Securities code: Nanning Sugar Industry Co.Ltd(000911) securities abbreviation: Nanning Sugar Industry Co.Ltd(000911) Announcement No.: 2022014 Nanning Sugar Industry Co.Ltd(000911)
Suggestive announcement on planning major asset replacement 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. Special tips:
1. Nanning Sugar Industry Co.Ltd(000911) (hereinafter referred to as “the company” or ” Nanning Sugar Industry Co.Ltd(000911) “) intends to transfer 100% equity of its wholly-owned subsidiary Nanning Xiangshan Sugar Co., Ltd. (hereinafter referred to as “Xiangshan sugar company”), Replace 100% equity of Guangxi bosuan Food Co., Ltd. (hereinafter referred to as “bosuan company”) jointly held by Guangxi Rural Investment Group Co., Ltd. (hereinafter referred to as “agricultural investment group”) and its related party Nanning LvHua Investment Co., Ltd. (hereinafter referred to as “LvHua company”) (hereinafter referred to as “this reorganization” or “this transaction”).
2. This transaction constitutes a connected transaction. According to preliminary research and calculation, this transaction is expected to constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies.
3. This transaction is still in the planning stage, and the transaction plan still needs further demonstration, communication and negotiation, and necessary decision-making and approval procedures shall be performed in accordance with relevant laws, regulations and the articles of association. The company has not signed an intention agreement with the counterparty on this transaction.
4. There are still major uncertainties in matters related to this transaction. According to the relevant provisions of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 6 – suspension and resumption of trading, the trading of the company’s shares will not be suspended. The company will timely perform the obligation of information disclosure according to the progress of relevant matters. Please pay attention to investment risks.
1、 Overview of this transaction
The company plans to exchange assets with agricultural investment group and LvHua company. After preliminary planning, the assets to be placed in the company are 100% equity of Boxuan company, and the assets to be placed are 100% equity of Xiangshan sugar company. The way to make up the difference in replacement value shall be separately determined by all parties through negotiation, but it does not involve the issuance of shares by the company. The specific scope of assets and liabilities involved in this asset replacement needs to be further negotiated and determined by both parties.
The counterparty is the controlling shareholder of the company, agricultural investment group and its related party, LvHua company, and the actual controllers are the state owned assets supervision and Administration Commission of the people’s Government of Guangxi Zhuang Autonomous Region (hereinafter referred to as “SASAC”), so this transaction constitutes a related party transaction. According to preliminary research and calculation, this transaction is expected to constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies. After the completion of this transaction, the controlling shareholder and actual controller of the company have not changed.
The transaction price has not been determined yet. The specific replacement price will be determined based on the evaluation value of the assets to be placed and the assets to be placed filed by the state-owned assets supervision and administration department or other authorized units. The company will organize relevant intermediaries such as independent financial advisers, legal advisers, audit institutions and evaluation institutions to carry out due diligence as soon as possible, sign a formal agreement after completing the audit and evaluation of relevant assets, and submit it to the board of directors and the general meeting of shareholders for deliberation.
