Securities code: Jinan High-Tech Development Co.Ltd(600807) securities abbreviation: Jinan High-Tech Development Co.Ltd(600807) Announcement No.: pro 2022046 Jinan Chengdu Hi-Tech Development Co.Ltd(000628) Co., Ltd
Announcement of resolutions of the 28th interim meeting of the 10th board of directors
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.
The 28th interim meeting of the 10th board of directors of Jinan Chengdu Hi-Tech Development Co.Ltd(000628) Co., Ltd. (hereinafter referred to as ” Jinan High-Tech Development Co.Ltd(600807) ” or “the company”) was held at 10:00 on May 20, 2022 in conference room 1615, main office building, longaotian street, No. 1577, Longao North Road, Shunhua street, Jinan area, China (Shandong) pilot Free Trade Zone, in a combination of on-site and communication. There were 8 directors who should attend the meeting and 8 directors who actually attended the meeting. The company’s supervisors and the Secretary of the board of directors attended the meeting as nonvoting delegates, which met the requirements of the company law and the articles of association. The convener and moderator of the meeting is Mr. Jia Wei, chairman of the company.
After voting, the meeting formed the following resolutions:
1、 Deliberated and passed the proposal on reviewing the compliance of this major asset restructuring with relevant laws and regulations;
The net assets and operating income under the audited financial statements of the year 2021 of the assets to be sold in this transaction account for more than 50% of the relevant audited financial indicators of the listed company in that year, and the net assets exceed 50 million yuan. According to the relevant provisions of the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of major asset restructuring of listed companies and other laws, regulations and normative documents, Combined with the analysis and demonstration of the actual operation of the company and the matters related to this major asset reorganization, the board of Directors believes that this major asset reorganization of the company meets the substantive conditions specified in relevant laws, regulations and normative documents.
This proposal involves related party transactions, and related directors Mr. Wang Chengdong, Mr. Wu Baojian and Mr. Shen Ziyu abstained from voting.
Voting results: 5 in favor, 0 abstention and 0 against.
2、 Deliberated and passed the proposal on considering that the company’s major asset restructuring constitutes related party transactions;
The counterparty of this transaction is a wholly-owned subsidiary of Shandong Yulong Gold Co.Ltd(601028) (hereinafter referred to as ” Shandong Yulong Gold Co.Ltd(601028) “) a related listed company controlled by the same actual controller as Jinan High-Tech Development Co.Ltd(600807) Jinan High-Tech Development Co.Ltd(600807) . This transaction constitutes a related party transaction in accordance with the stock listing rules of Shanghai Stock Exchange and the guidelines for self discipline supervision of listed companies of Shanghai Stock Exchange No. 5 – transactions and related party transactions.
This proposal involves related party transactions, and related directors Mr. Wang Chengdong, Mr. Wu Baojian and Mr. Shen Ziyu abstained from voting.
Voting results: 5 in favor, 0 abstention and 0 against.
3、 The proposal on reviewing the company’s major asset sales and related party transactions was deliberated and adopted one by one;
The specific contents of this major asset sale and related party transactions are as follows:
1. Counterparty
The counterparty of this transaction is Yurun gold Pty Ltd (hereinafter referred to as “Yurun gold”), a wholly-owned subsidiary of Jinan High-Tech Development Co.Ltd(600807) affiliated listed company Shandong Yulong Gold Co.Ltd(601028) in Australia.
This proposal involves related party transactions, and related directors Mr. Wang Chengdong, Mr. Wu Baojian and Mr. Shen Ziyu abstained from voting.
Voting results: 5 in favor, 0 abstention and 0 against.
2. Underlying assets
The underlying asset of this transaction is 100% equity of nqm gold 2 Pty Ltd (hereinafter referred to as “nqm company” or “target asset”) held by CQT holdings Pty Limited (hereinafter referred to as “CQT company”), a wholly-owned subsidiary indirectly held by Jinan High-Tech Development Co.Ltd(600807) Jinan High-Tech Development Co.Ltd(600807) .
This proposal involves related party transactions, and related directors Mr. Wang Chengdong, Mr. Wu Baojian and Mr. Shen Ziyu abstained from voting.
Voting results: 5 in favor, 0 abstention and 0 against.
3. Transaction mode
Jinan High-Tech Development Co.Ltd(600807) sold 100% equity of nqm company held by CQT company, a wholly-owned subsidiary indirectly controlled by Jinan High-Tech Development Co.Ltd(600807) through non-public agreement transfer. The transferee was 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 transaction consideration was paid in cash. This transaction is the asset integration between holding enterprises within the same state funded enterprise, and does not involve new overseas investment.
Jinan High-Tech Development Co.Ltd(600807) indirectly holds the shares of CQT company through its wholly-owned subsidiary Shandong Tianye Gold Mining Co., Ltd. (hereinafter referred to as “Tianye gold”), and CQT company designated its parent company Tianye gold as the implementation subject and payee of this equity transfer, and signed the relevant agreements and authorization documents of this equity acquisition on its behalf.
Yurun gold designated Shandong Yulong Gold Co.Ltd(601028) as the implementation subject and payer of this equity acquisition, and signed relevant agreements and authorization documents on behalf of this equity acquisition.
