Securities code: Jinan High-Tech Development Co.Ltd(600807) securities abbreviation: Jinan High-Tech Development Co.Ltd(600807) Announcement No.: lin2022050 Jinan Chengdu Hi-Tech Development Co.Ltd(000628) Co., Ltd
Announcement on the proposed listing and transfer of 35% equity of Linyi feicui Real Estate Development Co., Ltd., a wholly-owned subsidiary of the company
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 contents and risk tips:
● Shandong Yong’an Real Estate Development Co., Ltd. (hereinafter referred to as “Yong’an real estate”), a wholly-owned subsidiary of the company, plans to publicly transfer 35% equity of Linyi feicui Real Estate Development Co., Ltd. (hereinafter referred to as “feicui real estate”) through Shandong property rights trading center, with a listing reserve price of 566916 million yuan.
● the counterparty of this equity transfer cannot be determined yet, and it is impossible to determine whether it constitutes a connected transaction. This transaction does not constitute a major asset restructuring.
● this transaction has been deliberated and approved at the 28th interim meeting of the 10th board of directors of the company.
● given that this transaction is a public listing transfer, there are uncertainties about whether the final transaction can be concluded, the transferee and the transaction amount, as well as the impact on the company’s performance, the company will timely perform the obligation of information disclosure according to the progress of the matter. 1、 Transaction overview
At present, the company is focusing on the development and operation of life and health park and industrial operation business to promote the positive transformation of the company. According to the needs of the company’s development strategy, in order to optimize the allocation of resources, according to the preliminary cooperation agreement and in combination with the actual situation of the project, Yong’an real estate plans to withdraw from the follow-up development of Linyi Yihe legend project. The company held the 28th interim meeting of the 10th board of directors on May 20, 2022. With 8 affirmative votes, 0 negative votes and 0 abstention votes, the proposal on reviewing the proposed listing and transfer of 35% equity of Linyi jadeite Real Estate Development Co., Ltd. by a wholly-owned subsidiary of the company was approved, and Yong’an real estate was approved to publicly transfer 35% equity of jadeite real estate through Shandong property rights trading center. According to the evaluation results, the listing reserve price was 566916 million yuan. At the same time, the management is authorized to handle all matters of this public listing transfer.
The transferee of this transaction has not been determined, so it is impossible to judge whether it constitutes a connected transaction. This transaction does not constitute a major asset reorganization. The directors agreed to promote the independent development of the company’s main business and support the healthy return of the company’s capital to the main business of the park as soon as possible; This transaction is conducted in the form of public listing transfer, and the listing price is based on the assessed value, which is in line with the relevant provisions on the disposal of state-owned assets of the enterprise, and there is no damage to the interests of the company and all shareholders; The convening and voting procedures of the board of directors are legal and effective, and comply with relevant laws, regulations, the articles of association and other relevant provisions.
2、 Counterparty information
This transaction is a publicly listed transaction, and the counterparty cannot be determined. Under the same conditions, Linyi longfengxing Yijing Real Estate Development Co., Ltd. and Shandong Zhiyuan Holding Group Co., Ltd. enjoy the preemptive right of assignment. The company will timely fulfill the obligation of information disclosure according to the progress of public listing.
3、 Basic information of transaction object
Jadeite real estate, unified social credit Code: 91371311ma3chqfb2t; Legal representative: Wang Yinuo; Registered capital: 71.6 million yuan, including 25.06 million yuan invested by Yong’an real estate, accounting for 35%, 36.54 million yuan invested by Linyi longfengxing Yijing Real Estate Development Co., Ltd., accounting for 51.03%, and 10 million yuan invested by Shandong Zhiyuan Holding Group Co., Ltd., accounting for 13.97%; Date of establishment: September 30, 2016; Legal address: 1-107, guanyaxingcheng guanyashangcheng, No. 18, Binhe East Road, Linyi Economic and Technological Development Zone, Shandong Province; Business scope: real estate development and sales. Due to the borrowing between the company and Jinan high tech Zone Dongfang microfinance Co., Ltd., Yong’an real estate provided mortgage guarantee with 35% equity of jadeite real estate.
