Stock Code: Inzone Group Co.Ltd(600858) stock abbreviation: Inzone Group Co.Ltd(600858) No.: 2022023 Inzone Group Co.Ltd(600858)
Special note on the suggestive announcement of cash acquisition of related party related assets and 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 integrity of its contents. Important content tips:
● the company is planning to acquire 100% equity of Rizhao Ginza mall Co., Ltd. (hereinafter referred to as “Rizhao Ginza”), the retail business of Qilishan branch of Jinan Ginza mall Co., Ltd. (hereinafter referred to as “Jinan Ginza”) and 100% equity of Shandong Ginza Electric Appliance Co., Ltd. (hereinafter referred to as “Ginza”). After the completion of this transaction, Rizhao Ginza and Ginza electric appliances will become wholly-owned subsidiaries of the company, and the retail business operated by Qilishan store will be incorporated into the company.
● this transaction constitutes a connected transaction specified in the Listing Rules of Shanghai Stock Exchange and is not expected to constitute a major asset reorganization specified in the administrative measures for major asset reorganization of listed companies. It needs to be submitted to the board of directors and the general meeting of shareholders for deliberation, and needs to be approved by Shandong Commercial Group Co., Ltd. (hereinafter referred to as “commercial group”), and the implementation progress is uncertain.
● the transaction is under audit and evaluation, and the transaction amount has not been determined; The company has not signed any intentional agreement related to this transaction with the counterparty.
1、 Overview of related party transactions
The company is planning to acquire in cash the 100% equity of Rizhao Ginza, the retail business of Qilishan store and the 100% equity of Ginza appliances jointly held by Shandong Ginza mall Co., Ltd. (hereinafter referred to as “Ginza mall”) and Shandong World Trade Center (hereinafter referred to as “World Trade Center”) and Shandong Ginza Distribution Co., Ltd. (hereinafter referred to as “Ginza distribution”) and Ginza mall, and control and consolidate the transaction objects. The cash purchase is under audit and evaluation, and the purchase price of the underlying assets has not been determined; The company has not signed any intentional agreement related to this transaction with the counterparty. The counterparties Ginza mall and World Trade Center are enterprises controlled by commercial groups, Ginza distribution is a wholly-owned subsidiary of Ginza mall, and Jinan ginza is a holding subsidiary of Ginza mall. According to the Listing Rules of Shanghai Stock Exchange, this transaction constitutes a connected transaction.
According to the unaudited financial data of 2021, the total assets, net assets and operating income of Rizhao Ginza, Qilishan store and Ginza electric appliance accounted for no more than 11%, 6% and 13% of the relevant audited indicators of the company in the latest period respectively. It is expected that this transaction will not constitute a major asset restructuring as stipulated in the administrative measures for major asset restructuring of listed companies. 2、 Basic information of related party transactions
(I) Rizhao Ginza
1. Basic information
The basic registration information of Rizhao Ginza company is as follows:
Name: Rizhao Ginza mall Co., Ltd
Unified social credit code 91371102767798978y
Company type: limited liability company
Address: the middle section of Beijing Road, Rizhao City
Legal representative: Zhao Zhiqiang
The registered capital is 10 million yuan
Date of establishment: April 30, 2004
No fixed term of business from March 30, 2004
Licensed items: publication retail; Food sales; Retail of tobacco products. (according to law)
For projects that must be approved, business activities can be carried out only after being approved by relevant departments
Business items (subject to the approval documents or licenses of relevant departments) general items: Food Marketing
Sale (only pre packaged food); Sales of health food (prepackaged); industrial art
Retail of goods and collectibles (except ivory and its products); Sales of daily necessities; Gold and silver system
Product sales; Wholesale of jewelry; Rental of cultural goods and equipment; Sales of office supplies; agriculture
Business scope: Sales of by-products; Sales of communication equipment; Sales of automobile decoration products; Cameras and equipment
sale; Retail of photographic equipment and telescope; Cosmetics retail; Retail of hardware products; clothes
Clothing retail; Retail of shoes and hats; Sales of knitwear and textiles; Retail of sporting goods and equipment;
Sales of rubber products; Wholesale of kitchenware, sanitary ware and daily sundries; Rental of counters and stalls; Photograph
Photo expansion service; Repair of communication equipment; Luggage repair service; Property service evaluation; matter
Industry management; Toy sales; Entertainment exhibition; Conference and exhibition services; Parking service.
(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
(moving)
2. Equity situation
Rizhao Ginza has a registered capital of 10 million yuan. Its shareholders are Ginza mall and World Trade Center, with shareholding ratios of 90% and 10% respectively.
3. Operation (Unaudited)
Unit: 10000 yuan
Annual total assets total liabilities net assets operating income net profit
202145065654035290471275 233.08304209
(II) retail business of Qilishan store
1. Basic information
The specific scope of relevant assets and liabilities related to the retail business of Qilishan store shall be subject to the appraisal scope recorded in the asset appraisal report issued by the entrusted appraisal institution for this cash acquisition.
