Securities code: Songcheng Performance Development Co.Ltd(300144) securities abbreviation: Songcheng Performance Development Co.Ltd(300144) Announcement No.: 2022009 Songcheng Performance Development Co.Ltd(300144)
Announcement on the transfer of equity of Zhuhai Subsidiary and related party transactions
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 and entrusted management agreement with the controlling shareholder Hangzhou Songcheng Group Holding Co., Ltd. (hereinafter referred to as "Songcheng group") to transfer 100% of the equity of the wholly-owned subsidiary Zhuhai Songcheng Performance Development Co.Ltd(300144) Kingdom Co., Ltd. (hereinafter referred to as "the target company") to Songcheng group, In the future, Songcheng group will be responsible for the construction and incubation of Zhuhai Songcheng Performance Development Co.Ltd(300144) Park, and Songcheng group will entrust Songcheng Performance Development Co.Ltd(300144) to operate and manage the Performing Arts Park.
This transfer constitutes a connected transaction and needs to be submitted to the general meeting of shareholders for deliberation. The company will perform the approval procedures of connected transactions in strict accordance with relevant laws and regulations and the articles of association.
After the completion of this transfer, 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 of this acquisition. Meanwhile, in order to effectively solve the horizontal competition with Songcheng Performance Development Co.Ltd(300144) of , Songcheng group made a supplementary commitment letter on avoiding potential horizontal competition with respect to this acquisition on April 22, 2022. This commitment letter is only applicable to this acquisition and 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.
After the completion of this transaction, Songcheng group will actively promote the development and construction of Zhuhai Songcheng Performance Development Co.Ltd(300144) park. After the opening, it will entrust Songcheng Performance Development Co.Ltd(300144) to operate and manage the performance park. If the operation meets the expectation, Songcheng group promises to give priority to the transfer to Songcheng Performance Development Co.Ltd(300144) . The future asset injection may need to be submitted to the board of directors, the general meeting of shareholders and other institutions of the company for deliberation and approval by the regulatory department, There is a risk that the review will not be passed or not approved by the regulatory authorities.
1、 Transaction overview
1. The proposal on the transfer of equity of Zhuhai Subsidiary was deliberated and adopted at the 7th Meeting of the board of directors on April 22, 2024. The company plans to sign the equity transfer agreement and entrusted management agreement with Songcheng group to transfer 100% of the equity of the target company to Songcheng group. The equity transfer price is 451 million yuan and the debt formed before the acquisition is 6.9261 million yuan. The total transaction consideration is 4579261 million yuan. In the future, Songcheng group will be responsible for the construction and incubation of Zhuhai Songcheng Performance Development Co.Ltd(300144) Park, and Songcheng group will entrust Songcheng Performance Development Co.Ltd(300144) to operate and manage the Performing Arts Park.
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 stipulated in the measures for the administration of major asset reorganization of listed companies. The amount of this related party 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 102174556 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 have not been audited. Songcheng group does not belong to the dishonest executee.
3、 Basic information of related party transactions
1. Basic information
Company name: Zhuhai Songcheng Performance Development Co.Ltd(300144) Kingdom Co., Ltd
Unified social credit code / Registration No.: 91440403ma54k08f2h
Company type: limited liability company
Legal representative: Shen Guojian
Registered capital: 400 million yuan
Date of establishment: April 23, 2020
Registered address: room 218, second floor, No. 108, Doumen Avenue North, Doumen Town, Doumen District, Zhuhai (centralized office area)
Business scope: music performance, opera performance, song and dance performance and acrobatic performance (operated with business performance license); Performance brokerage; Technology development, technical service and achievement transfer of intelligent entertainment products, stage technology, network information technology, electronic computers, e-commerce, communication engineering and network engineering; Cultural and creative design; Parking lot management, tourism services, theme park development and operation, planning and organization of cultural activities, cultural communication planning, animation design, exhibition organization, design, production, agency and advertising; Sales: tourist supplies, arts and crafts, daily necessities, primary food Shenzhen Agricultural Products Group Co.Ltd(000061) (except food and medicine); Food business, sales of prepackaged food (including refrigerated and frozen food); Food and Beverages. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
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. Key financial data
Unit: RMB 10000
December 31, 2021 / March 31, 2022 / January March 2022 of 2021
Total assets 12669931289232
Total liabilities 796.93112045
Total receivables 0.00 0.00
Net assets 11872991177187
Operating income 0.00 0.00
Operating profit -431.30 -101.11
Net profit -431.29 -101.12
Net cash flow from operating activities -360.31 252.71
Total amount involved in contingencies (including 0.00 insurance, 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 the subject company are as follows: as of the audit base date December 31, 2021, the total assets are 1266993 million yuan and the net assets are 1187299 million yuan; In 2021, the company realized an operating income of RMB 0 million and a net profit of RMB -4312900.
