Securities code: Songcheng Performance Development Co.Ltd(300144) securities abbreviation: Songcheng Performance Development Co.Ltd(300144) Announcement No.: 2022010 Songcheng Performance Development Co.Ltd(300144)
Announcement on the transfer of equity and related party transactions of Hong Kong subsidiaries
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
Important content tips:
Songcheng Performance Development Co.Ltd(300144) (hereinafter referred to as "the company" or " Songcheng Performance Development Co.Ltd(300144) ") intends to sign the equity transfer agreement with the controlling shareholder Hangzhou Songcheng Group Holding Co., Ltd. (hereinafter referred to as "Songcheng group") to transfer 100% of the equity of Songcheng Performance Development Co.Ltd(300144) International Development Co., Ltd. (hereinafter referred to as "the target company" or "Hong Kong subsidiary") to Songcheng group. The main assets of the subject company are the legendary project in Australia. Due to the covid-19 pneumonia epidemic, geopolitics and other factors, there is uncertainty in the current overseas assets. This transaction is conducive to resolving uncertainty, improving the company's financial safety and promoting business health.
This sale constitutes a connected transaction and needs to be submitted to the general meeting of shareholders for deliberation. The company will perform the approval procedures for connected transactions in strict accordance with relevant laws and regulations and the articles of association.
After the completion of this sale, Songcheng group will form potential horizontal competition with Songcheng Performance Development Co.Ltd(300144) and Songcheng group promises to actively solve the horizontal competition.
In accordance with the company law of the people's Republic of China, guidelines for the supervision of listed companies No. 4 - commitments and performance of actual controllers, shareholders, related parties, acquirers and listed companies of listed companies (hereinafter referred to as "regulatory guidelines No. 4") and other relevant laws and regulations, in order to protect the interests of the company and minority shareholders, Songcheng group applied for exemption from fulfilling its original commitment to avoid horizontal competition with respect to the equity of the target company. Meanwhile, in order to effectively solve the horizontal competition with Songcheng Performance Development Co.Ltd(300144) of the target company, Songcheng group made a supplementary commitment letter on avoiding potential horizontal competition with respect to the equity of the target company on April 22, 2022. The commitment letter is only applicable to the acquisition of Hong Kong subsidiary, It does not constitute a change to the original commitment. The above exemption commitments need to be submitted to the general meeting of shareholders of the company for deliberation, and the related shareholders will withdraw from voting at that time.
1、 Transaction overview
1. On April 22, 2022, the 15th meeting of the seventh board of directors of the company deliberated and adopted the proposal on the transfer of equity of wholly-owned subsidiaries and related party transactions. The company plans to sign the equity transfer agreement with Songcheng group to transfer 100% of the equity of the Hong Kong subsidiary to Songcheng group. The equity transfer price is 574 million yuan and the debt formed before the acquisition is 2005 million yuan, with a total transaction consideration of 59.405 million yuan. The main assets of the Hong Kong company are the legendary project in Australia. Due to the covid-19 pneumonia epidemic, geopolitics and other factors, there is uncertainty in the current overseas assets. This transaction is conducive to resolving uncertainty, improving the company's financial safety and promoting business health.
2. Songcheng group is the controlling shareholder of the company. According to the regulations of Shenzhen Stock Exchange gem stock listing rules, the above transactions constitute related party transactions.
3. The above matters do not constitute a major asset reorganization as stipulated in the measures for the administration of major asset reorganization of listed companies. The amount of this connected transaction exceeds the authority of the board of directors and needs to be submitted to the general meeting of shareholders for deliberation.
2、 Basic information of related parties
Company name: Hangzhou Songcheng Group Holding Co., Ltd
Unified social credit Code: 913 Zhejiang Zhengguang Industrial Co.Ltd(301092) 55712632y
Company type: limited liability company
Legal representative: Wang Pengyu
Registered capital: 1 million yuan
Date of establishment: November 21, 1997
Registered address: No. 42, Xianghu Road, Xiaoshan District, Hangzhou
Major shareholder or actual controller: xinmihua Industrial Development Co., Ltd
Business scope: industrial investment, educational services (except for the special approval of the state), tourism project development, sales of Arts and crafts, local products, hardware and electrical appliances, building materials, indoor and outdoor decoration (for projects that must be approved according to law, business activities can be carried out only with the approval of relevant departments)
Relationship with Songcheng Performance Development Co.Ltd(300144) .
As of September 30, 2021, Songcheng group had a net asset of 102174555 million yuan, an operating income of 10837307 million yuan and a net profit of 5001164 million yuan from January to September 2021. The above data were unaudited. Songcheng group does not belong to the dishonest executee.
3、 Basic information of related party transactions
1. Basic information
Company name: Songcheng Performance Development Co.Ltd(300144) International Development Co., Ltd
Unified social credit code / Registration No.: 2189594
Company type: limited company
Director: Zhang Zhenzhen
Registered capital: HK $690053862
Date of establishment: January 8, 2015
Registered address: Room B, 5th floor, Yongchang commercial building, 19-25 Suhang street, Hong Kong
Business scope: foreign investment; Cultural performance; Leisure tourism; International cultural and entertainment cooperation and development. 2. Equity structure before and after equity transfer
No. shareholder name shareholding ratio before transfer shareholding ratio after transfer
1 Songcheng Performance Development Co.Ltd(300144) 100% -
2 Hangzhou Songcheng Group Holding Co., Ltd. - 100%
Total 100%
3. Financial data of the latest year
Unit: RMB 10000
December 31, 2021 / March 31, 2022 / January March 2022 of 2021
Total assets 5746256, 5826704
Total liabilities 312934331553
Total receivables 0.00 0.00
Net assets 54333235495152
Operating income 4.30 6.43
Operating profit 117425 -835.57
Net profit 811.98 -844.94
Net cash flow from operating activities -716.86 131.73
Total amount involved in contingencies (including guarantee, litigation and arbitration matters)
4. Audit and evaluation
According to the audited statement issued by Lixin Certified Public Accountants (special general partnership), the main financial data of Songcheng Performance Development Co.Ltd(300144) international are as follows: as of December 31, 2021, the total assets are 5746256
Million yuan, with net assets of 543332300 yuan; In 2021, the operating income was 43000 yuan and the net profit was 8119800 yuan.