This proposal involves related party transactions, and related directors Mr. Wang Chengdong, Mr. Wu Baojian and Mr. Shen Ziyu abstained from voting.
Voting results: 5 in favor, 0 abstention and 0 against.
4. Pricing basis and transaction consideration of the underlying assets
The transaction price of the subject assets is based on the appraisal results of the appraisal report issued by the asset appraisal institution with securities and futures business qualification and filed by Jinan High-Tech Development Co.Ltd(600807) Holding Group Co., Ltd. (hereinafter referred to as “Jigao holding”). According to the assets appraisal report on the project of Jinan Chengdu Hi-Tech Development Co.Ltd(000628) Co., Ltd. to sell 100% equity of nqm gold 2 Pty Ltd. (Zhonglian pingbao Zi [2021] No. 4033) issued by the appraisal institution and filed with economic high holdings, taking June 30, 2021 as the appraisal base date, the appraisal result of the assets to be sold in this transaction is RMB 902824600. By transaction
This proposal involves related party transactions, and related directors Mr. Wang Chengdong, Mr. Wu Baojian and Mr. Shen Ziyu abstained from voting. Voting results: 5 in favor, 0 abstention and 0 against.
5. Payment method and arrangement of this transaction
According to the appraisal results, the transaction consideration of the target assets is 9028246 million yuan. The consideration of this transaction will be paid in two times, specifically: 50% of the transfer price, i.e. RMB 451412300, will be paid within 5 working days from the date of deliberation and approval by both Shandong Yulong Gold Co.Ltd(601028) and Jinan High-Tech Development Co.Ltd(600807) shareholders’ meeting; Within 10 working days from the date of delivery of the target assets, pay the remaining 50% of the transfer price, i.e. RMB 451412300.
This proposal involves related party transactions, and related directors Mr. Wang Chengdong, Mr. Wu Baojian and Mr. Shen Ziyu abstained from voting.
Voting results: 5 in favor, 0 abstention and 0 against.
6. Transaction tax arrangement
Each party shall bear the taxes and expenses related to this transaction in accordance with the applicable laws and regulations. Including but not limited to: the Seller shall pay the taxes payable by the seller in connection with this transaction; The stamp duty payable in this transaction shall be paid by the buyer.
This proposal involves related party transactions, and related directors Mr. Wang Chengdong, Mr. Wu Baojian and Mr. Shen Ziyu abstained from voting.
Voting results: 5 in favor, 0 abstention and 0 against.
7. Profit and loss in transition period
During the transition period from the benchmark date of the target company to the completion of the shareholder change registration procedures, the profits generated by the target company are enjoyed by Yurun gold, and the losses are made up by Jinan Gao Shenzhen New Land Tool Planning &Architectural Design Co.Ltd(300778) Construction Development Co., Ltd. (hereinafter referred to as “high tech urban construction”) in cash. High tech urban construction shall pay the loss amount to Shandong Yulong Gold Co.Ltd(601028) , within 30 working days from the date of issuing the special audit report on the profit and loss of the target company during the transition period.
This proposal involves related party transactions, and related directors Mr. Wang Chengdong, Mr. Wu Baojian and Mr. Shen Ziyu abstained from voting.
Voting results: 5 in favor, 0 abstention and 0 against.
8. Performance commitment and performance compensation
(1) Performance commitment
The total committed cumulative net profit of the target company in 2022, 2023 and 2024 is about $116 million, which is no less than $36 million in 2022, no less than $39 million in 2023 and no less than $41 million in 2024 respectively.
(2) Performance compensation
1) Hi Tech urban construction, Shandong Yulong Gold Co.Ltd(601028) , Jinan High-Tech Development Co.Ltd(600807) smart Valley Investment Real Estate Co., Ltd. (hereinafter referred to as “hi tech smart Valley”)
In 2022, 2023 in the second year and 2024 in the third year (hereinafter referred to as “the current year”) and three years after the expiration of the performance commitment, the special audit report (hereinafter referred to as “the special audit report”) shall be issued, The difference between the actual net profit of the target company and the committed net profit after the expiration of each year and three years shall be determined according to the special audit results of the special audit report.
2) During the performance commitment period, if the target company fails to realize the promised net profit of the current year in the first year, but by the end of the current year, the target company has realized more than 80% (including this amount), the compensation can be exempted temporarily in the current year; The net profit of the company in the first two years (including the accumulative amount of the promised net profit in the second year) is more than 80%, but less than 80% of the net profit in the second year; Subsequently, according to the accumulated actual net profit realized during the three-year commitment period, if the accumulated committed net profit is not completed, the compensation amount shall be calculated at one time after the expiration of the three-year commitment period.
3) During the performance commitment period, if the target company fails to realize the committed net profit of the current year, and the cumulative committed net profit of the target company is less than 80% by the end of the current year, the compensation amount shall be calculated according to the following formula:
Amount to be compensated = cumulative committed net profit of the target company as of the end of the current year – cumulative realized net profit of the target company as of the end of the current year – amount compensated.
