Notice of the board of directors of Jinan Chengdu Hi-Tech Development Co.Ltd(000628) Co., Ltd
Description of assets purchased or sold within 12 months before this major asset restructuring Jinan Chengdu Hi-Tech Development Co.Ltd(000628) Co., Ltd. (hereinafter referred to as " Jinan High-Tech Development Co.Ltd(600807) " or "the company") intends to sell 100% equity of nqm company held by CQT company, a wholly-owned subsidiary indirectly controlled by it, by means of non-public agreement transfer (hereinafter referred to as "target assets" and "nqm"), The transferee is Yurun gold, a wholly-owned subsidiary indirectly controlled by Jinan High-Tech Development Co.Ltd(600807) affiliated listed company Shandong Yulong Gold Co.Ltd(601028) and the counterparty Yurun gold pays in cash (hereinafter referred to as "this transaction"), which constitutes a major asset restructuring. The company's purchases and sales of assets within 12 months before the transaction are as follows:
On March 1, 2021, Jinan High-Tech Development Co.Ltd(600807) the 11th interim meeting of the 10th board of directors deliberated and adopted the announcement on the review of the company and its holding subsidiary's acquisition of part of the equity of Huangshan Lantian Tianxiang Agricultural Technology Development Co., Ltd. to participate in the pastoral complex PPP project, It is agreed that Jinan High-Tech Development Co.Ltd(600807) and its holding subsidiary exuberant ecological environment Co., Ltd. (hereinafter referred to as "exuberant ecology") acquire 80% equity of Huangshan Lantian Tianxiang Agricultural Technology Development Co., Ltd. (hereinafter referred to as "Huangshan Lantian Tianxiang" or "project company"), of which exuberant ecology acquires 60% equity and Jinan High-Tech Development Co.Ltd(600807) acquires 20% equity, and the above equity transfer amount is 0 yuan. Exuberant ecology shall pay the registered capital of 21.96 million yuan within 30 days from the date of equity change registration, and the remaining registered capital shall be paid in installments by Jinan High-Tech Development Co.Ltd(600807) and exuberant ecology After Jinan High-Tech Development Co.Ltd(600807) and exuberant ecology acquire the equity of Huangshan Lantian Tianxiang, they will generally inherit all the rights and obligations of the original shareholders in the PPP project contract of Lantian Taoyuan pastoral complex in she County, Huangshan City, Anhui Province. On March 24, 2021, the project company has gone through the industrial and commercial registration procedures for this equity change. The transaction does not constitute a major asset restructuring.
On April 9, 2021, Jinan High-Tech Development Co.Ltd(600807) the 14th interim meeting of the 10th board of directors and the 7th interim meeting of the board of supervisors deliberated and approved the proposal on the company's transfer of equity and related party transactions of Jinan high tech Zone Tianye microfinance Co., Ltd., and agreed that Jinan High-Tech Development Co.Ltd(600807) will transfer 95% equity of Jinan high tech Zone Tianye microfinance Co., Ltd. (hereinafter referred to as "small loan company") to high tech urban construction, The transaction price is 208040500 yuan. The transaction price is based on the asset appraisal report on the value of all shareholders' equity of Jinan high tech Zone Tianye microfinance Co., Ltd. involved in the equity to be transferred by Jinan Chengdu Hi-Tech Development Co.Ltd(000628) Co., Ltd. issued by Zhongming international asset appraisal (Beijing) Co., Ltd. and determined by both parties through negotiation. After the completion of the transaction, Jinan High-Tech Development Co.Ltd(600807) will no longer hold the equity of the small loan company. On April 19, 2021, Jinan High-Tech Development Co.Ltd(600807) held the second extraordinary general meeting of shareholders in 2021 to consider and approve the proposals related to the above matters. As of the date of this report, the small loan company has not completed the transfer procedures. The transaction does not constitute a major asset restructuring.
Jinan High-Tech Development Co.Ltd(600807) held the 23rd extraordinary meeting of the 10th board of directors on December 7, 2021 and the 4th extraordinary general meeting of shareholders in 2021 on December 27, 2021, and deliberated and adopted the proposal on the acquisition of part of the equity and related transactions of Shandong aikewei Biotechnology Co., Ltd. by subsidiaries of the company, It is agreed that the wholly-owned subsidiary of the listed company Jinan High-Tech Development Co.Ltd(600807) Industrial Development Co., Ltd. (hereinafter referred to as "Jigao industry") will sign the equity transfer agreement and equity pledge contract with relevant parties. The parties agree that Jigao industry plans to invest 228.65 million yuan, Jinan High-Tech Development Co.Ltd(600807) Financial Investment Co., Ltd. plans to invest 139.2 million yuan, and Jinan High-Tech Development Co.Ltd(600807) Shenghe Development Co., Ltd. plans to invest 136.15 million yuan, Acquire 60% equity of Shandong aikewei Biotechnology Co., Ltd. (hereinafter referred to as "aikewei biology") held by Xilong Scientific Co.Ltd(002584) (hereinafter referred to as " Xilong Scientific Co.Ltd(002584) ). After the acquisition, Jigao industry will hold 272202% equity of aikewei biology. At the same time, it will also remove the usufruct corresponding to the remaining equity held by Xilong Scientific Co.Ltd(002584) and All rights other than the disposal right (except for the disposal caused by the failure to reach the performance commitment compensation) are unconditionally and irrevocably entrusted to Jigao industry to exercise on its behalf. This transaction does not constitute a major asset restructuring. The related party transaction has been deliberated and approved by the audit committee of the listed company, and the independent directors of the listed company have approved it in advance and expressed their agreed independent opinions. On February 16, 2022, aikewei biological went through the industrial and commercial change registration procedures for this equity transfer.
In addition to the above transactions, the company has not completed any other major asset purchase or sale within 12 months before this major asset restructuring, nor has there been any asset purchase or sale related to this restructuring.
It is hereby explained.
Jinan Chengdu Hi-Tech Development Co.Ltd(000628) Co., Ltd
Board of directors
May 20, 2022
