Securities code: Dalian Bio-Chem Company Limited(603360) securities abbreviation: Dalian Bio-Chem Company Limited(603360) Announcement No.: 2022027 Dalian Bio-Chem Company Limited(603360)
Announcement on the proposed sale of equity of subsidiaries
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Important content tips:
Dalian Bio-Chem Company Limited(603360) (hereinafter referred to as “the company”) signed the equity transfer agreement with Shenyang kaishenglong Intelligent Technology Co., Ltd. (hereinafter referred to as “kaishenglong” or “the counterparty”), and the company sold 100% equity of Shenyang Dalian Bio-Chem Company Limited(603360) Co., Ltd. (hereinafter referred to as “Shenyang Baiao” or “the target company”), a wholly-owned subsidiary of the company, to kaishenglong, The transaction price is determined according to the audited net asset value of Shenyang Baiao on the equity delivery date, and the specific amount is subject to the audit results.
This transaction does not constitute a connected transaction.
This transaction does not constitute a major asset restructuring.
This transaction has been deliberated and approved at the 11th meeting of the 4th board of directors of the company. According to the company law, the Listing Rules of Shanghai Stock Exchange and the articles of association of Dalian Dalian Bio-Chem Company Limited(603360) Co., Ltd. (hereinafter referred to as the “articles of association”), this transaction need not be submitted to the general meeting of shareholders for deliberation.
After the equity sale, the company will no longer hold the equity of Shenyang Baiao, and Shenyang Baiao will no longer be included in the scope of the company’s consolidated statements.
1、 Transaction overview
In order to better focus on the main business and optimize the company’s assets and business structure, the company held the 11th meeting of the Fourth Board of directors on May 18, 2022. The proposal on transferring 100% equity of the subsidiary Shenyang Dalian Bio-Chem Company Limited(603360) Co., Ltd. was deliberated and approved by 8 votes in favor, 0 votes against and 0 abstentions, and the company was agreed to sell 100% equity of Shenyang Baiao to kaishenglong, The transaction price is determined according to the audited net asset value of Shenyang Baiao as of the equity delivery date (i.e. the date when 100% of the equity of Shenyang Baiao is transferred to kaishenglong and the industrial and commercial change registration procedures are completed). The specific amount is subject to the audit results.
Taking the audited net asset value of Shenyang Baiao as of December 31, 2021 as 1422454 million yuan and the financial situation from January to March, 2022 (Unaudited) as a reference, according to the company law, the stock listing rules of Shanghai Stock Exchange, the articles of association and other relevant provisions, this transaction need not be submitted to the general meeting of shareholders for deliberation.
On May 18, 2022, the company signed the equity transfer agreement with kaishenglong. After the equity sale, the company no longer holds the equity of Shenyang Baiao.
2、 Information about the counterparty
(I) basic information of the counterparty
Company name: Shenyang kaishenglong Intelligent Technology Co., Ltd
Unified social credit Code: 91210102ma0ytjd94j
Date of establishment: July 18, 2019
Registered address: Room 202, No. 46-1, Lidao Road, Heping District, Shenyang, Liaoning
Legal representative: Li Rongzhao
Registered capital: 100 million yuan
Business scope: technology development, sales, technology transfer, technical consultation and technical service of intelligent equipment, mining machinery equipment and accessories; Design and construction of highway engineering, tunnel engineering, decoration engineering and waterproof engineering; Sales of plastic products, Wujinjiaodian, rubber products, household appliances, general equipment and accessories, metal products, castings and forgings, molds, chemical products, chemical raw materials and building materials; Mechanical and electronic equipment leasing. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments.)
Major shareholder and actual controller: Li Rongzhao directly holds 80% of the shares of kaishenglong and is the actual controller of kaishenglong.
(II) main financial information of the counterparty
The main financial data of CSL in the latest year and period are as follows:
Unit: RMB / yuan
December 31, 2021 March 31, 2022
Total assets 1706069898316415914267
Total liabilities 16787254631009582653
Net assets 15497163316
Project year 2021 January March 2022
Operating income 2869557512450654353
Net profit 26268758524358094
Note: the above financial data have not been audited.
(III) except for this transaction, there is no other relationship between the counterparty and the company in terms of property rights, business, assets, creditor’s rights and debts, personnel, etc.
3、 Basic information of the transaction object
(I) basic information
Company name: Shenyang Dalian Bio-Chem Company Limited(603360) Co., Ltd
Enterprise type: limited liability company (sole proprietorship of legal person)
Registered capital: 100 million yuan
Date of establishment: June 11, 1992
Address: Shenyang Chemical Industry Park
Business scope: production of chemical product additives (except for projects requiring pre-approval) (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments).
(II) ownership of transaction object
Shenyang Baiao is a wholly-owned subsidiary of the company. The property right of the subject matter of the transaction is clear, and there is no mortgage, pledge or any other restriction of rights, no litigation, arbitration matters, judicial measures such as seizure and freezing, and other circumstances that hinder the transfer of ownership.
(III) main financial information of the transaction object
The main financial data of Shenyang Baiao in the latest year and period are as follows:
Unit: RMB / yuan
December 31, 2021 March 31, 2022
Total assets 3477514199224650926009
Total liabilities 2055060365311163706652
Net assets 1422453833913487219357
Project year January February 2021
Operating income 3689265858943725873
Net profit -4211379956 -737318982
Note: the above financial data of 2021 have been audited by Dahua Certified Public Accountants (special general partnership); The financial data for the first quarter of 2022 were unaudited.