According to the assets appraisal report (zzqhpb Zi [2022] No. 0126) issued by Zhejiang zhongqihua Assets Appraisal Co., Ltd., the market value of all shareholders' equity of the subject company on the benchmark date of December 31, 2021 was 4504839 million yuan, an increase of 331754 million yuan compared with the book value of 1187299 million yuan, and the appreciation rate was 279.42%.
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
(I) main terms of equity transfer agreement
1. Agreement subject
Transferor: Songcheng Performance Development Co.Ltd(300144)
Transferee: Hangzhou Songcheng Group Holding Co., Ltd
Target company: Zhuhai Songcheng Performance Development Co.Ltd(300144) Kingdom 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 appraisal report of the equity value of the company is based on the special assets appraisal report issued by zhcqtjpz (2022) on December 31, 2022 issued by zhqjpz, The equity transfer price of 451 million yuan and the debt formed before the acquisition of 6.9261 million yuan were finally determined by both parties through negotiation, and the total transaction consideration was 4579261 million yuan.
3. Payment of transaction consideration
The consideration of this transaction is paid in two installments. Within 15 working days from the date of signing this contract and approved by Songcheng Performance Development Co.Ltd(300144) shareholders' meeting, the transferee shall pay 225.5 million yuan of 50% equity transfer to the transferor; Within 15 working days from the date of completion of the industrial and commercial registration of the equity change of the target company, the transferee shall pay the remaining 50% equity transfer amount of 225.5 million yuan and pay off the debt of 6.9261 million yuan to the transferor, totaling 23246100 yuan. After the equity transfer of the target company is completed, the transferor will no longer enjoy the corresponding shareholder rights and / or undertake relevant obligations on the target equity, and will no longer perform the capital contribution obligations specified in the original articles of association of the target company. The transferee will undertake the later capital contribution obligations in accordance with the revised articles of association of the target company. The transferee enjoys corresponding equity rights and assumes relevant obligations with respect to the subject 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.
(II) main terms of entrusted management agreement
1. Agreement subject
Client / Party A: Hangzhou Songcheng Group Holding Co., Ltd
Trustee / Party B: Songcheng Performance Development Co.Ltd(300144)
2. Main contents of entrusted management
Party A agrees to entrust the operation and management right of Zhuhai Songcheng Performance Development Co.Ltd(300144) park to Party B according to the terms and conditions agreed in this agreement. The entrusted management period is three years, calculated from the date of opening of the project; Party B agrees to accept the entrustment and appoint its subsidiaries to operate and manage the performance Park in accordance with the current laws and regulations, relevant industrial management regulations and the terms and conditions agreed in this agreement. Party B agrees that the project company shall use the "song city" and "eternal love" trademarks held by Party B and the intellectual property rights designed, created and performed for the project within the scope of the project. The authorization period is consistent with the period of the entrusted management agreement, which is three years, calculated from the date of opening of the project.
During the term of validity of this agreement, if the parties reach an agreement through consultation and approved by their internal review procedures, the relevant matters of this agreement can be changed or terminated in advance.
3. Entrusted management and brand authorization fees
(1) Party B provides entrusted management and brand authorization services according to this agreement. Calculated according to the actual operation cycle after the opening of the project, Party B will charge 80 million yuan, 100 million yuan and 120 million yuan respectively in the first three years