4) If performance compensation is required in the current year, the compensation amount in the current year shall be converted into RMB at the average exchange rate of Australian dollar to RMB in the 12 months of the current year. If the compensation amount is calculated at one time after the expiration of three years, the accumulated compensation amount in three years shall be converted into RMB at the average exchange rate of Australian dollar to RMB in 12 months of the third year.
5) During the performance commitment period, if the net profit realized by the target company in the current year exceeds the net profit committed in the current year, the amount of compensation payable in the current year shall be taken as 0.
6) When the performance commitment expires, according to the special audit report, if the net profit of the performance commitment completed in three years exceeds the total net profit of the three years, the excess part compensated during the performance commitment period shall be returned to the performance indemnifier hi tech urban construction and the difference indemnifier hi tech smart Valley in one time within 30 working days from the date of issuing the special audit report, High tech smart Valley, which compensates for the difference, has the right to recover the compensated amount first.
(3) Compensation mode
When the target company triggers the performance compensation conditions during the performance commitment period, high tech urban construction shall compensate Shandong Yulong Gold Co.Ltd(601028) in the way agreed in the agreement within 30 working days from the date of issuing the special audit report on the achievement of performance commitments in each year, and high tech wisdom valley shall bear the liability for the difference compensation for the part that high tech urban construction cannot compensate.
This proposal involves related party transactions, and related directors Mr. Wang Chengdong, Mr. Wu Baojian and Mr. Shen Ziyu abstained from voting.
Voting results: 5 in favor, 0 abstention and 0 against.
4、 Deliberated and passed the proposal on deliberation of the report on major asset sales and related party transactions of Jinan Chengdu Hi-Tech Development Co.Ltd(000628) Co., Ltd. (Draft) and its summary;
In accordance with the requirements of relevant laws, regulations and normative documents such as the measures for the administration of major asset restructuring of listed companies, the company has prepared the report on major asset sale and related party transactions of Jinan Chengdu Hi-Tech Development Co.Ltd(000628) Co., Ltd. (Draft) and its abstract on this major asset sale and related party transactions. For details, see the report on major asset sales and related party transactions of Jinan Chengdu Hi-Tech Development Co.Ltd(000628) Co., Ltd. (Draft) and its abstract disclosed on the same day.
This proposal involves related party transactions, and related directors Mr. Wang Chengdong, Mr. Wu Baojian and Mr. Shen Ziyu abstained from voting.
Voting results: 5 in favor, 0 abstention and 0 against.
5、 Deliberated and passed the proposal on reviewing the signing of supplementary agreement I of equity transfer agreement with effective conditions between the wholly-owned subsidiary of the company and relevant parties;
On December 29, 2021, Tianye gold, a wholly-owned subsidiary of the company, and CQT company, a wholly-owned subsidiary indirectly held by the company, signed the equity transfer agreement with Shandong Yulong Gold Co.Ltd(601028) and Yurun gold, which deals with the transaction scheme, transaction consideration and payment method, period profit and loss arrangement, creditor’s rights and debts treatment and personnel placement, transition period arrangement, change, cancellation and termination of the agreement, application of law and dispute resolution The effective terms of the agreement have been agreed. Now, after negotiation between the parties to the equity transfer agreement, it is proposed to sign supplementary agreement I of the equity transfer agreement to modify and supplement the terms such as transaction consideration and payment method.
This proposal involves related party transactions, and related directors Mr. Wang Chengdong, Mr. Wu Baojian and Mr. Shen Ziyu abstained from voting.
Voting results: 5 in favor, 0 abstention and 0 against.
6、 Deliberated and passed the proposal on reviewing the compliance of this major asset reorganization with the provisions of Article 4 of the provisions on regulating the major asset reorganization of listed companies;
According to the requirements of the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies, after careful judgment, the board of directors of the company believes that this transaction complies with the provisions of Article 4 of the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies.
This proposal involves related party transactions, and related directors Mr. Wang Chengdong, Mr. Wu Baojian and Mr. Shen Ziyu abstained from voting.
Voting results: 5 in favor, 0 abstention and 0 against.
7、 Deliberated and passed the proposal on reviewing the reorganization and listing of the company’s major asset reorganization that does not fall under the provisions of Article 13 of the measures for the administration of major asset reorganization of listed companies;
According to the transaction plan, this transaction does not involve the issuance of shares by listed companies and will not lead to changes in the equity structure of listed companies. Before and after this transaction, the controlling shareholders of the listed company are high tech urban construction and its persons acting in concert, and the actual controllers are the Management Committee of Jinan High-Tech Development Co.Ltd(600807) Technology Industrial Development Zone. This transaction will not lead to the change of the control right of the listed company. The board of directors believes that the completion of this transaction will not lead to the change of the controlling shareholder and actual controller of the company. After careful judgment, This transaction does not constitute the reorganization and listing specified in Article 13 of the measures for the administration of major asset reorganization of listed companies.
For details, please refer to the statement of the board of directors of Jinan Chengdu Hi-Tech Development Co.Ltd(000628) Co., Ltd. that this transaction does not constitute reorganization and listing disclosed on the same day.
