Securities code: Shanghai Hi-Road Food Technology Co.Ltd(300915) securities abbreviation: Shanghai Hi-Road Food Technology Co.Ltd(300915) Announcement No.: 2022018 Shanghai Hi-Road Food Technology Co.Ltd(300915)
Announcement on absorption and merger of wholly owned subsidiaries
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. 1、 Overview of this merger
Shanghai Hi-Road Food Technology Co.Ltd(300915) (hereinafter referred to as "the company") held the fourth meeting of the third board of directors and the third meeting of the third board of supervisors on April 21, 2022, deliberated and adopted the proposal on absorbing and merging wholly-owned subsidiaries. In order to further optimize the company's management structure, improve operational efficiency and reduce management costs, the company plans to absorb and merge the wholly-owned subsidiary Shanghai walrus food ingredients Co., Ltd. (hereinafter referred to as "walrus food"). After the completion of this absorption and merger, the independent legal person status of walrus food will be cancelled, and all its assets, creditor's rights and debts, and all other rights and obligations will be inherited by the company according to law.
In order to facilitate the implementation of the absorption and merger of wholly-owned subsidiaries, the general meeting of shareholders will be requested to authorize the board of directors and management of the company to fully handle all affairs related to the absorption and merger of wholly-owned subsidiaries walrus food. The validity period of this authorization resolution is from the date of deliberation and approval of the general meeting of shareholders to the completion of the merger of the wholly-owned subsidiary.
This merger does not constitute a related party transaction, nor does it constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies, and does not need to be approved by relevant departments. 2、 Basic information of the merged party
1. Basic information
Company name: Shanghai walrus food ingredients Co., Ltd
Date of establishment: October 17, 2003
Registered capital: RMB 30 million
Legal representative: Huang Haixiao
Unified social credit Code: 9131012075503644x0
Type: limited liability company (sole proprietorship of legal person invested or controlled by natural person)
Registered address: No. 666, JinDou Road, Fengxian District, Shanghai
Business scope: self owned house leasing; Production of food additives (see the license for details), engaged in the import and export business of goods and technology. [for projects subject to approval according to law, business activities can only be carried out with the approval of relevant departments] 2. Main financial data
Project December 31, 2021 (audited)
Total assets 5115476588
Total liabilities 3464389481
Accounts receivable 382 Sinodaan Co.Ltd(300635)
Net assets 1651087107
Operating income 2332121552
Operating profit 196160250
Net profit 67305026
3、 Specific arrangement of this merger
1. Walrus food is mainly engaged in the development, production and sale of essence and fragrance. The company will combine all assets, liabilities and interests of walrus food by merging and merging. The company will apply to the competent authorities for the independent legal person qualification of the walrus food.
2. The assets, liabilities and profits and losses arising from the merger base date of walrus food to the completion date of the merger will be enjoyed and borne by the company.
3. According to the requirements of laws and regulations, the merging parties will sign relevant agreements, perform the procedures of notifying creditors and announcement, jointly complete the transfer and ownership change of relevant assets and personnel, and handle other procedures specified in laws and regulations or regulatory requirements such as taxation, industry and commerce.
4. After the independent legal person status of walrus food is cancelled, all its assets, creditor's rights and debts and all other rights and obligations shall be inherited by the company according to law.
4、 Impact of this merger on the company
This merger will help the company further optimize its management structure, improve operational efficiency and reduce management costs, which is in line with the company's development strategy. Walrus food is a wholly-owned subsidiary of the company. This absorption and merger will not have a significant impact on the company's financial status, overall business development, profitability and the implementation of raised investment projects. 5、 Documents for future reference
1. Resolution of the 4th meeting of the 3rd board of directors
2. The independent opinions of independent directors on matters related to the third meeting of the third board of directors are hereby announced.
Shanghai Hi-Road Food Technology Co.Ltd(300915) board of directors
April 22, 2002
