Securities code: Yonker Environmental Protection Co.Ltd(300187) securities abbreviation: Yonker Environmental Protection Co.Ltd(300187) Announcement No.: 2022029 Yonker Environmental Protection Co.Ltd(300187)
Announcement on the acquisition of minority shareholders’ equity and related party transactions of holding 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.
Special tips:
1. This transaction constitutes a connected transaction, but does not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies.
2. This connected transaction has been deliberated and approved at the 15th meeting of the 5th board of directors of Yonker Environmental Protection Co.Ltd(300187) (hereinafter referred to as “the company” or ” Yonker Environmental Protection Co.Ltd(300187) “), and the procedures for withdrawal of voting by connected directors have been performed. The matter needs to be submitted to the general meeting of shareholders of the company for deliberation, and the related shareholders need to avoid voting.
3. After the completion of this transaction, the company holds 100% equity of Jiangsu yongzhiqing solid waste disposal Co., Ltd. (hereinafter referred to as “Jiangsu yongzhiqing”), and Jiangsu yongzhiqing has become a wholly-owned subsidiary of the company.
4. This transaction has the risk of approval and the decline of business performance caused by macroeconomic fluctuations. For details, please refer to “X. risk tips of this transaction” in this announcement. Please pay attention to the investment risk.
1、 Overview of related party transactions
In order to further develop the company’s hazardous waste disposal business, improve the company’s sustainable operation ability, increase the control and decision-making efficiency of subsidiaries, realize the agglomeration of main business assets and improve the company’s overall profitability, the company plans to acquire 30% equity of Jiangsu yongzhiqing held by Hunan Yongqing environmental technology industry group Co., Ltd. (hereinafter referred to as “Yongqing group”) in cash. After evaluation, the evaluation value of 30% equity of Jiangsu yongzhiqing is 284864 million yuan, and the transaction price determined by both parties through negotiation is 255 million yuan. The cash acquisition is funded by the company’s own and self raised funds.
As Yongqing group is the controlling shareholder of the company, according to the Listing Rules of gem shares of Shenzhen Stock Exchange (hereinafter referred to as the “Listing Rules”), this acquisition constitutes a connected transaction, but does not constitute a major asset reorganization specified in the administrative measures for major asset reorganization of listed companies, and does not need to be approved by relevant departments.
The company has held the 15th meeting of the 5th board of directors on April 21, 2022, deliberated and adopted the proposal on the acquisition of minority shareholders’ equity and related party transactions of holding subsidiaries, and has fulfilled the withdrawal opinions of related directors. The shareholders’ meeting (hereinafter referred to as the “articles of association”) shall be submitted to the relevant shareholders’ meeting for deliberation (hereinafter referred to as the “articles of association”). 2、 Basic information of the counterparty
(I) basic information of related parties
Enterprise name: Hunan Yongqing Environmental Technology Industry Group Co., Ltd
Unified social credit Code: 9143018161679999xl
Type of investment: natural holding company or limited liability company
Address: No. 6, Lansi 1st Road, Liuyang economic and Technological Development Zone
Date of establishment: December 9, 2004
Legal representative: Liu Zhengjun
Registered capital: 600 million yuan
Business scope: environmental protection technology promotion services; Design and development of environmental protection equipment; Environmental and ecological monitoring; Research and development of environmental protection materials; Research, development and management of biological ecological water and soil environment; Sales of environmental protection equipment and materials; Project investment, equity investment and investment consultation (excluding finance, securities and futures) (it is not allowed to engage in national financial supervision and financial credit business such as deposit absorption, fund-raising and collection, entrusted loan, issuance of bills and loans). (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Actual controller: Liu Zhengjun
Shareholder Information:
No. shareholder name contribution amount (10000 yuan) contribution proportion
1 Liu Zhengjun 3060051%
2 Chen Huihui 2940049%
Total 6 Shenzhen Ecobeauty Co.Ltd(000010) 0%
Main financial data of Yongqing group:
The operating income of Yongqing group in 2021 was 2052166400 yuan, the net profit was 195298100 yuan and the net assets were 2274530800 yuan. The above data have not been audited.
(II) main business
Founded in 1998, Yongqing group is a comprehensive eco-environmental service group in the whole industrial chain of environmental protection. It has many professional subsidiaries, such as Yonker Environmental Protection Co.Ltd(300187) , Shenzhen Yongqing water Co., Ltd., Hunan Yongqing Machinery Manufacturing Co., Ltd., Hunan Yonker Environmental Protection Co.Ltd(300187) Research Institute Co., Ltd.
(III) relationship with the company
Yongqing group is the controlling shareholder of the company. According to the listing rules, Yongqing group is a related party of the company.
(IV) Yongqing group is not the person subject to execution for breach of faith.
3、 Basic information of related party transactions
(I) basic information
Company name: Jiangsu yongzhiqing solid waste disposal Co., Ltd
Unified social credit Code: 913205817933020590
Enterprise type: limited liability company
Address: No. 102, Changchun Road, Changshu Economic Development Zone, Jiangsu Province
Date of establishment: September 15, 2006
Legal representative: Guo Gaofeng
Registered capital: 60 million yuan
Business scope: incineration of industrial solid waste; General waste recycling and comprehensive utilization. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments) general projects: enterprise management consulting; Sales of special equipment for environmental protection; Environmental protection consulting services; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Sales of special chemical products (excluding hazardous chemicals) (except for projects subject to approval according to law, carry out business activities independently according to law with business license)
Main financial data:
Unit: 10000 yuan
Project December 31, 2021 / March 31, 2022/
January March 2022, 2021
Total assets 33456273239498
Net assets 2445769250408
Operating income 1568622256576
Operating profit 692473 735.02
Net profit 542275 583.11
Net cash flow from operating activities: 338806 -234558
Note: the financial data of 2021 has been audited, and the financial data of January March 2022 has not been audited.
