Securities code: 002353 securities abbreviation: Yantai Jereh Oilfield Services Group Co.Ltd(002353) Announcement No.: 2022-005 Yantai Jereh Oilfield Services Group Co.Ltd(002353)
Announcement on the sale of equity of subsidiaries and related party transactions
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 related party transactions
In order to concentrate the company's advantageous resources, further focus on the dual main business strategy of "oil and gas industry" and "new energy industry" and improve the industry competitiveness, after careful consideration, Yantai Jereh Oilfield Services Group Co.Ltd(002353) (hereinafter referred to as "the company" or " Yantai Jereh Oilfield Services Group Co.Ltd(002353) ") intends to transfer 100% of the equity of Jerry Huachuang Technology Co., Ltd. (hereinafter referred to as "Huachuang technology") to orange cloud Internet Design Co., Ltd. (hereinafter referred to as "orange cloud"), and the equity transfer price is RMB 3.7 million. After the equity transfer, the company will no longer hold the equity of Huachuang technology, and Huachuang technology will no longer be included in the scope of the company's consolidated statements. The company and orange cloud are controlled by the same actual controller, and this transaction constitutes a connected transaction.
This matter was adopted at the 18th meeting of the 5th board of directors of the company on January 11, 2022 with 6 affirmative votes, 0 negative votes and 0 abstention votes. The related directors sun Weijie, Wang Kunxiao and Liu Zhenfeng avoided voting. The independent directors approved this matter in advance and expressed their agreed independent opinions. According to the Listing Rules of Shenzhen Stock Exchange and the articles of association, this connected transaction is within the approval authority of the board of directors of the company and does not need to be submitted to the general meeting of shareholders of the company for deliberation.
This transaction does not constitute a major asset reorganization specified in the administrative measures for major asset reorganization of listed companies.
2、 Basic information of related parties
1. Name of related party: orange cloud Internet Design Co., Ltd
2. Unified social credit Code: 91370613ma3byrwb57
3. Registered address: No. 113, Shanhai Road, Laishan District, Yantai City, Shandong Province
4. Date of establishment: November 9, 2015
5. Registered capital: RMB 131 million
6. Legal representative: Zhao Yingfang
7. Nature of enterprise: limited liability company (invested or controlled by natural person)
8. Business scope: R & D, design, production and sales of industrial products, R & D, production and sales of agricultural machinery, R & D, manufacturing, sales and engineering installation services of industrial automation equipment, graphic design and production, multimedia design and production, technical development, technical consultation, technical service and technology transfer in the field of cultural creativity and industrial design, enterprise management consultation Investment in manufacturing and business services with its own funds (without the approval of the financial regulatory department, it is not allowed to engage in financial businesses such as deposit absorption, financing guarantee and customer financing), cultural and artistic exchange planning, conference services, exhibition services, real estate development and operation, property management, equipment, self owned house leasing services, enterprise registration agency, computer system integration, Development and sales of computer software technology, import and export of goods and technologies (excluding the import and export of goods and Technologies Prohibited by the state or involving administrative examination and approval). (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
9. Main financial data: as of November 30, 2021, orange cloud has total assets of 85.5251 million yuan and net assets of 49.6547 million yuan. From January to November 2021, it has accumulated operating revenue of 5.8925 million yuan and net profit of -19.5418 million yuan (Unaudited). 10. Orange cloud is an enterprise controlled by the actual controller of the company. According to the stock listing rules of Shenzhen Stock Exchange, orange cloud is an affiliated legal person of the company.
11. At present, orange cloud exists according to law, has normal production and operation, and has good performance ability. According to the national enterprise credit information publicity system（ http://www.gsxt.gov.cn./index.html ）According to the query result, the orange cloud does not belong to the dishonest executee.
