Securities code: Hubei Shuanghuan Science And Technology Stock Co.Ltd(000707) securities abbreviation: Shuanghuan technology Announcement No.: 2022044 Hubei Shuanghuan Science And Technology Stock Co.Ltd(000707)
Announcement on related party transactions of capital increase of Hongyi company
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 note: this capital increase still needs to be approved by the general meeting of shareholders and competent authorities. There is uncertainty whether it can be approved by the general meeting of shareholders and competent authorities. Please invest rationally and pay attention to risks.
1、 Overview of related party transactions
Yingcheng Hongyi Chemical Technology Co., Ltd. (hereinafter referred to as "Hongyi company") is now Hubei Shuanghuan Science And Technology Stock Co.Ltd(000707) (hereinafter referred to as "company" or "Shuanghuan technology") and Hubei Hongtai Huachuang emerging industry Investment Co., Ltd. (hereinafter referred to as "Huachuang company"), Hubei Yihua Chemical Industry Co.Ltd(000422) Group Co., Ltd. (hereinafter referred to as "Yihua group") and Hubei Gaocheng Shufeng Venture Capital Co., Ltd. (hereinafter referred to as "Gaocheng Shufeng") An enterprise jointly invested by Henan Jinshan Holding Co., Ltd. (hereinafter referred to as "Jinshan holding") mainly carries out the construction of synthetic ammonia upgrading and transformation projects. Among them, Shuanghuan technology invested 2 million yuan and held 2.857% equity of Hongyi company.
Based on the consideration of business strategy development and in order to meet the needs of construction funds for synthetic ammonia upgrading and transformation project of Hongyi company, the company has cooperated with Yihua group, Huachuang company and Hubei new kinetic energy industry investment fund partnership (limited partnership) (hereinafter referred to as "new kinetic energy industry fund") Hubei Kechuang Hongtai zero degree high-end manufacturing investment fund partnership (limited partnership) (hereinafter referred to as "zero degree fund") jointly increased the capital of Hongyi company and signed the capital increase agreement II of Yingcheng Hongyi Chemical Industry Technology Co., Ltd.
The capital increase party includes Yihua group, the indirect controlling shareholder of the company. According to the stock listing rules of Shenzhen Stock Exchange and other relevant regulations, this transaction constitutes a connected transaction. The above-mentioned capital increase of Hongyi company has been deliberated and approved at the 12th meeting of the 10th board of directors held by the company on May 19, 2022. The related directors Wang Wanxin and Liu Hongguang avoided voting, and the independent directors expressed their independent opinions approved and agreed in advance. The transaction still needs to be approved by the general meeting of shareholders, and the related parties interested in the related party transaction will avoid voting.
This transaction does not constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies, nor does it constitute a reorganization and listing.
2、 Basic information of other capital increasing parties
(I) Hubei Yihua Chemical Industry Co.Ltd(000422) Group Co., Ltd
Type: limited liability company (state-owned holding)
Address: No. 52, Yanjiang Avenue, Yichang City
Legal representative: Wang Dazhen
Registered capital: 1 billion yuan
Date of establishment: April 16, 1995
Business scope: Sales of mineral products (excluding restricted and prohibited items), chemical products (excluding dangerous explosive chemicals and varieties restricted by the state); Manufacturing of chemical products (excluding dangerous explosive chemicals and varieties restricted by the state); Chemical technology consulting; Fertilizer manufacturing and sales; Manufacturing and installation of chemical equipment (excluding special equipment); Thermal power generation; Import, export and agency of goods or technologies (excluding the import and export of goods and Technologies Prohibited by the state or involving administrative examination and approval); Recycling of renewable resources (excluding solid waste, hazardous waste, end-of-life vehicles and other projects that need to be approved by relevant departments); Online data processing and transaction processing in the second type of value-added telecommunications services; Internet information services (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)++
Shareholders: the state owned assets supervision and Administration Commission of Yichang municipal people's government holds 81.44% of its equity, and Yichang Wealth Investment Management Co., Ltd. holds 18.56% of its equity. The member of the state owned assets supervision and Administration Commission of Yichang municipal people's government is the actual controller of Yihua group.
In 2021, Yihua group realized an operating revenue of 27704482300 yuan and a net profit of 56992022 million yuan. At the end of 2021, the owner's equity totaled 27786221 million yuan.
Description of related relationship: Yihua group is the indirect controlling shareholder of the company.
Yihua group is not a dishonest person to be executed.
