600306: Shenyang Commercial City Co.Ltd(600306) announcement on signing the letter of intent for asset sale securities code: 600306 securities abbreviation: Shenyang Commercial City Co.Ltd(600306) Announcement No.: 2022-006 Shenyang Commercial City Co.Ltd(600306)
Announcement on signing the letter of intent for asset sale
The company and all members of the board of directors guarantee that the contents of this announcement are true, accurate and complete, and are jointly and severally liable for false records, misleading statements or major omissions in this announcement.
Important content tips:
Shenyang Commercial City Co.Ltd(600306) (hereinafter referred to as “company” or “party a”) plans to sell 100% equity of its wholly-owned subsidiary Shenyang Commercial City Department Store Co., Ltd. (hereinafter referred to as “commercial city department store”), and the company’s shareholder zhongzhao Investment Management Co., Ltd. (hereinafter referred to as “zhongzhao investment” or “Party B”) intends to acquire it through cash debt commitment.
Because the counterparty zhongzhao investment is the second largest shareholder of the company, accounting for 18.63%, this transaction constitutes a related party transaction. According to preliminary calculation, this transaction may constitute a major asset reorganization as stipulated in the measures for the administration of major asset reorganization of listed companies. This transaction does not involve the issuance of shares by the listed company and will not lead to the change of control of the listed company. According to the letter of intent, the company will actively promote the implementation of relevant transactions and disclose the reorganization plan or reorganization report prepared in accordance with the standards for the contents and forms of information disclosure by companies offering securities to the public No. 26 – major asset reorganization of listed companies and approved by the board of directors as soon as possible. In accordance with the relevant provisions of Shanghai Stock Exchange, the company will appoint relevant intermediaries such as independent financial advisers, legal advisers, audit institutions and evaluation institutions to carry out various work such as financial advisers, legal, audit and evaluation, and perform the obligation of information disclosure as required.
The letter of intent for asset sale signed this time is only an intentional agreement, which aims to express the preliminary cooperation intention and negotiation results of all parties. The specific transaction scheme and terms are subject to the formal agreement signed by all parties.
The transaction is still in the preliminary planning stage, and the specific scheme of the transaction needs further negotiation and demonstration by both parties, and necessary decision-making and approval procedures shall be performed in accordance with relevant laws, regulations and the articles of association.
There are still major uncertainties in this transaction. Please invest rationally, carefully read the risk tips disclosed in this announcement and pay attention to investment risks.
1、 Overview of related party transactions
In order to further reduce the delisting risk in the future, the company plans to sell 100% equity of its wholly-owned subsidiary commercial city department store. After preliminary communication, the company’s shareholder zhongzhao investment intends to buy the above assets. In order to promote the implementation of relevant matters, the company has signed a letter of intent with the other party.
Because the counterparty zhongzhao investment is the second largest shareholder of the company and holds 18.63% of the company’s shares, this transaction constitutes a related party transaction.
According to preliminary calculation, this transaction may constitute a major asset reorganization as stipulated in the measures for the administration of major asset reorganization of listed companies. This transaction does not involve the issuance of shares by the listed company and will not lead to the change of control of the listed company. According to the letter of intent, the company will actively promote the implementation of relevant transactions and disclose the reorganization plan or reorganization report prepared in accordance with the standards for the contents and forms of information disclosure by companies offering securities to the public No. 26 – major asset reorganization of listed companies and approved by the board of directors as soon as possible.
On January 11, 2022, the company held the 7th Meeting of the 8th board of directors. At the meeting, the proposal on signing the letter of intent for asset sale was considered and adopted with 5 affirmative votes, 0 negative votes and 0 abstention. The related directors Chen kuaizhu, Zhong Pengyi, Wang Bin and LV Xiaoqing avoided voting.
2、 Basic information of related parties
1. Introduction to association relationship
The counterparty zhongzhao investment is the second largest shareholder of the company, holding 18.63% of the company’s shares.
2. Basic information of related parties
Name of related party: zhongzhao Investment Management Co., Ltd
Legal representative: Zhang Jing
Main business scope: general business items: investment in industries (excluding projects restricted and prohibited by the catalogue of foreign-invested industries); Economic information consultation; Asset management; Technical development of computer software; Enterprise management consulting; Enterprise marketing planning; Textiles, clothing and daily necessities, stationery, sporting goods, jewelry, handicrafts (except ivory and its products), hardware products, mechanical equipment, household appliances, furniture, photographic equipment, automobile decoration products, chemical products (excluding dangerous chemicals and precursor chemicals), computers and software, computer auxiliary equipment, electronic products, communication exchange equipment Sales of communication terminal equipment; Own property lease; Shoe repair service; Operate import and export business (except for projects prohibited by laws, administrative regulations and decisions of the State Council and requiring approval before registration). (if the operation of an enterprise involves pre administrative license, it can be operated only after obtaining the pre administrative license document.) Licensed business items: retail of cigarettes; Sales of prepackaged food, bulk food and health food; Sales and leasing of audio-visual products (limited to branches).