(II) the equity structure before the completion of this transaction is as follows:
Shareholder equity ratio
Yonker Environmental Protection Co.Ltd(300187) 70%
Hunan Yongqing Environmental Technology Industry Group Co., Ltd. 30%
Total 100%
After the completion of this transaction, the equity structure is as follows:
Shareholder equity ratio
Yonker Environmental Protection Co.Ltd(300187) 100%
Total 100%
(III) relationship with the company
Jiangsu yongzhiqing is a holding subsidiary of the company. After the equity transfer, the company will hold 100% equity of Jiangsu yongzhiqing, and Jiangsu yongzhiqing will become a wholly-owned subsidiary of the company.
(IV) other instructions
1. The subject matter of this transaction is the 30% equity of Jiangsu yongzhiqing held by Yongqing group. The ownership of the equity of the above transaction subject matter is clear, there is no equity pledge or other third-party rights and any other restrictions on transfer, no major disputes, litigation or arbitration matters related to assets, no judicial measures such as seizure and freezing, no other circumstances that hinder the transfer of ownership, and no dishonest Executees.
2. This transaction does not involve capital planning, personnel resettlement, land leasing and other arrangements.
(V) audit of transaction object
The financial data of Jiangsu yongzhiqing in 2021 have been audited by Tianzhi International Certified Public Accountants (special general partnership) with securities and futures business qualification, and issued the audit report with unqualified opinion according to the standard of “Tianzhi Zi [2022] No. 23892”.
(VI) evaluation of transaction object
The company employs Walker (Beijing) International Assets Appraisal Co., Ltd. with securities and futures qualification, and takes December 31, 2021 as the benchmark date, Evaluate the underlying assets of this transaction and issue the asset appraisal report on the value of all shareholders’ equity of Jiangsu yongzhiqing solid waste disposal Co., Ltd. involved in the project of Yonker Environmental Protection Co.Ltd(300187) proposed acquisition of 30% equity of Jiangsu yongzhiqing solid waste disposal Co., Ltd. (Walker international appraisal report Zi (2022) No. 0541) (hereinafter referred to as the “appraisal report”). The final appraisal conclusion of this appraisal is the appraisal result of income method: under the premise of continuous operation, the value of all shareholders’ equity of Jiangsu yongzhiqing is 949354700 yuan.
Analysis of evaluation results and final evaluation conclusion:
1. Evaluation methods and results
The appraisal result obtained by the income method is 949354700 yuan, and the appraisal result obtained by the asset-based method is 303859300 yuan.
2. Selection of final evaluation conclusion
Jiangsu yongzhiqing’s industry is a hazardous waste disposal industry. At present, the enterprise has a good profit situation and has a strong competitive advantage in the region. The appraisal result of income method includes not only the tangible asset value of the appraised unit, but also the intangible asset value of the appraised unit, which can more reasonably reflect the value of the enterprise on the benchmark date. By comprehensively analyzing the two evaluation methods, evaluation results and evaluation purposes, the evaluation results of income method can objectively reflect the market value of all shareholders’ rights and interests of the appraised unit on the benchmark date.
To sum up, according to the above appraisal work, the appraisal conclusion of the income method has good reliability and persuasion, and can more completely and correctly reflect the market value of all shareholders’ rights and interests contained in the company. Therefore, the preliminary appraisal conclusion of the income method is taken as the final appraisal conclusion. That is, as of the benchmark date December 31, 2021, the book value of the owner’s equity of Jiangsu yongzhiqing included in the appraisal scope is 244576900 yuan. On the premise of maintaining the existing purpose of continuous operation, the appraisal value of all shareholders’ equity is 949354700 yuan, the appreciation amount is 704777800 yuan, and the appreciation rate is 288.16%.
4、 Pricing policy and basis of transaction
According to the appraisal report, the appraisal value of the 30% equity of Jiangsu yongzhiqing, the subject asset of this transaction, is 284864 million yuan. According to the equity transfer agreement and through friendly negotiation between the two parties, the transaction price for the purchase of 30% equity of Jiangsu yongzhiqing is 255 million yuan.
The transaction price is based on the evaluation value of an independent third-party asset evaluation institution qualified to engage in Securities and futures business, and determined by both parties through negotiation. The pricing is fair and reasonable, and there is no situation that damages the interests of the company and shareholders, especially small and medium-sized shareholders.
5、 Main contents of equity transfer agreement
Transferee / Party A: Yonker Environmental Protection Co.Ltd(300187)
Transferor / Party B: Hunan Yongqing Environmental Technology Industry Group Co., Ltd
Target company: Jiangsu yongzhiqing solid waste disposal Co., Ltd
(I) this transaction scheme
Both parties agree that the transferee will accept the 30% equity of the target company held by the transferor in cash.
(II) underlying equity and pricing
According to the appraisal report officially issued by the appraisal institution recognized by both parties, as of the benchmark date, the total equity value of the shareholders of the target company (including but not limited to share capital, capital reserve, undistributed profits, etc., except otherwise agreed in this Agreement) is 949354700 yuan. After negotiation, both parties agreed to take 850 million yuan as the 100% equity price of the target company, and determine the equity transaction price of the subject matter of this transaction as 255 million yuan.
(III) payment time and conditions of equity transfer
Payment of the first phase of transaction funds: within 20 working days after the signing of the agreement, Party A shall pay Party B the first equity transfer, i.e. 50 million yuan.
Payment for the second phase of transaction: 10 months after the completion of equity delivery