(II) Hubei Hongtai Huachuang emerging industry Investment Co., Ltd
Type: limited liability company (sole proprietorship of legal person invested or controlled by non natural person)
Address: No. 01, floor 3, unit B-2, building B-1 and B-2, No. 3, wudayuan Fourth Road, Wuhan University Science Park, East Lake New Technology Development Zone, Wuhan
Legal representative: Chen Xiaojun
Registered capital: 150 million yuan
Date of establishment: December 21, 2016
Business scope: engage in non Securities equity investment activities and related consulting services (excluding projects restricted and prohibited by national laws and regulations and decisions of the State Council; do not publicly raise and issue funds in any way) (do not engage in absorbing public deposits or absorbing public deposits in a disguised form, and do not engage in financial businesses such as issuing loans); Investment in science and technology industry projects and science and technology enterprises (excluding projects restricted and prohibited by national laws and regulations and decisions of the State Council; funds shall not be publicly raised and issued in any way) (shall not be engaged in absorbing public deposits or absorbing public deposits in a disguised form, and shall not be engaged in financial businesses such as issuing loans); Enterprise management consulting. (for projects subject to examination and approval according to law, business activities can be carried out only after examination and approval by relevant departments)
In 2021, Huachuang company realized an operating income of 2.9085 million yuan, a net profit of 5.0196 million yuan, and a total owner's equity of 25861462 million yuan at the end of 2021.
Shareholder: Changjiang Industrial Investment Group Co., Ltd. holds 100% equity of Huachuang company, and Hubei SASAC is the actual controller of Huachuang company.
Huachuang company is not a dishonest person to be executed.
(III) Hubei new kinetic energy industry investment fund partnership (limited partnership)
Unified social credit Code: 91420981ma4f512x09
Address: Room 501, floor 5, No. 6, Stadium Road, Yingcheng street, Xiaogan City, Hubei Province
Executive partner: Hubei new kinetic energy fund management Co., Ltd. (appointed representative: Liu Qingjie) registered capital: 101 million yuan
Date of establishment: November 24, 2021
Business scope: general items: 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 Association) (in addition to licensed business, projects not prohibited or restricted by laws and regulations can be operated independently according to law)
Contributors: Hubei new kinetic energy development investment fund partnership (limited partnership) contributed 495050%, Yingcheng Puxin state owned capital investment and Operation Co., Ltd. 495050%, and Hubei new kinetic energy fund management Co., Ltd. 0.9901%.
Hubei new kinetic energy industry investment fund partnership (limited partnership) is not a dishonest executee.
(IV) Hubei Kechuang Hongtai zero degree high-end manufacturing investment fund partnership (limited partnership)
Unified social credit Code: 91420115ma49arwx42
Address: room 1917, 19th floor, block a, Kechuang Plaza, No. 10, Wenhua Avenue, Jiangxia District, Wuhan
Executive partner: Hubei Hongtai zero Equity Investment Management Co., Ltd. (appointed representative: Gao Kenan) registered capital: 150 million yuan
Date of establishment: September 9, 2019
Business scope: engaging in non Securities equity investment activities and related consulting services (not engaging in financial businesses such as absorbing public deposits or absorbing public deposits in a disguised form, issuing loans, etc.). (if the project involves licensed operation, it can be operated only after obtaining the permission of relevant departments)
Investors: Wuhan Optics Valley United Group Co., Ltd. contributed 393333%, Hubei Hongtai Hongding Investment Co., Ltd. 393333%, Wuhan Jiangxia Technology Investment Group Co., Ltd. 200000% and Hubei Hongtai zero Equity Investment Management Co., Ltd. 1.3333%.
Hubei Kechuang Hongtai zero high-end manufacturing investment fund partnership (limited partnership) is not a dishonest executee.
3、 Information of the invested enterprises
(I) overview of the invested enterprises
Company name: Yingcheng Hongyi Chemical Technology Co., Ltd
Legal representative: Li Yuanhai
Unified social credit Code: 91420981ma49pmqe9y
Registered capital: 70 million yuan
Date of establishment: March 16, 2021
Company type: other limited liability companies
Registered address: room 4-401, complex building, No. 26, Tuanjie Avenue, dongmafang, Yingcheng City, Hubei Province
Business scope: general items: coal products manufacturing; Sales of coal and products; Fertilizer sales; Sales of mechanical equipment; Sales of chemical products (excluding licensed chemical products); Leasing of machinery and equipment (except for licensing business, it can independently operate projects not prohibited or restricted by laws and regulations).