Registered capital: 50 million yuan
Registered address: 39 / F, world financial center, No. 4003, Shennan Road, Luohu District, Shenzhen
Main financial data of the latest year:
(unit: 10000 yuan)
December 31, 2020 June 30, 2021
(audited) (Unaudited)
Total assets 1486433.34 1410455.38
Net assets 262051.47 257424.81
From January 1, 2021 to June 30, 2021 (audited) in 2020 (Unaudited)
Operating income 140241.98 64112.61
Net profit -31476.19 -3009.98
3、 Basic information of transaction object
Name: Shenyang Commercial City Department Store Co., Ltd
Nature of enterprise: limited liability company (sole proprietorship of legal person invested or controlled by non natural person)
Registered address: No. 212, Zhongjie Road, Shenhe District, Shenyang
Legal representative: Chen kuazhu
Registered capital: 870384772 yuan
Business scope: clothing, shoes and hats, leather, knitwear and textiles, cosmetics, luggage and leather goods, watches and glasses, gold and silver jewelry and accessories, household goods, hardware and electrical materials, household appliances, electronic products, toys, furniture, flowers, office supplies, daily necessities, sporting goods, sports equipment, arts and crafts (excluding ivory and its products, excluding cultural relics), pet food supplies Wholesale and retail of primary Shenzhen Agricultural Products Group Co.Ltd(000061) , aquatic products, ice skating rink management services, self support and agency of import and export of various commodities and technologies, except for commodities and technologies that are limited or prohibited by the state, house and venue leasing, warehousing services (excluding dangerous chemicals), exhibition and conference services, enterprise management consulting, enterprise marketing planning services Business information consulting, designing, producing, acting and publishing all kinds of advertisements at home and abroad.
(for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments.)
Main financial data of the latest year and another period (Unaudited):
(unit: 10000 yuan)
December 31, 2020 September 30, 2021
Total assets 112633.93 127160.09
Net assets 77780.38 81514.86
From January 1, 2021 to September 30, 2021 in 2020
Operating income 3951.02 4714.66
Net profit -3208.99 -278.36
Note: in 2020, with the approval of the 22nd Meeting of the seventh board of directors and the second extraordinary general meeting of shareholders in 2020, the commercial city transferred some assets and liabilities owned by the parent company, including middle street stores, to the commercial city department store. The assets and businesses corresponding to the middle street stores in the commercial city are reflected in the financial statements of the parent company before the completion of asset transfer, and in the financial statements of department stores in the commercial city after the completion of asset transfer. The operating revenue and net profit data of mall department stores in 2020 in the above table do not include the revenue and profit reflected in the parent company’s statements before the transfer is completed.
4、 Content of letter of intent
“Party A (seller): Shenyang Commercial City Co.Ltd(600306)
Address: No. 212, Zhongjie Road, Shenhe District, Shenyang
Legal representative: Chen kuazhu
Unified credit Code: 912101007157228599
Party B (purchaser): zhongzhao Investment Management Co., Ltd
Address: 39 / F, world financial center, No. 4003, Shennan Road, Luohu District, Shenzhen
Legal representative: Zhang Jing
Unified credit Code: 91440300279394149b
Whereas:
1. Party A is a legally established and validly existing company limited by shares in China. In December 2000, party a publicly issued RMB ordinary shares to the public and was listed and traded on Shanghai Stock Exchange (securities code: 600306, securities abbreviation: * ST mall).
2. Due to the demand of asset restructuring, Party A intends to sell 100% equity of its subsidiary Shenyang Commercial City Department Store Co., Ltd. (hereinafter referred to as the “target company”) (hereinafter referred to as “this transaction”), and Party B intends to purchase the above assets.
Based on the principles of equality, voluntariness, fairness and good faith, in accordance with the relevant provisions of the company law of the people’s Republic of China, the civil code of the people’s Republic of China, the measures for the administration of major asset restructuring of listed companies and other laws and regulations, after full negotiation, both parties have reached the terms of the letter of intent on this transaction:
Article 1: the underlying assets of the intended transaction
1.1 the subject assets to be sold by Party A to Party B in this transaction are 100% equity of the subject company held by Party A.
1.2 the target company is a wholly-owned subsidiary of Party A, established on May 22, 2007, with a unified social credit code of 91210100662503301x and a registered capital of 870384772 yuan. Its business scope includes clothing, shoes and hats, leather, knitwear and textiles, cosmetics, luggage and leather goods, clock and watch goggles, gold and silver jewelry and accessories, household goods, hardware and electrical materials, household appliances, electronic products Toys, furniture, flowers, office supplies, daily necessities, sporting goods, sports equipment, arts and crafts (excluding ivory and its products and cultural relics), pet food supplies, primary Shenzhen Agricultural Products Group Co.Ltd(000061) , wholesale and retail of aquatic products, skating rink management services, self-supporting and acting as import and export agents of various commodities and technologies, Except for the commodities and technologies restricted or prohibited from import and export by the state, such as house and venue leasing, warehousing services (excluding dangerous chemicals), exhibition and conference services, enterprise management consulting, enterprise marketing planning services, business information consulting, design, production, agency and release of various advertisements at home and abroad. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments.) Article 2: consideration of this transaction
2.1 the consideration of this transaction is based on the evaluation value of 100% equity of the target company issued by an asset evaluation institution with securities practice qualification, which is otherwise determined through negotiation, and Party B shall purchase it through cash debt commitment.
Article 3: premise of this transaction
3.1 Party A and Party B shall perform necessary review and disclosure procedures in accordance with relevant laws and regulations.
Article 4: scheme of this transaction
The specific transaction scheme of this transaction shall be determined in the formal asset sale agreement after negotiation between both parties and relevant creditors.
Article 5: confidentiality
Both parties shall take strict confidentiality measures for the trade secrets and other documents of relevant parties known to each other due to this transaction; Except for performing the legal obligation of information disclosure and cooperating with the investigation of the intermediary engaged in this transaction who has made confidentiality commitments, neither party to this Agreement shall disclose it to any other party without the permission of the other party.
Article 6: entry into force and others
6.1 this letter of intent is signed by both parties