The book value of the company's assets on the appraisal date of zhcq No. [2021] is RMB 3.0423 million, which is based on the value-added rate of the company's net assets issued by zhcq appraisal report No. [2021] on December 31.
5. Other instructions
As of the disclosure date of this announcement, the company has not provided guarantee for the target company, entrusted the target company with financial management, and the target company has not occupied the company's funds.
4、 Main contents of related party transaction agreement
1. Agreement subject
Transferor: Songcheng Performance Development Co.Ltd(300144)
Transferee: Hangzhou Songcheng Group Holding Co., Ltd
Target company: Songcheng Performance Development Co.Ltd(300144) International Development Co., Ltd
2. Price and pricing policy of equity transfer and pricing basis
The transferor intends to transfer 100% of the equity of the target company held by it to the transferee, and the transferee agrees to purchase the target equity from the transferor and pay off the debts formed before the acquisition of the target company.
The equity transfer is based on the market value on the benchmark date (the benchmark date is December 31, 2021) in the asset appraisal report (zhqhpbz [2022] No. 0120) issued by Zhejiang zhongqihua asset appraisal company, and with reference to the audit report issued by Lixin Certified Public Accountants (special general partnership), Finally, the equity transfer price determined by both parties through negotiation is 574 million yuan and the debt formed before the acquisition is 2005 million yuan, with a total transaction consideration of 594.05 million yuan.
3. Payment of transaction consideration
The consideration of this transaction is paid in two phases. Within 15 working days from the date when this contract is signed and approved by Songcheng Performance Development Co.Ltd(300144) shareholders' meeting, the transferee shall pay 287 million yuan of 50% equity transfer to the transferor; Within 15 working days from the date of completing the change registration of the equity transfer of the target company, the transferee shall pay the remaining 50% equity transfer amount of 287 million yuan and pay off debts of 2005 million yuan to the transferor, totaling 307.05 million yuan.
After the equity transfer of the target company is completed, the transferor will no longer enjoy the corresponding shareholder rights and / or bear the relevant obligations on the equity of the target company, and the transferee will enjoy the corresponding equity rights and bear the relevant obligations on the target equity.
4. This Agreement shall come into force on the date when it is signed by both parties and approved by the general meeting of shareholders of the transferor.
5、 On the impact of this transaction on the horizontal competition of listed companies and subsequent arrangements
(I) commitment issued by controlling shareholders to avoid horizontal competition. The details are as follows:
1. The parties to this commitment and the enterprises under their control do not and will not engage in, including cooperate with others, directly or indirectly engage in the same, similar or competitive business with Songcheng Performance Development Co.Ltd(300144) and its subsidiaries in any way;
2. Will do everything possible to prevent the immediate relatives and affiliated enterprises of each party to this commitment from engaging in the same, similar or competitive business with Songcheng Performance Development Co.Ltd(300144) and its subsidiaries in any aspect;
3. Do not invest in companies, enterprises or other institutions and organizations whose business is the same as, similar to or competitive in any way with Songcheng Performance Development Co.Ltd(300144) and its subsidiaries;
4. Do not provide proprietary technology or trade secrets such as sales channels and customer information to other companies, enterprises or other institutions, organizations or individuals whose business is the same as, similar to or competitive in any way with Songcheng Performance Development Co.Ltd(300144) and its subsidiaries;
5. In the future, except for the enterprises controlled by Songcheng Performance Development Co.Ltd(300144) or Songcheng Performance Development Co.Ltd(300144) in any way, including but not limited to equity acquisition, capital increase or new establishment, if Huang Qiaoling or Songcheng group add enterprises that they can control, jointly control or exert significant influence, such enterprise names will not use the word "Songcheng", nor will they use the expression related to "tourism" in the enterprise name, business scope of the business license and the articles of Association;
6. In the future, except for the enterprises controlled by Songcheng Performance Development Co.Ltd(300144) or Songcheng Performance Development Co.Ltd(300144) or controlled by Songcheng Performance Development Co.Ltd(300144) in addition, Huang Qiaoling and Songcheng group and other enterprises controlled, jointly controlled or exerting significant influence will no longer use the "Songcheng" business name in the whole process of business development and publicity.
During the commitment period, the controlling shareholders of the company strictly fulfilled the above commitments.
(II) reasons for transferring the equity of the target company to the controlling shareholder
Affected by covid-19 pneumonia, geopolitics and other factors, the implementation cycle of overseas projects is prolonged, the difficulty of project promotion and future business challenges are increased, and there are uncertainties in business and assets. In order to avoid the investment risk of the company, after careful judgment and full consultation with the controlling shareholder Songcheng group, the company plans to be collected by Songcheng group with its own funds
