deliberated and adopted at the 14th meeting of the Fourth Board of directors of the company.
2、 Basic information of counterparty
(I) basic information of the transferee
Company name: Shanghai Hannover Biotechnology Co., Ltd
Type: limited liability company (sole proprietorship of legal person invested or controlled by non natural person)
Unified social credit Code: 91310120ma1htw413r
Registered address: rooms 701 and 702, 7 / F, building 3, building 3, No. 1588, Huhang highway, Fengxian District, Shanghai
Legal representative: Jin Hongsen
Major shareholder or actual controller: Wuhan Hanhai new enzyme Biotechnology Co., Ltd. with a shareholding ratio of 100% and a registered capital of RMB 10 million
Date of establishment: October 16, 2019
Business scope: engaged in technology development, technical services, technical consultation and technology transfer in the fields of biotechnology, chemical technology, pharmaceutical technology and medical technology, chemical raw materials and products (except hazardous chemicals, MCCs, civil explosives and precursor chemicals), laboratory equipment, class I medical devices, class II medical devices Wholesale and retail of chemical reagents (except dangerous chemicals, MCCs, civil explosives and precursor chemicals), business of three types of medical devices (see license for specific items), import and export of goods or technologies (except the import and export of goods and Technologies Prohibited by the state or involving administrative approval). [for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments.]
(II) the counterparty, Shanghai Hanover, was established on October 16, 2019. Its financial status as of December 31, 2021 and March 31, 2022 is as follows:
Unit: Yuan
Financial indicators December 31, 2021 March 31, 2022
Total assets 22916148596911858312
Total liabilities 27685773257650562040
Net assets -476962466 -738703728
Operating income 3060709345178761
Net profit -185287233 -86274620
Has it been audited not audited not audited
(III) the company has no other relationship with Shanghai Hannover in terms of property rights, business, assets, creditor’s rights and debts, personnel, etc. The company and the major shareholders, directors, supervisors and senior managers of Shanghai Hanover have no affiliated relationship or other interest arrangements, and there is no relationship of concerted action.
3、 Basic information of transaction object
(I) subject matter of transaction
1. The subject matter of the transaction is: the real estate owned by the company, such as land, houses and supporting ancillary facilities, located at No. 3006, Huancheng West Road, Fengxian District, Shanghai. The specific conditions of the subject assets transferred are as follows:
Certificate No.: Hu (2017) Fengzi immovable property right No. 001112
Right type: state-owned construction land use right / house ownership
Nature of right: nature of land right: transfer
Purpose: land use: industrial land
Area: parcel area: 1252550 m2 / building area: 1297436 M2
Use period: use period of state-owned construction land use right: from December 30, 2011 to December 29, 2061
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 the transfer of the real estate to be sold this time, no litigation, arbitration matters or judicial measures such as seizure and freezing, and no other circumstances that hinder the transfer of ownership.
3. Description of relevant asset operation
The company purchased the above land in 2011 and built relevant office buildings on the land. On January 13, 2017, the company obtained the real estate property right certificate with the certificate number of Hu (2017) Fengzi real estate property right No. 001112. The land use right is 1252550 square meters and the office building is 1297436 square meters. The office building was put into use in September 2019, with the original book value of 4829661029 yuan. Up to the benchmark date (February 28, 2022), the accumulated depreciation / amortization has been 65 months, with the accumulated depreciation / amortization of 1204153395 yuan and the net book value of 3625507634 yuan. At present, the office building is in rental status.
4. Book value of the subject matter of the transaction in the latest financial statement
Year 2021 (yuan) March 31, 2022 (yuan)
Original book value 4829661029
Accrued depreciation 10265657851075449870
Amortization or impairment provision 142621200146186730
Net book value 36604740443608024429
Has it been audited
(II) evaluation of trading object
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 [2022] No. 1-12) issued by Kunyuan Asset Appraisal Co., Ltd., a securities qualified appraisal institution, on March 29, 2022, and with February 28, 2022 as the appraisal base date, the transaction prices are determined by both parties through negotiation as 88 million yuan respectively on the basis of the appraisal value of 7742228000 yuan.
