Securities code: Beijing Dabeinong Technology Group Co.Ltd(002385) securities abbreviation: Beijing Dabeinong Technology Group Co.Ltd(002385) Announcement No.: 2022042 Beijing Dabeinong Technology Group Co.Ltd(002385)
Announcement on the transfer of part of the equity of Yunnan Datian Seed Industry Co., Ltd. by the holding subsidiary
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.
Beijing Dabeinong Technology Group Co.Ltd(002385) (hereinafter referred to as “the company”) held the 35th meeting of the 5th board of directors on April 21, 2022, deliberated and adopted the proposal on the transfer of part of the equity of Yunnan Datian Seed Industry Co., Ltd. by the holding subsidiary, the specific contents are as follows:
1、 Transaction overview
In order to promote the strategy of strategic M & A and resource storage of corn seed industry, Beijing Dabeinong Technology Group Co.Ltd(002385) holding subsidiary Beijing chuangshao Technology Co., Ltd. (hereinafter referred to as “chuangshao technology company”) plans to acquire 51% equity of Yunnan Datian Seed Industry Co., Ltd. (hereinafter referred to as “target company”) held by natural person shareholder Chen Qiaobao. After the completion of this transaction, chuangshao technology company will become the actual controller of the target company.
Before the expiration of the performance commitment, the overall valuation of the target company is tentatively set at 600 million yuan, and the equity transfer payment paid by Chuang Chong technology company to Chen Qiaobao in three years is tentatively set at 306 million yuan. After the expiration of the performance commitment, if the target company completes the performance commitment, the equity transfer payment paid by Chuang Chong technology company to Chen Qiaobao in installments within three years shall not exceed 688.5 million yuan.
After the completion of this transaction, Chuang Chong technology company holds 51% of the equity of the target company and is the controlling shareholder of the target company; Chen Qiao, a natural person shareholder, holds 41% of the equity, while Yunnan Qiaoyuan Technology Consulting Service Co., Ltd. holds 8%. 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. According to the Listing Rules of Shenzhen Stock Exchange and the articles of association, it is not necessary to submit it to the general meeting of shareholders for deliberation.
2、 Basic information of equity transferor
1. Name and address of the transferor
Chen Qiaobao, address: No. 4, Hongxing North Street, Luoxiong Town, Luoping County, Qujing City, Yunnan Province.
2. According to the inquiry of China executive information disclosure network, Chen Qiaobao has not been executed and has not been included in the list of dishonest persons.
3、 Basic information of the target company
1. Name of target company: Yunnan Datian Seed Industry Co., Ltd
2. Unified social credit Code: 915303246655421460
3. Registered capital: 30 million yuan.
4. Address: West of Jintang Road, Lashan street, Luoping County, Yunnan Province
5. Legal representative: Chen Qiaobao
6. Date of establishment: September 26, 2007
7. Business scope: licensed items: seed production of main crops; Crop seed management; Import and export of crop seeds; Grain and oil storage services; Grass seed production and operation (for projects that must be approved according to law, business activities can be carried out only after being approved by relevant departments, and the specific business items shall be subject to the approval results) general items: grain planting; Fertilizer sales; Fertilizer sales; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Non residential real estate leasing; Land use right lease; Leasing services (excluding licensed leasing services); Crop seed management (only for packaged seeds that are no longer sub packaged); Oil planting; Sales of agricultural and sideline products (except for the projects that must be approved according to law, the business activities shall be carried out independently according to law with the business license).
8. The existing equity structure of the target company is as follows:
Serial number shareholder name contribution amount shareholding ratio
1 Chen Qiaobao 27.6 million yuan 92%
2 Yunnan Qiaoyuan Technology Consulting Service Co., Ltd. 2.4 million yuan 8%
Total 30 million yuan 100%
9. Equity structure of the target company after the completion of this transaction
Serial number shareholder name contribution amount shareholding ratio
1 Beijing ChuangSheng Technology Co., Ltd. 15.3 million yuan 51%
2 Chen Qiaobao 12.3 million yuan 41%
3 Yunnan Qiaoyuan Technology Consulting Service Co., Ltd. 2.4 million yuan 8%
Total 30 million yuan 100%
10. Chen Qiaobao, the transferor, holds 80% of the equity in Yunnan Qiaoyuan Technology Consulting Service Co., Ltd., the original shareholder of the target company. He is the actual controller of Yunnan Qiaoyuan Technology Consulting Service Co., Ltd. and Yunnan Qiaoyuan Technology Consulting Service Co., Ltd. agrees to issue a commitment to waive the preemptive right.
11. Financial status of the target company
Unit: 10000 yuan
December 31, 2021 December 31, 2020
(audited) (audited)
Total assets 23942922119661
Total liabilities 14437431304378
Total accounts receivable 833.92 823.51
Net assets 950547815283
Operating income 1352800928624
Operating profit 118577 533.23
Net profit 120589 725.78
Net cash flow from operating activities -568.77183090
12. According to the inquiry of China executive information disclosure network, the target company has not been executed and has not been included in the list of dishonest persons.
4、 Main investment terms
1. Signatories
Transferor: Chen Qiaobao
Transferee: Beijing Chuangzhong Technology Co., Ltd
2. Subject matter of transfer
2.1 the subject matter of this equity transfer is the 51% equity of the target company held by the transferor, and the rights that the shareholders should enjoy to the target company according to the equity, including but not limited to undistributed profits and shareholders’ property rights, voting rights, personnel rights, right to know and other rights and interests.