Linyi Yihe legend project of jadeite real estate development, with a project area of 80888 square meters and a total construction area of 263700 square meters, including 196200 square meters of aboveground construction area, including 94000 square meters of residential area, 98000 square meters of commercial area and 4200 square meters of supporting facilities; The underground construction area is 67500 square meters, mainly including parking lot, storage room, supporting facilities, etc. At present, the residential plot sales of Linyi Yihe legend project has entered the final stage.
As of December 31, 2021, the total assets of jadeite real estate are 8904272 million yuan and the net assets are 809308 million yuan; In 2021, the company realized a revenue of 10000 yuan and a net profit of -212921 million yuan. (Unaudited)
As of March 31, 2022, the total assets of jadeite real estate are 8947536 million yuan and the net assets are 805121 million yuan; From January to March 2022, the company realized an income of RMB 0 million and a net profit of RMB -418700. (Unaudited)
4、 Evaluation of trading targets and base price of public listing
Yong’an real estate hired Shandong Huide Assets Appraisal Co., Ltd. to evaluate the value of all the shareholders’ equity of jadeite real estate and issued the asset appraisal report on the value of all the shareholders’ equity of Linyi jadeite Real Estate Development Co., Ltd. involved in the proposed transfer of equity by Shandong Yong’an Real Estate Development Co., Ltd. (Huide Ping Bao Zi [2021] No. 137). By adopting the asset-based method, on the benchmark date of June 30, 2021, the book value of the total assets of jadeite real estate is 871626700 yuan, and the appraisal value is 934807100 yuan. The appraisal value increases by 631804 million yuan compared with the book value, with a value-added rate of 7.25%; The book value of total liabilities is 7728312 million yuan, and the appraisal value is 7728312 million yuan, with no change in increase or decrease in value; The book value of net assets is 987955 million yuan, the appraisal value is 1619759 million yuan, and the appraisal appreciation is 631804 million yuan, with an appreciation rate of 63.59%.
According to the appraisal results, the appraisal value of all shareholders’ equity of jadeite real estate is 1619759 million yuan, the 35% equity value of jadeite real estate held by Yong’an real estate is 566916 million yuan, and the corresponding listing reserve price is 566916 million yuan.
5、 Main contents of the transaction agreement
This transaction is planned to be conducted through public listing transfer. The transaction agreement can only be signed after the transferee of the underlying equity is generated by performing the public listing transaction procedures. The main contents of the agreement such as the final counterparty, transfer price, delivery and transfer time shall be subject to the signed transaction agreement.
6、 Purpose of this transaction and its impact on the company
The company’s listing and transfer of jadeite real estate equity is based on the withdrawal agreed in the preliminary agreement, which is conducive to the company’s optimization of asset allocation and the return of funds, focusing on the development and operation of life and health park and industrial operation business, which is in line with the company’s development strategy and does not damage the interests of the company and all shareholders.
As this transaction is listed transfer, the final transaction and transaction price cannot be determined, and the impact on the company’s performance is uncertain. The details will be determined according to the actual transaction.
7、 Risk tips
The equity transfer is planned to be carried out through public listing. The transferee and the final transaction price and time have not been determined. There is uncertainty in this transaction. According to the follow-up progress of the matter, the company timely performs the obligation of information disclosure. Please pay attention to the investment risks.
The information disclosure media designated by the company are Shanghai Securities News, China Securities News and the website of Shanghai Stock Exchange. The information about the company shall be subject to the information published in the above designated media.
It is hereby announced.
Jinan Chengdu Hi-Tech Development Co.Ltd(000628) Co., Ltd
Board of directors
May 21, 2022