2、 Basic information of the subject matter related to the planning
(I) basic information of assets to be placed
Company name: Guangxi bosuan Food Co., Ltd
Company type: other limited liability companies
Unified social credit Code: 91451 Loctek Ergonomic Technology Corp(300729) 7862203
Legal representative: Wei Guizhou
Registered capital: 90 million yuan
Date of establishment: October 10, 2001
Company domicile: No. 41, Xianmi Road, Wuxuan Town, Wuxuan County, Guangxi
Business scope: production, sales, research and development of white granulated sugar, bagasse, sugarcane molasses and other by-products and related products; Entrusted processing and sales of bagasse pulp and edible alcohol; Purchase and sale of Sugarcane (including sugarcane species), plastic film, chemical fertilizer and pesticides (except restricted pesticides); Import and export trade of machine-made sugar products; Road freight transportation. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments.) Ownership structure: according to the industrial and commercial registration information, the agricultural investment group holds 30% of the equity of Boxuan company,
(II) basic information of the proposed assets
Company name: Nanning Xiangshan Sugar Co., Ltd
Company type: limited liability company (sole proprietorship of legal person invested or controlled by non natural person)
Unified social credit Code: 91450110maa7l4wk4h
Registered capital: 9 million yuan
Date of establishment: April 14, 2022
Registered capital: 9 million yuan
Company domicile: nine kilometers away from Wuma highway, Wuming District, Nanning, Guangxi Zhuang Autonomous Region
Business scope: food production; Food sales; Food processing and food production; Food additive production; Production of wine products; Crop seed management; Road cargo transportation (excluding dangerous goods). (for items that must be approved according to law, business activities can be carried out only after being approved by relevant departments. The specific business items shall be subject to the approval documents or licenses of relevant departments) general items: food sales (only pre packaged food); Lime and gypsum manufacturing; Lime and gypsum sales; Sales of food additives; Pulp manufacturing; Pulp sales; Sales of feed raw materials; Manufacturing of special equipment for agricultural and sideline food processing; General mechanical equipment installation services; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Sugar crop planting; Edible fungus planting; Seed production of non major crops; Mechanical equipment leasing; Agricultural machinery leasing; Land use right lease; Fertilizer sales; Fertilizer sales; Import and export of goods. (except for the items that must be approved according to law, the company shall independently carry out business activities according to law with its business license)
Ownership structure: the company holds 100% equity.
3、 Basic information of the counterparty
(I) Guangxi Rural Investment Group Co., Ltd
Company name: Guangxi Rural Investment Group Co., Ltd
Company type: limited liability company (solely state-owned)
Unified social credit Code: 91450000ma5kax79
Legal representative: Liao Yingcan
Registered capital: 7100 million yuan
Date of establishment: December 29, 2015
Company address: office building of Guangxi water conservancy and power industry base, No. 30, Xiangzhu Avenue, Qingxiu District, Nanning
Business scope: licensed items: food production; Food sales Shenzhen Agricultural Products Group Co.Ltd(000061) quality and safety inspection; Power generation business, transmission business and power supply (distribution) business; Gas operation; Production and supply of tap water; Construction project construction; Real estate development and operation (for projects that must be approved according to law, business activities can be carried out only with the approval of relevant departments, and the specific business projects shall be subject to the approval documents or licenses of relevant departments) general projects: enterprise headquarters management; Public utilities management services; Engaging in investment activities with its own funds; Paper products manufacturing; Sales of paper products; Manufacturing of medical packaging materials; Research and development of new material technology; Grain and oil storage services; Agricultural specialty and auxiliary activities; Supply chain management services; Municipal facilities management; Sewage treatment and recycling; Research and development of mechanical equipment; Agricultural machinery manufacturing; Agricultural machinery sales; Agricultural machinery services; Agricultural machinery leasing; Metal structure manufacturing; Metal structure sales; General equipment manufacturing (excluding special equipment manufacturing); Land improvement services; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Tourism development project planning consultation; Urban and rural appearance management; Urban greening management; Private equity investment fund management and venture capital fund management services (business activities can be carried out only after the registration and filing of China Securities Investment Fund Industry Association) (except for projects subject to approval according to law, business activities can be carried out independently according to law with business license)
(II) Nanning LvHua Investment Co., Ltd
Company name: Nanning LvHua Investment Co., Ltd
Company type: limited liability company (sole proprietorship of legal person invested or controlled by non natural person)
Unified social credit Code: 91450100ma5kdqn7xb
Legal representative: LAN Qingmin
Registered capital: 1750 million yuan
Date of establishment: August 26, 2016
Company domicile: office building, No. 10, Gucheng Road, Qingxiu District, Nanning
Business scope: investment in sugar industry and sugar making projects.
(for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments.)
4、 Risk tips
(I) this transaction is still in the planning stage, the specific transaction target assets, liability range, transaction price and other elements have not been finalized, the transaction parties have not signed any agreement, the transaction scheme still needs further demonstration, communication and negotiation, and the necessary decision-making and approval procedures need to be performed in accordance with the provisions of relevant laws, regulations and the articles of association.
(II) there are still major uncertainties in the matters related to this transaction. The company will timely perform the obligation of information disclosure according to the progress of relevant matters. Please pay attention to the investment risks.
It is hereby announced.
Nanning Sugar Industry Co.Ltd(000911) board of directors April 25, 2022