2. Evaluation of transaction object
Kunyuan Assets Appraisal Co., Ltd. adopts the cost method to evaluate the building fixed assets located at No. 3006, Huancheng West Road, Fengxian District, Shanghai, and adopts the market method to evaluate the intangible assets – land use rights. As of the benchmark date of February 28, 2022, the appraisal value of the assets is 7742228000 yuan (in words: seventy-seven million four hundred and twenty-two thousand two hundred and eighty yuan only). Compared with the book value of 3625507634 yuan, the appraisal value increases by 4116720366 yuan and the appreciation rate is 113.55%. The details are as follows:
(1). The original book value of building fixed assets is 4116554529 yuan, and the net book value is 3057399354 yuan, including plant, underground garage, guard room and power distribution room. It is located at No. 3006, Huancheng West Road, Fengxian District, Shanghai. The fixed assets of the above buildings and the land use right occupied have obtained the real estate property right certificate (Hu (2017) Fengzi real estate property right No. 001112).
(2). Intangible assets – the book value of land use right is 568108280 yuan. There is one land use right. It is located at No. 3006, Huancheng West Road, Fengxian District, Shanghai, with a land area of 1252550 square meters. It is the transfer of industrial land, and the termination date is December 29, 2061.
4、 Main contents and performance arrangements of transaction contract or agreement
(I) main terms of the agreement.
1. Contract subject
Transferor (Party A): Shanghai Weaver Network Co.Ltd(603039)
Transferee (Party B): Shanghai Hannover Biotechnology Co., Ltd
2. Transaction price and agreement matters
Based on the principles of voluntariness, equality, fairness and impartiality, and through friendly negotiation, the following agreement is reached on the transfer of assets:
2.1 the transferor Shanghai Weaver Network Co.Ltd(603039) intends to transfer the real estate located at No. 3006, Huancheng West Road, Fengxian District, Shanghai (including the use right of state-owned construction land for buildings and land attached to buildings) to the transferee Shanghai Hannover Biotechnology Co., Ltd. at the price of 88 million yuan;
2.2 after this transfer, the transferee Shanghai Hannover Biotechnology Co., Ltd. will hold the real estate at No. 3006, Huancheng West Road, Fengxian District, Shanghai (including the use right of state-owned construction land for buildings and land attached to buildings).
2.3 Party A and Party B agree that Party A shall vacate the house and notify Party B for acceptance and handover within 3 days after Party B obtains the transfer registration and receives the notice from Party B. Party B shall inspect the house, its decoration and equipment within 7 days from the date of receiving the notice. The handover Confirmation signed by both parties after inspection is the sign of house transfer.
2.4 Party A and Party B confirm that they will apply to the real estate trading center for handling the transfer procedures within 7 working days after obtaining the formal approval of the asset transaction from the government department of Fengxian District, Shanghai.
2.5 the above real estate risk responsibility shall be transferred to Party B from the date when the real estate is officially registered in the name of Party B and handed over to Party B.
2.6 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. 2.7 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
3.1 Party B shall pay the transfer price in three installments:
Phase I: within 2 working days after the contract comes into force and the online signature filing of the real estate transaction is completed, Party B shall pay 15% of the total price to Party A as the deposit, that is, RMB 13.2 million (in words: RMB thirteen million two hundred thousand only).
Phase II: After Party B completes the phase I payment to Party A, both parties shall actively cooperate in handling the change approval procedures of Shanghai Fengxian District government department. Within 10 working days after obtaining the formal approval, Party B shall provide Party A with the deposit guarantee issued by the bank equivalent to 65% of the total contract price. Party A and Party B shall prepare all materials required for handling the property right transfer procedures of the real estate and submit them to Shanghai Fengxian District Real Estate Trading Center. After the transaction competent department confirms the formal acceptance, Party A and Party B shall pay their respective taxes in time, and within 5 working days after Party B finally obtains the real estate certificate that registers Party B as the property owner, Party B shall pay 65% of the total price to Party A, that is, RMB 57.2 million (in words: RMB 57.2 million only), and