Hongyi company is not a dishonest executee; The company has no financial support or guarantee for Hongyi company. (II) historical evolution
According to the arrangement of relief and reorganization of Shuanghuan group, Hongyi company was established on March 16, 2021 to carry out the upgrading and transformation project of synthetic ammonia, with a registered capital of 2 million yuan and a shareholder of Hubei Shuanghuan Science And Technology Stock Co.Ltd(000707) ; After that, the first capital increase of Hongyi company was carried out on April 30, 2021. After the capital increase, the registered capital was 70 million yuan. The shareholders were: Shuanghuan technology held 2.857% equity of Hongyi company; Huachuang company holds 35.714%; Yihua group holds 14.286%; Gao chengshufeng holds 21.429%; Jinshan holdings holds 25.714%.
(III) assessment
The appraisal report issued by Wuhan CITIC United Assets Appraisal Co., Ltd. (Wuhan CITIC United appraisal report Zi [2021] SC No. 062104) shows that as of May 31, 2021, the total assets of Hongyi company are RMB 7001600, the total liabilities are RMB 16000, and the total equity interests after appraisal are RMB 70 million.
(IV) main financial data
According to the audit report issued by Daxin Certified Public Accountants (special general partnership) (Daxin zhuanshen Zi [2021] No. 200350), as of May 31, 2021, Hongyi had total assets of RMB 701600, total liabilities of RMB 1600, owner's equity of RMB 70 million, net profit of RMB 0 and operating income of RMB 0 from January to may, 2021. According to the audit report (Daxin zhuanshen Zi [2022] No. 200252) issued by Daxin Certified Public Accountants (special general partnership), as of December 31, 2021, Hongyi company had total assets of 213378000 yuan, total liabilities of 1451296 million yuan, owner's equity of 682484 million yuan, net profit of -1751600 yuan and operating income of 0 yuan in 2021.
4、 Target assets used by the company for capital increase
The company plans to invest 200 million yuan in cash and fixed assets. The fixed assets to be invested are as follows:
1. The fixed assets that the company plans to use for capital increase are the liquid ammonia storage related equipment and machines held by the company, with a total of 16 items, specifically semi frozen liquid nitrogen spherical tank, ice machine, liquid nitrogen loading and unloading skid and other supporting equipment.
2. The ammonia warehouse used for capital increase was put into operation in 2019 and used by Shuanghuan technology from July 31, 2021. After August 1, 2021, it was leased to Yingcheng Yihua Chemical Co., Ltd. for the production of synthetic ammonia.
3. After the appraisal by Zhongjing Minxin (Beijing) Assets Appraisal Co., Ltd., taking May 31, 2021 as the appraisal base date, the appraisal method of replacement cost method is adopted, and the appraisal report on the value of Hubei Shuanghuan Science And Technology Stock Co.Ltd(000707) some fixed assets involved in Hubei Shuanghuan Technology Co., Ltd. to be invested with physical assets (Jingxin pingbao Zi (2022) No. 112) is issued.
The assessment results are:
Monetary unit: RMB 10000
Increase / decrease rate of project book value evaluation value%
A B C=B-A D=C/A × 100%
Total equipment 293098314997 218.99 7.47
Fixed assets - machinery and equipment 293098314997 218.99 7.47
5、 Pricing policy and basis of related party transactions
According to the appraisal report on the value of Hubei Shuanghuan Science And Technology Stock Co.Ltd(000707) some fixed assets involved in Hubei Shuanghuan Science And Technology Stock Co.Ltd(000707) proposed contribution with physical assets issued by Zhongjing Minxin (Beijing) Assets Appraisal Co., Ltd., the company invested Hongyi company with the appraisal price of the fixed assets of 314997 million yuan and cash of 200 million yuan.
According to the asset appraisal report on the appraisal project of the value of all shareholders' equity involved in the proposed capital increase and share expansion of Yingcheng Hongyi Chemical Industry Technology Co., Ltd. (Wuhan CITIC Lianhe pingbao Zi [2021] SC No. 062104) issued by Wuhan CITIC Lianhe Asset Appraisal Co., Ltd., the company and its related parties and other investors increased the capital of Hongyi company based on the value of all shareholders' equity of Hongyi company assessed on the benchmark date of 70 million yuan.
This capital increase is the need of the company's development, and the transaction complies with the provisions of relevant laws, regulations and systems
