Securities code: Zhejiang Youpon Integrated Ceiling Co.Ltd(002718) securities abbreviation: Zhejiang Youpon Integrated Ceiling Co.Ltd(002718) Announcement No.: 2022038 Zhejiang Youpon Integrated Ceiling Co.Ltd(002718)
Announcement on the external transfer of some assets of raised investment projects
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.
1、 Transaction overview
The company moved to Shenzhen New Industries Biomedical Engineering Co.Ltd(300832) park located at No. 388, Baibu Avenue, Haiyan County, Zhejiang Province in 2019. At present, the company’s production and operation are in Shenzhen New Industries Biomedical Engineering Co.Ltd(300832) park; Meanwhile, the Zhongding Industrial Park project of “Baibu industrial zone integrated ceiling production base expansion project” was also completed and put into use in 2021. At present, the company is located in the industrial park near Baibu Avenue, Haiyan County, Zhejiang Province, which can meet the needs of current production and operation activities and subsequent capacity expansion. With the promotion of the company’s refined management, in order to further improve the management efficiency, reduce the management cost and facilitate the centralized management of the company, according to the needs of the company’s business and strategic development, The company plans to transfer part of the assets of the investment project “Baibu industrial zone integrated ceiling production base construction project” (hereinafter referred to as the “initial raised investment project”) located in Xinsheng village, Baibu Town, Haiyan County, Zhejiang Province to Zhejiang Haitian Technology Co., Ltd., with a transaction amount of 8114688 million yuan, and use the funds recovered from the sale of assets to supplement the working capital of the company.
The transaction was deliberated and approved at the first meeting of the Fifth Board of directors and the first meeting of the Fifth Board of supervisors on May 20, 2022, and the independent directors expressed their agreed independent opinions. This transaction needs to be submitted to the general meeting of shareholders of the company for deliberation and approval.
According to the Listing Rules of Shenzhen Stock Exchange and the articles of association, this asset transfer does not constitute a connected transaction or a major asset reorganization.
2、 This transaction involves the basic information of the investment projects with raised funds
(I) basic information of raised funds
With the approval of the reply on the approval of Zhejiang Youpon Integrated Ceiling Co.Ltd(002718) initial public offering of shares (zjxk [2014] No. 44) issued by the China Securities Regulatory Commission, 13100000 ordinary shares (A shares) were issued to the public for the first time (including 6 Shanghai Pudong Development Bank Co.Ltd(600000) new shares issued and 6500000 shares publicly developed and sold by shareholders), and the issue price per share was RMB 28.02, The total amount of funds raised from the issuance of new shares is RMB 16814396000 (after deducting the underwriting and recommendation fees paid this time, RMB 1678804000), which has been remitted to the special account for raised funds of the company by the lead underwriter Huatai United Securities Co., Ltd. on January 23, 2014. In addition, after deducting the prepaid recommendation fee of RMB 80000000 and other issuance expenses of RMB 709516000, the net amount of funds actually raised by the company this time is
16024880000 yuan. On January 23, 2014, Lixin Certified Public Accountants (special general partnership) verified the arrival of the raised funds and issued the capital verification report (xksbz [2014] No. 110044).
According to the prospectus for Zhejiang Youpon Integrated Ceiling Co.Ltd(002718) initial public offering of shares, the funds raised by the company from this public offering of new shares (deducting the corresponding issuance expenses) are planned to invest in the “construction project of integrated ceiling production base in Baibu industrial zone”. It is planned to increase the production capacity of 15 million basic modules and 680000 sets of functional modules. The total investment of the project is 160.25 million yuan, which will be directly implemented by the company. As of December 31, 2019, the initial public offering and investment projects have been completed, and the funds raised from the initial public offering have been used up.
(II) investment projects involving raised funds in this transaction
The initial raised investment project involved in the external transfer of assets in this transaction is planned to invest 160.25 million yuan, and the actual investment amount is 16320397191 yuan. The specific assets transferred to the outside world are the state-owned land use right and fixed assets (hereinafter referred to as “target assets”, the fixed assets in the target assets include houses, buildings, structures and ground attachments) located in Xinsheng village, Baibu Town, Haiyan County, Zhejiang Province in the initial raised investment project. Among them, the raised fund for the use of the state-owned land use right purchased by the company is 871061040 yuan, The raised capital for the construction of the fixed assets is 4718005636 yuan. As of April 27, 2022, the accumulated amortization of the state-owned land use right was 219869952 yuan, with a net value of 651191088 yuan; The accumulated depreciation of the fixed assets is 2225384883 yuan, with a net value of 2492620753 yuan.