3、 Basic information of related party transactions
1. Name of transaction object: jieruihuachuang Technology Co., Ltd
2. Unified social credit Code: 91370613ma3ddfmu1w
3. Registered address: 689, zone a, huameiju business center, Xinhu Road, district 82, Haiyu community, Xin'an street, Bao'an District, Shenzhen
4. Date of establishment: March 27, 2017
5. Registered capital: RMB 50 million
6. Legal representative: Li Shiqi
7. Enterprise type: limited liability company (sole proprietorship of legal person)
8. Business scope: general business items are: Sales of new energy prime mover equipment; Research and development of emerging energy technologies; Sales of industrial automatic control system devices; Auto parts retail; Wholesale of computer software, hardware and auxiliary equipment; New material technology promotion services; AI hardware sales; Development of artificial intelligence application software; Research and development of intelligent Siasun Robot&Automation Co.Ltd(300024) ; Intelligent Siasun Robot&Automation Co.Ltd(300024) sales; Retail of computer software, hardware and auxiliary equipment; Sales of spray guns and similar appliances; Sales of disinfectants (excluding hazardous chemicals); Installation and maintenance of machinery specialized in agriculture, forestry, animal husbandry, sideline and fishery; Sales of agricultural machinery; Sales of daily sundries; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion (except for projects that need to be approved according to law, carry out business activities independently according to law with the business license); Sales of household appliances; Sales of mechanical and electrical equipment; Sales of smart home consumer equipment; Research and development of household appliances; Import and export of goods; Technology import and export. (except for the items subject to approval according to law, the business activities shall be carried out independently according to law with the business license) the licensed business items are: Industrial Siasun Robot&Automation Co.Ltd(300024) manufacturing; Offshore engineering equipment manufacturing; Manufacturing of machinery specialized in agriculture, forestry, animal husbandry, sideline and fishery; Manufacturing of special equipment for semiconductor devices; Manufacturing of computer software, hardware and peripheral equipment; Manufacture of spray guns and similar appliances; Except for daily use items, business activities can be carried out only after being approved by relevant departments. The specific business items shall be subject to the approval results).
9. Shareholders and equity: the company holds 100% equity of Huachuang technology. Since its establishment, Huachuang technology has not undergone any equity change. There is no mortgage, pledge or other third-party rights in the equity of Huachuang technology, no major disputes, litigation or arbitration involving the equity to be transferred, and no judicial measures such as seizure and freezing.
10. According to the national enterprise credit information publicity system（ http://www.gsxt.gov.cn./index.html ）According to the query results, Huachuang technology does not belong to the dishonest executee.
11. Main financial indicators
Unit: RMB 10000
Project 2020 (audited) 2021 (Unaudited)
Total assets 859.21 602.28
Total liabilities 321.57 248.16
Accounts receivable 764.82 232.87
Net assets 537.65 354.12
Operating income 800.63 1216.52
Operating profit 118.22 -821.72
Net profit 117.31 -833.53
Net cash flow from operating activities 76.86 -506.25
12. The company does not provide guarantee, financial assistance, entrust Huachuang technology to manage financial affairs, or other situations in which Huachuang technology occupies the company's funds; Huachuang technology also does not provide guarantee or financial assistance for others.
4、 Pricing basis of related party transactions
The company hired Shandong Zhengyuan Hexin Asset Appraisal Co., Ltd., which is qualified for securities and futures related business, to evaluate the value of all shareholders' equity of Huachuang technology and issued the asset appraisal report on the market value of all shareholders' equity of jieruihuachuang Technology Co., Ltd. involved in the proposed equity transfer (luzhengxin pingbao Zi (2021) No. z151), The benchmark date is October 31, 2021. In accordance with relevant laws, regulations, asset appraisal standards and asset appraisal principles, the actual situation of the appraisal object, relevant market transaction materials and current market price standards, and with reference to the historical cost records of the assets, and on the premise of the continuous operation of the enterprise, the continuous use of the assets and the open market, the appraisal is carried out with the asset-based method. The final appraisal conclusion of the market value of all shareholders' equity of Huachuang technology on the benchmark date of October 31, 2021 is: the book value is -1277900 yuan, the appraisal value is 190800 yuan, and the appraisal appreciation is 1468800 yuan.
In view of the changes in the financial situation of Huachuang technology and the assets to be traded compared with the benchmark date, after friendly negotiation between the two parties, based on the results of the above evaluation report and in combination with the actual financial situation of Huachuang technology as of December 31, 2021, the price for the company to transfer the equity of Huachuang technology is finally determined to be RMB 3.7 million.
