Stock Code: Zhe Jiang Dong Ri Limited Company(600113) stock abbreviation: Zhe Jiang Dong Ri Limited Company(600113) Announcement No.: 2022020 Zhe Jiang Dong Ri Limited Company(600113)
About the intention to sign the acquisition agreement between Zhe Jiang Dong Ri Limited Company(600113) and Wenzhou Modern Service Industry Development Group Co., Ltd
And related party transactions
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and are jointly and severally liable for false records, misleading statements or major omissions in the announcement.
Important content tips:
● the acquisition intention agreement between Zhe Jiang Dong Ri Limited Company(600113) and Wenzhou Modern Service Industry Development Group Co., Ltd. (hereinafter referred to as "acquisition intention agreement" and "this Agreement") signed this time is only an intention agreement, which aims to express the preliminary cooperation intention and negotiation results of both parties. The specific transaction scheme and transaction terms are subject to the formal agreement finally signed by both parties.
● there is still great uncertainty in the matters related to this transaction. The company will timely perform the obligation of information disclosure in stages according to the progress of relevant matters. The company urges investors to carefully read the risk tips disclosed in this announcement and pay attention to investment risks.
● after preliminary calculation, this transaction does not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies
1、 Summary of transaction intention
In order to further integrate the operation and management of the wholesale market in Wenzhou, and expand the business content of Zhe Jiang Dong Ri Limited Company(600113) (hereinafter referred to as " Zhe Jiang Dong Ri Limited Company(600113) " and "the company") by integrating the upstream supply chain and supporting cold chain logistics, warehousing business resources and assets of the wholesale trading market of agricultural and sideline products, and give full play to Zhe Jiang Dong Ri Limited Company(600113) 's operation and management experience in the wholesale market of agricultural and sideline products, The company plans to sign the acquisition intention agreement with Wenzhou Modern Service Industry Development Group Co., Ltd. (hereinafter referred to as "modern group"), and both parties reach a preliminary willingness to cooperate, Zhe Jiang Dong Ri Limited Company(600113) plans to acquire the subject assets and existing businesses of modern group in cash.
After the signing of this agreement, Zhe Jiang Dong Ri Limited Company(600113) will entrust professional institutions or send professionals to conduct financial, legal, commercial and technical due diligence on the subject assets. Both parties agree that subject to the results of due diligence, audit and evaluation, the purchase price of the target company / target assets under this Agreement shall be separately negotiated and determined by both parties on the basis of the results of due diligence, audit and evaluation, and the purchase price and its payment method shall comply with the relevant provisions of the supervision and administration of state-owned assets.
The acquisition intention agreement signed this time is only an intention agreement, which aims to express the preliminary cooperation intention and negotiation results of both parties. The specific transaction scheme and transaction terms shall be subject to the formal agreement finally signed by both parties. After preliminary calculation, this transaction does not constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies.
Since Wenzhou Modern Service Industry Development Group Co., Ltd. is the indirect controlling shareholder of the company, in accordance with the Shanghai Stock Exchange Stock Listing Rules and the provisions of relevant laws and regulations on connected transactions, when the two sides reach a formal transaction agreement, it will constitute connected transactions. At that time, the company will submit it to the board of directors or the general meeting of shareholders for deliberation in accordance with relevant laws, regulations and the articles of association.
2、 Introduction to interested parties
(I) introduction to relationship
The intended counterparty of this transaction is Wenzhou Modern Service Industry Development Group Co., Ltd., the indirect controlling shareholder of the company. As of the date of this announcement, modern group holds Zhe Jiang Dong Ri Limited Company(600113) 49.29% equity through its wholly-owned subsidiary Wenzhou Orient Group Incorporation(600811) Co., Ltd. according to the relevant provisions of the stock listing rules of Shanghai Stock Exchange, modern group is an affiliated legal person of the company, and the formal transaction agreement will constitute a connected transaction.
(II) basic information of related parties
1. Enterprise Name: Wenzhou Modern Service Industry Development Group Co., Ltd
2. Unified social credit Code: 91330 Wuhan Raycus Fiber Laser Technologies Co.Ltd(300747) 029418p
3. Type: limited liability company (state-owned holding)
4. Legal representative: Yang Zuojun
5. Registered capital: 500 million yuan
6. Date of establishment: February 14, 2003
7. Address: floors 1, 2, 3, 19 and 20, zhanyin building, Oujiang Road, Binjiang street, Lucheng District, Wenzhou City, Zhejiang Province
8. Business scope: investment and management of Commerce and trade, hotel industry, catering industry, information service industry, leasing industry, entertainment industry, tourism, culture and education industry, consulting service industry, exhibition service industry, advertising service industry, auction industry and industry; estate management; State owned assets authorized for operation and management; Provide public welfare services. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
9. Shareholders: the state owned assets supervision and Administration Commission of Wenzhou Municipal People's government holds 90% of the equity of Hyundai Group, and Zhejiang Financial Development Co., Ltd. holds 10% of the equity of Hyundai Group.