3、 Details of this transaction
(I) basic information of the counterparty
Enterprise name: Zhejiang Haitian Technology Co., Ltd
Unified social credit Code: 91330424mably4dexk
Enterprise type: other limited liability companies
Legal representative: Zhang Zhongwei
Registered capital: 20 million yuan
Registered address: Building 4, xinqiaotu, Xiaotian village, Baibu Town, Haiyan County, Jiaxing City, Zhejiang Province
Business scope: general projects: artificial intelligence application software development; General parts manufacturing; Manufacturing of special packaging equipment; Metal tool manufacturing; Manufacturing of household appliances; General equipment manufacturing (excluding special equipment manufacturing); Sales of mechanical parts and components (except for the items subject to approval according to law, carry out business activities independently according to law with the business license)
Equity structure: Haiyan general machinery plastic packaging factory holds 58.2% and Haiyan pinqian Electric Appliance Co., Ltd. holds 41.8%
Association relationship: no association relationship.
After verification, Zhejiang Haitian Technology Co., Ltd. does not belong to the “dishonest executee”.
(II) basic information of the transaction object
The subject assets of this external transfer are the state-owned land use right and fixed assets located in Xinsheng village, Baibu Town, Haiyan County, Zhejiang Province. As of April 27, 2022, the accumulated amortization of the state-owned land use right was 219869952 yuan, with a net value of 651191088 yuan; The accumulated depreciation of the fixed assets is 2225384883 yuan, with a net value of 2492620753 yuan.
The ownership of the above assets is clear, there is no mortgage, pledge or other third-party rights, there is no major dispute, litigation or arbitration involving relevant assets, and there are no judicial measures such as seizure and freezing.
(III) pricing basis of transaction
The company entrusts Zhonglian asset appraisal group (Zhejiang) Co., Ltd. to appraise the market value of the assets to be transferred. The benchmark date of appraisal is April 27, 2022. According to the assets appraisal report (zlpbz [2022] No. 244) issued by Zhonglian assets appraisal group (Zhejiang) Co., Ltd., the original book value of the subject assets transferred is 3143811841 yuan, the appraisal value is 8100410000 yuan, and the appreciation rate is 157.66%. Among them, the book value of fixed assets is 2492620753 yuan, the appraisal value is 5302530000 yuan, and the appreciation rate is 112.73%; The book value of the land use right is 651191088 yuan, the appraisal value is 2797880000 yuan, and the appreciation rate is 329.66%.
According to the appraisal results, through consultation between the company and Zhejiang Haitian Technology Co., Ltd., it is determined that the total price of the subject assets transferred this time is 8114688 million yuan. The transaction pricing of this asset transfer is fair and reasonable, and there is no case that damages the legitimate interests of the company and shareholders.
(IV) main contents of the transaction agreement
Party A: Zhejiang Youpon Integrated Ceiling Co.Ltd(002718)
Party B: Zhejiang Haitian Technology Co., Ltd
Guarantor 1: Zhang Zhongwei
ID card No.: 330424
Address: No. 5, beimutou, Xiaotian village, Baibu Town, Haiyan County, Zhejiang Province
Guarantor 2: Zhang Jianxin
ID card No.: 330424
Address: No. 50, xiaxigang, Xiaotian village, Baibu Town, Haiyan County, Zhejiang Province
Guarantor 3: Zhang Yunfeng
ID card No.: 330424
Address: No. 2, Jiaogong Road, Baibu Town, Haiyan County, Zhejiang Province
Object of transfer: the industrial land owned by Party A located in Xinsheng village, Baibu Town, Haiyan County (Land Use Certificate No.: Haiyan Guoyong (2012) No. 8-176); 33042594180000); Land use right area: 28176 square meters); The industrial plant built by Party A on it (real estate certificate No.: jfqzyz No. 114319, jfqzyz No. 114320); Party A’s structures and land attachments on the industrial land.
The transfer price: 8114688 million yuan. The taxes and fees payable for the transfer of the real estate shall be borne by Party B, Party B shall bear the deed tax, stamp tax, production cost, etc., and Party A shall bear the value-added tax.
Payment method: Party B shall pay 10% of the total transfer price to Party A on the date when the contract is signed and takes effect, 70% of the total transfer price to Party A before June 30, 2022, and 20% of the total transfer price to Party A before September 30, 2022.