5、 Main contents of related party transaction contract
The company signed the equity transfer contract with orange cloud and Huachuang technology on January 11, 2022. The main contents are as follows: 1 Transferor (Party A): Yantai Jereh Oilfield Services Group Co.Ltd(002353)
2. Transferee (Party B): orange cloud Internet Design Co., Ltd
3. Transaction object (Party C): Jerry Huachuang Technology Co., Ltd
4. Transaction amount: 3.7 million yuan
5. Payment method: within 7 days after signing the contract, Party B shall pay Party A the equity transfer amount of RMB 1 million by telegraphic transfer; Within 7 days after Party A and Party B complete the industrial and commercial change registration procedures for equity delivery, Party B shall pay Party A the equity transfer amount of RMB 2.7 million by telegraphic transfer.
6. Equity delivery: within 7 days after Party B pays the down payment for the above equity transfer, Party A and Party B shall jointly complete the registration of equity transfer change.
7. Liability for breach of contract: Party B shall pay the contract price of Party A's equity transfer on time according to the contract, otherwise, Party B shall pay liquidated damages to Party A at one thousandth of the overdue amount for each overdue day.
8. Transitional arrangements
From the signing date of this contract to the actual taking over date, Party A guarantees that the target company:
(1) Conduct business only within the normal scope and in a manner consistent with previous practice, and the target company shall conduct business in a manner consistent with laws, regulations, regulations and orders;
(2) In addition to normal sales and business activities, Party B shall not acquire any assets, dispose of or sell any assets, transfer or dispose of any rights and assume any obligations without the consent of Party B.
9. Effectiveness of the contract: all parties to the contract have obtained sufficient authorization, and the contract will come into force after signing.
6、 Other arrangements involving connected transactions
This transaction does not involve other arrangements such as personnel resettlement, land lease and debt restructuring. The proceeds will be used for the company's daily production and operation. This transaction does not have other arrangements such as the change plan of senior personnel of the listed company.
Huachuang technology is mainly engaged in the R & D, production and sales of killing equipment, beauty products and household cleaning equipment. Different from the company's main business, there is no horizontal competition with the company after equity transfer.
7、 Purpose of the transaction and its impact on the company
The company transferred the equity of Huachuang technology in order to concentrate the company's advantageous resources, further focus on the dual main business strategy of "oil and gas industry" and "new energy industry" and improve the industry competitiveness. This transaction will not have a significant impact on the company's operation. This transaction will not affect the normal production and operation activities of the company and will not damage the legitimate interests of the company and all shareholders. After the equity transfer, the company will no longer hold the equity of Huachuang technology, and Huachuang technology will no longer be included in the scope of the company's consolidated statements.
8、 Accumulated various related party transactions with the related party
In 2021, the total amount of various related party transactions between the company and enterprises controlled by the same actual controller, including orange cloud, was 6.3233 million yuan (the data was Unaudited).
9、 Prior recognition and independent opinions of independent directors
The independent directors gave prior approval to the above-mentioned daily related party transactions and made independent opinions after careful review as follows: we believe that the company's related party transactions are based on fair and reasonable pricing policies, The price of related party transactions is determined by referring to the asset appraisal report on the market value of all shareholders' equity of Jerry Huachuang Technology Co., Ltd. Yantai Jereh Oilfield Services Group Co.Ltd(002353) involved in the proposed equity transfer (luzhengxin pingbao Zi (2021) No. z151) issued by Shandong Zhengyuan Hexin Asset Appraisal Co., Ltd. on October 31, 2021 and the actual financial situation of Huachuang technology as of December 31, 2021, There is no situation that damages the interests of the company and all shareholders, especially minority shareholders; The transaction follows the principles of voluntariness, equality and fairness, and the relevant approval procedures comply with the provisions of relevant laws, regulations, normative documents and the articles of association. Therefore, we agree to the sale of equity of subsidiaries and related party transactions.
10、 Opinions of the board of supervisors
This transaction is conducive to the company's further focusing on its main business, optimizing its industrial structure, and is in line with the company's long-term development strategy. The deliberation and voting procedures of this related party transaction are legal and effective, follow the principles of objective, fair and fair transaction, and do not harm the company and all shareholders