Name: Qilishan branch of Jinan Ginza mall Co., Ltd
Unified social credit code 913701006898313562
Company type limited liability company branch
Address: No. 161, xiongshan Road, Shizhong District, Jinan
Person in charge Ma Xiaohong
Date of establishment: September 1, 2009
Business term: September 1, 2009 to no fixed term
Licensed items: food import and export; Food processing and food production; Special medical use
Formula food sales; Sales of infant formula milk powder; Sales of health food; Grain purchase;
Liquor business; Retail of publications; Retail of tobacco products; Food and Beverages; Food business (Sales)
Sale of prepackaged food); Food Internet sales (sales of prepackaged food); Food business;
Food business (selling bulk food); Internet sales of publications; Food Internet Marketing
Sale; Miscellaneous snacks; Food production. (projects subject to approval according to law shall be approved by relevant departments
Business activities can be carried out only after approval, and the specific business projects shall be subject to the approval documents of relevant departments
(subject to certificate) general items: Sales of audio equipment; Sale of gold and silver products; Tea set pin
Sale; Toy sales; Sales of electronic products; Sales of daily glass products; For automobile decoration
Product sales; Clothing manufacturing; Repair of shoes and leather; Sales of leather products; Leather sales;
Retail of aquatic products; Internet sales (except sales of goods requiring license); pet food
Business scope and retail of supplies; Sanitary ware sales; Furniture sales; Lamp sales; Hardware products Zero
Sale; Sales of toys, animation and entertainment products; Arts and crafts and collectibles retail (e.g
Teeth and their products); Sales of outdoor products; Retail of sporting goods and equipment; to work in an office
Sales of supplies; Stationery retail; Stationery wholesale; Luggage sales; Glasses sales
(excluding contact lenses); Sales of clocks and timepieces; Clock sales; Maternal and infant supplies
sale; Gift flower sales; Sales of daily necessities; Retail of kitchenware, sanitary ware and daily sundries;
Sales of personal hygiene products; Wholesale of cosmetics; Cosmetics retail; Clothing wholesale;
Clothing retail; Wholesale of fresh eggs; Fresh egg retail; Wholesale of fresh meat; Fresh meat retail; new
Wholesale of fresh vegetables; Retail of fresh vegetables; Retail of fresh fruits; Wholesale of fresh fruits; food
Use Shenzhen Agricultural Products Group Co.Ltd(000061) for preliminary processing; Edible Shenzhen Agricultural Products Group Co.Ltd(000061) retail; Edible Shenzhen Agricultural Products Group Co.Ltd(000061) wholesale; Wholesale of shoes and hats;
Retail of shoes and hats; Sales of labor protection articles; Sales of special labor protection articles; disinfectant
Sales (excluding hazardous chemicals); Retail of medical masks; Daily mask (non-medical)
sale; Retail of protective articles for medical staff; Sales of plastic products; Sales of knitwear and textiles;
Sales of household appliances; Entertainment and entertainment products sales; Sales of rubber products; agricultural by-product
sale; Sales of cotton and hemp; Sales of beans and potatoes; Grain sales; Sales of daily necessities;
Sale of unprocessed nuts and dried fruits; Food detergent sales; Indoor hygiene and insecticidal
Agent sales; Fishing gear sales; Sales of intelligent unmanned aerial vehicles; Daily wood products sales; paper
Product sales; Sales of palm products; Sales of bamboo products; Service consumption Siasun Robot&Automation Co.Ltd(300024) sales; Spoil
Sale of goods; General goods warehousing services (excluding hazardous chemicals and other items requiring approval)
Item); Jewelry recycling and repair services; Jewelry retail; Jewelry manufacturing;
estate management; Rental of counters and stalls; Non residential real estate leasing; Conference and Exhibition clothing
Service; Sales of sanitary supplies and disposable medical supplies; Adult sex products sales (not applicable)
Including drugs and medical devices); Residents’ daily life services; Sales of optical instruments; advertisement
Release (non radio, television and newspaper publishers); Furniture spare parts sales;
Sales of wooden containers; Sales of drawing, calculation and measuring instruments; Needle textile and raw material sales
Sale; Sales of class II medical devices; Retail of photographic equipment and telescope; Garment manufacturing;
Parking service. (except for the items that need to be approved according to law, it shall be independent according to law with the business license
Carrying out business activities) (engaging in business activities within the business scope of the head office)
2. Ownership relationship Qilishan store is a branch of Jinan Ginza, and the controlling shareholder of Jinan ginza is Ginza mall. 3. Operation (Unaudited)
Unit: 10000 yuan
Annual total assets total liabilities net assets operating income net profit
two thousand and twenty-one