Transfer of ownership: After Party B pays the deposit to Party A, Party A shall provide the scanned copies or originals of the land use certificate and real estate ownership certificate mentioned in Article 1 of this contract to Party B for handling the formalities of real estate transfer; After Party A receives the deposit, both parties shall begin to handle the transfer registration procedures of the transfer subject matter; In principle, the transfer registration procedures shall be handled by Party B, and Party A shall provide assistance. That is, Party A shall actively cooperate according to the requirements of Party B; After the transfer registration procedures are completed, Party B shall be responsible for obtaining the new real estate property right certificate; After the transfer registration procedures are completed, the rental income of the plant subject to transfer shall be owned by Party B.
Guarantee terms: in order to ensure the normal completion of the transaction under this contract, the guarantors Zhang Zhongwei, Zhang Jianxin and Zhang Yunfeng voluntarily assume joint and several guarantee liabilities for all the amounts payable by Party B to Party A under this contract and the expenses incurred by Party A to realize its creditor’s rights; In addition to the transfer payment, overdue interests and liquidated damages payable by Party B, the guarantee scope also includes but is not limited to all expenses paid by Party A to realize the benefits available under this contract, such as evaluation fee, legal fee, preservation fee, lawyer’s fee, notarization fee and so on. The guarantee period is two years, starting from the date when Party B fails to pay the transfer payment. If Party B has fulfilled all obligations as agreed in the contract, the guarantor’s guarantee responsibility will be terminated.
Handover: after all the objects transferred by Party B are transferred to Party B or a third party designated by Party B, both parties shall go to the site to handle the handover procedures, which shall be completed before December 31, 2022. Liability for breach of contract: if Party B fails to pay the price within the time limit agreed in this contract, Party A has the right to require Party B to pay liquidated damages at 0.03% of the overdue amount per day; If Party A fails to fulfill the obligation of cooperation in transfer registration, it shall pay liquidated damages at 0.03% of the total transfer price per day from the date of receiving the notice of assistance and cooperation from Party B until the date when Party A performs the obligation of assistance and cooperation; If the transfer of the subject matter cannot be transferred due to the reason of Party A, Party B has the right to terminate the contract and require Party A to return all the money immediately, and also has the right to require Party A to compensate Party B for its losses; If Party B violates the content of the payment method of this contract and fails to pay the transfer payment for more than 30 days, Party A has the right to terminate the contract and require Party B to bear 30% of the total contract amount as liquidated damages. If the liquidated damages cannot make up for Party A’s losses, Party B shall also bear all compensation liabilities; If Party A terminates the contract for Party B’s reason, Party B shall transfer the transfer object to Party A again, and Party B shall bear all transaction costs.
4、 Impact of this transaction on the company
This time, the company transfers part of the assets of the initial raised investment project and permanently replenishes the working capital with the recovered funds, which is in line with the company’s business development strategic plan, is conducive to further improve the management efficiency, reduce the management cost, facilitate centralized management, is conducive to the company’s sustainable development, has a positive impact on the company’s future financial situation and operating results, and will not have an adverse impact on the company’s existing business development and profitability, There is no situation that damages the interests of all shareholders.
5、 Opinions issued by independent directors and board of supervisors
(I) opinions of independent directors
The company’s external transfer of some assets of the investment project funded by the initial public offering meets the actual needs of the company’s business development, which is conducive to further improve the management efficiency, reduce the management cost, facilitate the centralized management of the company and facilitate the sustainable development of the company. The transaction price of relevant assets transferred to the outside world is determined according to the market-oriented principle, and there is no situation that damages the interests of the company and shareholders. The deliberation procedures of relevant matters comply with the provisions of relevant laws and regulations and the articles of association. We agree to the transfer of assets related to the investment project with raised funds, and submit relevant proposals to the general meeting of shareholders for deliberation.
(II) opinions of the board of supervisors
The board of supervisors believes that the transfer of some assets of the company’s investment projects funded by the initial public offering meets the actual needs of the company’s business development, which is conducive to further improve the management efficiency, reduce the management cost, facilitate the centralized management of the company and facilitate the sustainable development of the company. The transaction price of relevant assets transferred to the outside world is determined according to the market-oriented principle, and there is no situation that damages the interests of the company and shareholders. The deliberation procedures of relevant matters comply with the provisions of relevant laws and regulations and the articles of association, agree to the transfer of assets related to the investment project with raised funds, and submit relevant proposals to the general meeting of shareholders for deliberation.
It is hereby announced.
Zhejiang Youpon Integrated Ceiling Co.Ltd(002718)