4、 Analysis on the pricing situation and rationality of the transaction object
Due to the continuous loss of Shenyang Baiao’s business in the first phase of recent year, in order to safeguard the interests of the listed company, the company and kaishenglong negotiated and agreed that the transaction price is determined according to the audited net asset value of Shenyang Baiao as of the equity delivery date (i.e. the date when Shenyang Baiao transfers 100% equity to kaishenglong and completes the industrial and commercial change registration procedures), and the specific amount is subject to the audit results. The price of this equity transfer is reasonable. This transaction follows the principle of fairness and rationality, and there is no situation that damages the interests of the listed company and all shareholders.
5、 Main contents of the transaction agreement
The company and kaishenglong signed the equity transfer agreement on May 18, 2022. The equity transfer agreement takes effect from the date when the legal representatives or authorized representatives of both parties sign and affix their official seals. The main contents are as follows: (I) the parties signing the agreement
Equity transferor (Party A): Dalian Bio-Chem Company Limited(603360)
Shenyang Shenglong Technology Co., Ltd. (transferee): Party B
(II) underlying equity
The underlying asset of this transaction is 100% equity of Shenyang Dalian Bio-Chem Company Limited(603360) Co., Ltd.
(III) transaction price
With the consent of both parties, the transfer price of the subject equity is determined by the audited net asset value of Shenyang Baiao as of the equity delivery date (i.e. the date when the subject equity is transferred to the equity transferee and the industrial and commercial change registration formalities are completed), and the specific amount shall be subject to the audit results.
(IV) transaction payment arrangement
1. Within ten working days from the date of signing and taking effect of the equity transfer agreement, the equity transferee shall remit the deposit of RMB 14.2 million (in figures: RMB 14.2 million) to the bank account designated by the equity transferor.
2. The equity transferee shall start the audit on the delivery date within 10 working days from the date of equity delivery, and the audit institution shall be confirmed by both parties.
3. The equity transferee shall complete the audit on the delivery date and confirm the transfer price within 30 working days from the date of completing the industrial and commercial change of equity in the equity transfer agreement, and then remit the first phase of equity transfer to the bank account designated by the equity transferor within 30 working days. The sum of the first phase of equity transfer and the deposit shall reach 51% of the transaction price of equity transfer.
4. The equity transferee shall remit the remaining 49% of the transfer settlement to the equity transferor’s account within one year after the issuance date of the audit report.
(V) completion of equity transfer
After Shenyang Baiao completes the industrial and commercial change registration procedures for this equity transfer in Shenyang market supervision and Administration Bureau, the equity transferee becomes the shareholder of Shenyang Baiao and enjoys and undertakes the corresponding shareholder rights and obligations.
(VI) liability for breach of contract
1. If any of the following events occurs, it will constitute a breach of the equity transfer agreement: (1) either party violates any provision of the equity transfer agreement;
(2) Either party violates any statement, guarantee or commitment made in the equity transfer agreement, or any statement, guarantee or commitment made by either party in the equity transfer agreement is deemed to be untrue, incorrect or misleading.
2. If either party breaches the contract, the other party has the right to require immediate termination of the equity transfer agreement and / or require it to compensate for the losses caused thereby.
If the equity transferee fails to pay the equity transfer price to the equity transferor at the agreed time, the equity transferor has the right to unilaterally terminate the equity transfer agreement and require the equity transferee to pay liquidated damages according to 20% of the transaction price agreed in the equity transfer agreement. If the underlying equity has gone through the delivery procedures, the equity transferor has the right to require the equity transferee to return the underlying equity or require the equity transferee to continue to perform the equity transfer agreement and pay liquidated damages at 10% of the transaction price agreed in the equity transfer agreement.
If the equity transferee fails to complete the equity delivery due to the responsibilities of the equity transferor (including but not limited to the breach of contract caused by the administrative punishment of itself and its parent company, judicial freezing of debt disputes, pledge and other acts of the equity transferor), the equity transferor shall bear the liability for breach of contract. The equity transferor shall pay liquidated damages to the equity transferee according to 20% of the total transaction price agreed in the equity transfer agreement and return the principal and interest of the early equity transfer price paid by the equity transferee (the interest shall be calculated from the date of delivery according to the upper limit of private lending stipulated by Law). Therefore, the equity transferor promises that the equity transferor will provide guarantee for its performance with the 100% equity share of the company that fails to complete the equity transfer change from the profits that should be distributed by the company, and promise to entrust the company to repay the liquidated damages mentioned in this article and the principal and interest of the equity transfer price agreed in the equity transfer agreement on behalf of the defaulting party.
6、 Impact of selling equity of subsidiaries on the company
The sale of the equity of the subsidiary Shenyang Baiao will help the company focus on its main business, optimize the company’s business and management structure, and improve the efficiency of the company’s capital and resource utilization. This equity sale will not have a significant impact on the company’s financial situation and operating results, and will not damage the interests of the company and shareholders. After the equity sale, Shenyang Baiao will no longer be included in the scope of the company’s consolidated statements.
It is hereby announced.
Dalian Bio-Chem Company Limited(603360) May 19, 2022