2.2 before the equity transfer, the equity structure of the target company is:
Serial number shareholder name contribution amount shareholding ratio
1 Chen Qiaobao 27.6 million yuan 92%
2 Yunnan Qiaoyuan Technology Consulting Service Co., Ltd. 2.4 million yuan 8%
Total 30 million yuan 100%
2.3 after the equity transfer, the equity structure of the target company is:
Serial number shareholder name contribution amount shareholding ratio
1 Beijing ChuangSheng Technology Co., Ltd. 15.3 million yuan 51%
2 Chen Qiaobao 12.3 million yuan 41%
3 Yunnan Qiaoyuan Technology Consulting Service Co., Ltd. 2.4 million yuan 8%
Total 30 million yuan 100%
3. Transfer price and capital source
The two parties agreed that the transfer price is based on the overall valuation of the target company and the performance commitment and development trend of the target company in the past and the next three years as a reference, and is calculated separately by sections according to the actual completion. The maximum valuation of the target company shall not exceed 1350000000 yuan (one billion three hundred and fifty million yuan only), and the maximum equity transfer price shall not exceed Hcr Co.Ltd(688500) 000 yuan (six hundred eighty-eight million five hundred thousand yuan). The specific calculation method of equity transfer price is as follows:
3.1 before the expiration of performance commitment, the transfer payment of phase I, phase II and phase III is temporarily calculated according to the overall valuation of the target company of 600 million yuan (600 million yuan), and the calculation formula is 600 million yuan \uf0cd 51% = transfer price (provisional price). 3.2 after the performance commitment expires, the valuation of the target company shall be adjusted according to the performance completion, and the transfer price shall be determined in the following ways:
3.2.1 when the cumulative net profit of the consolidated statements reaches or exceeds 85% (184.45 million yuan, including this amount) of the three-year Cumulative Performance commitment, the annual average net profit of the consolidated statements shall be used as the base for calculation, the valuation of the target company shall be determined with a price earnings ratio of 16.7 times, and the transfer price shall be calculated on this basis. The calculation formula of the transfer price is: annual average net profit of the consolidated statements × 16.7x × 51% = transfer price.
3.2.2 if the cumulative net profit in the consolidated statements does not reach 85% of the three-year Cumulative Performance commitment (RMB 184450000, excluding this amount), the equity transfer price shall be determined according to the following three situations:
3.2.2.1 if the net profit of the consolidated statement does not reach 50% (108.5 million yuan, excluding this amount) of the three-year Cumulative Performance commitment, the annual average net profit of the consolidated statement shall be taken as the base for calculation, the valuation of the target company shall be determined with a price earnings ratio of 8 times, and the transfer price shall be calculated on this basis. The calculation formula of the transfer price is: annual average net profit of the consolidated statement × 8x × 51% = transfer price.
3.2.2.2 if the net profit of the consolidated statement is greater than or equal to 50% (108.5 million yuan) of the performance commitment and less than 65% (141.05 million yuan, excluding this amount), the annual average net profit of the consolidated statement shall be used as the base for calculation, the valuation of the target company shall be determined with a price earnings ratio of 12 times, and the transfer price shall be calculated on this basis. The calculation formula of the transfer price is: annual average net profit of the consolidated statement × 12 times × 51% = transfer price.
3.2.2.3 if the net profit of the consolidated statement is greater than or equal to 65% (141.05 million yuan) and less than 85% (184.45 million yuan, excluding this amount), the annual average net profit of the consolidated statement shall be taken as the base for calculation, the valuation of the target company shall be determined with a price earnings ratio of 14 times, and the transfer price shall be calculated on this basis. The calculation formula of the transfer price is: annual average net profit of the consolidated statement × 14 times × 51% = transfer price.
3.3 when the performance commitment expires, the final transfer price will be based on the financial statements audited by an accounting firm with securities practice qualification recognized by the transferee from 2022 to 2024, and will be the final basis for the equity price after adjustment in accordance with items 4.2.1 and 4.2.2 of Article 4 of this agreement. Both parties agree that the maximum valuation of the target company shall not exceed 1.35 billion yuan. Based on this calculation, the maximum equity transfer price shall not exceed 688.5 million yuan. If the final calculation result shows that the target company’s valuation exceeds 1.35 billion yuan, 100% of the annual average net profit of the excess part and the corresponding consolidated statements will be awarded to the transferor and the management team, and the specific reward measures will be formulated by the transferor.
Source of funds: self owned funds and M & A loans
4. Performance commitment
4.1 The transferor promises that the net profit in the consolidated statements of the target company in 2022, 2023 and 2024 will not be less than 40 million yuan (including 40 million yuan), 70 million yuan (including 70 million yuan) and 107 million yuan (including 107 million yuan), and the cumulative net profit in the consolidated statements in three years will not be less than 217 million yuan.
4.2 the net profit realized in the consolidated statements mentioned above refers to the net profit attributable to the owner of the parent company after deducting non recurring profits and losses audited by an accounting firm with securities and futures practice qualification hired by the transferee and adjusted in accordance with items 4.2.1 and 4.2.2 of this article.
4.2.1 variety infringement compensation income
The net amount of compensation for infringement of new product rights recognized by the target company in accordance with the Chinese accounting standards for business enterprises and attributable to the performance commitment period after deducting the proportion of sales expenses, management expenses, financial expenses, corresponding taxes and minority shareholders’ profits and losses in the corresponding year shall be included in the performance commitment amount in the corresponding year of the performance commitment period. The specific calculation method and amount shall be subject to the resolution adopted by the board of directors of the target company.
4.2.2 income from one-time transfer of variety rights of the target company
Within the performance commitment period, if the target company provides