10. Hyundai Group and the company maintain independence in terms of property rights, business, assets, creditor's rights and debts, personnel, etc.
11. The main financial data of Hyundai Group in the latest year and the first period are as follows:
Unit: 100 million yuan
Subject: December 31, 2021 (audited) March 31, 2022 (Unaudited)
Total assets 245.30 275.99
Net assets 108.89 109.37
Subject year 2021 January March 2022
Operating income 67.28 21.56
Net profit 0.68 0.11
3、 Basic information of the intended transaction object
The target to be acquired this time is: after the target assets (the state-owned land use right corresponding to the north area of modern cold chain logistics project, Sinian auto parts market and the real property rights such as houses and buildings on it, supporting fixed assets, other operating assets and existing businesses, and the state-owned land use right and the houses, buildings and structures on it held by caibasket group in wailong village, Shangshu Township, Lucheng District) are uniformly placed in the target company, 100% equity of the corresponding target company (hereinafter referred to as "the target company").
The main information of the above subject assets is as follows:
Houses and structures, etc
Land area (flat)
The area of the subject property to be acquired is about square meters (net book value (10000 yuan) square meters)
(m)
North area of modern cold chain logistics project 11110018193752387574276
Corresponding countries of Sinian Auto Parts Market
Land use right and its upper house 12223661176329235521
Real estate property rights such as houses and buildings in wailong village, Shangshu Township, Lucheng District
State owned land use right and its superior 43546822428392285578
Houses, buildings and structures
Both parties agree that the specific scope of the target assets Zhe Jiang Dong Ri Limited Company(600113) intends to acquire shall be subject to the scope agreed in the acquisition agreement officially signed by both parties.
Subject to the results of due diligence, audit and evaluation, the purchase price of the target company / target assets shall be separately negotiated and determined by both parties on the basis of the results of due diligence, audit and evaluation, and the purchase price and its payment method shall comply with the relevant provisions of the supervision and Administration of state-owned assets.
4、 Main contents and performance arrangements of the acquisition intention agreement
(I) subject of the agreement:
Transferee: Zhe Jiang Dong Ri Limited Company(600113)
Transferor: Wenzhou Modern Service Industry Development Group Co., Ltd
(II) main contents of the agreement
1. Target assets and acquisition targets: Zhe Jiang Dong Ri Limited Company(600113) the target assets to be acquired are: the target assets include (the north area of modern cold chain logistics project, the state-owned land use right corresponding to Sinian auto parts market and the real property rights such as houses and buildings on it, supporting fixed assets, other operating assets and existing businesses, the state-owned land use right held by caibasket group in wailong village, Shangshu Township, Lucheng District and the houses and buildings on it, structures, etc.) After being uniformly placed in the target company, the corresponding 100% equity of the target company.
2. Acquisition method: both parties agree that the target company established or designated by Hyundai Group will undertake the target assets as a whole, and Zhe Jiang Dong Ri Limited Company(600113) complete the target acquisition by transferring 100% equity of the target company.
3. Purchase price of the target company / target assets: both parties agree that subject to the results of due diligence and audit and evaluation, the purchase price of the target company / target assets under this Agreement shall be separately negotiated and determined by both parties on the basis of the results of due diligence, audit and evaluation, and the purchase price and its payment method shall comply with the relevant provisions of the supervision and administration of state-owned assets.
4. Arrangement of on-the-job employees: on the basis of fully respecting the wishes of employees and according to business needs, the transferee and on-the-job employees choose to enter the target company in both directions.
5. Due diligence, audit and evaluation arrangements: after the signing of this agreement, Zhe Jiang Dong Ri Limited Company(600113) will entrust professional institutions or send professionals to carry out financial, legal, commercial and technical due diligence on the subject assets.
Hyundai Group promises to disclose the material information and matters of the subject assets to Zhe Jiang Dong Ri Limited Company(600113) truthfully, accurately and completely, and promises to bear corresponding responsibilities for false disclosure (if any). Hyundai Group shall and urge the subject of the underlying assets and the underlying company to do their best to cooperate with Zhe Jiang Dong Ri Limited Company(600113) 's due diligence.
6. Conditions for signing the formal acquisition agreement:
Both parties will sign a formal acquisition agreement on the premise that the following preconditions are reached (hereinafter referred to as "preconditions"), otherwise both parties to the transaction have the right to unilaterally terminate the acquisition and terminate this Agreement without any responsibility according to the relevant provisions of this Agreement:
(1) The obligee of the subject assets legally and completely owns the subject assets to be transferred, the subject assets are free from any third-party right restriction or burden such as mortgage, pledge, seizure and freezing, and there is no significant adverse change in the subject assets;
(2) Hyundai Group has provided Zhe Jiang Dong Ri Limited Company(600113) with the information required by Zhe Jiang Dong Ri Limited Company(600113) for its acquisition, and promises that the information provided by Zhe Jiang Dong Ri Limited Company(600113) is true, accurate and complete, and Zhe Jiang Dong Ri Limited Company(600113) has completed the due diligence, audit and evaluation on the financial, legal, commercial and technical aspects related to the target assets with the cooperation of Hyundai Group and the subject of the target assets, and is satisfied with the results of due diligence, audit and evaluation;
(3) Based on due diligence, Hyundai Group, the subject of the underlying assets, the transferor and other relevant parties are required to meet other conditions.
7. Binding force: this Agreement does not of course constitute the obligation of Zhe Jiang Dong Ri Limited Company(600113) and Hyundai Group to cooperate on the matters mentioned in this agreement. The due diligence arrangement, signing conditions of formal acquisition agreement, confidentiality, transition period arrangement, dispute resolution, binding force, termination clause and duplicate clause under this Agreement shall come into force from the date of signing this agreement, and other clauses are non binding clauses. If the content of the final formally signed acquisition agreement is inconsistent with that of this agreement, the content of the final signed acquisition agreement shall prevail.
5、 Purpose of intended related party transactions and its impact on Listed Companies
The purpose of this related party transaction is to further integrate the operation and management of the wholesale market in Wenzhou, expand the business content of Zhe Jiang Dong Ri Limited Company(600113) by integrating the upstream supply chain and supporting cold chain logistics, warehousing business resources and assets of the wholesale market of agricultural and sideline products, give full play to Zhe Jiang Dong Ri Limited Company(600113) 's operation and management experience in professional wholesale markets, and help the company build a more comprehensive and competitive professional market operation and management ability.
The intended acquisition will not have a significant impact on the company's financial and operating conditions this year. There is still great uncertainty in this acquisition. The company will timely perform the obligation of information disclosure according to the progress of relevant matters.
6、 Review procedures for the intended performance of related party transactions
(I) deliberation and voting of the board of directors
The intention of this connected transaction was deliberated and adopted at the 28th meeting of the 8th board of directors held on May 4, 2022. According to relevant regulations, the connected directors of the company have avoided voting, and the non connected directors have voted.
(II) opinions of independent directors
Three independent directors of the company reviewed the intention of the related party transaction in advance and unanimously agreed to submit the matter to the board of directors of the company for deliberation.
When the board of directors deliberated on this matter, three independent directors expressed their independent opinions and believed that the company's signing of the acquisition intention agreement between Zhe Jiang Dong Ri Limited Company(600113) and Wenzhou Modern Service Industry Development Group Co., Ltd. and the deliberation procedures of related party transactions were in line with the provisions of relevant laws and regulations such as the Listing Rules of Shanghai Stock Exchange, the guidelines for the standardized operation of listed companies and the articles of association, It conforms to the company's long-term strategic planning and is conducive to enhancing the company's core competitiveness. The signing of the acquisition intention agreement is in line with the principles of fairness, impartiality and fairness, and there is no damage to the interests of the listed company and all shareholders. Therefore, we unanimously agree that the company will sign the acquisition intention agreement and related party transactions this time.
7、 Risk tips
The acquisition intention agreement signed this time only expresses the preliminary cooperation intention of both parties to the transaction. The specific transaction scheme and transaction terms need to be further negotiated and negotiated according to the results of audit and evaluation, and determined after performing the corresponding decision-making and approval procedures according to law. There is still great uncertainty in this acquisition. The company will timely perform the obligation of information disclosure according to the progress of relevant matters.
It is hereby announced
Zhe Jiang Dong Ri Limited Company(600113) board of directors may 4, 2002
