Securities abbreviation: Chongqing Changan Automobile Company Limited(000625) (Chang’an b) securities code: Chongqing Changan Automobile Company Limited(000625) (200625) Announcement No.: 202235 Chongqing Changan Automobile Company Limited(000625)
Announcement on the asset disposal of tea garden plant and the signing of collection and storage agreement
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
In order to implement urban renewal, Chongqing Jiangbei District government designated its subordinate unit Chongqing Jiangbei District Urban Development Group Co., Ltd. (hereinafter referred to as “District Urban Development Group”) to be responsible for the collection and storage of land and houses in the area of Chang’an No. 3 factory Buildings, structures and related ancillary facilities of Chongqing Changan Automobile Company Limited(000625) (hereinafter referred to as ” Chongqing Changan Automobile Company Limited(000625) ” or “the company”) are included in the scope of collection and storage. The company plans to sign the house purchase and storage agreement of urban renewal project in Chang’an No. 3 factory area with Qu chengkai group. The purchase and storage of Chongqing Changan Automobile Company Limited(000625) can obtain a compensation price of 605017200 yuan. The 40th meeting of the 8th board of directors of the company deliberated and adopted the proposal on asset disposal of tea garden plant and signing the purchase and storage agreement. The voting results: 15 in favor, 0 against and 0 abstention. This matter does not constitute a related party transaction or a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies. There are no major legal obstacles to the implementation of the transaction and there is no need to submit it to the general meeting of shareholders for approval.
2、 Basic information of the counterparty
1. Enterprise Name: Chongqing Jiangbei Urban Development Group Co., Ltd
2. Nature of enterprise: limited liability company (sole proprietorship of legal person)
3. Registered address and main office location: floor 21, No. 2, Yanghe Road, Jiangbei District, Chongqing
4. Legal representative: Chen Helu
5. Registered capital: 1 billion yuan
6. Unified social credit Code: 91500105621919159p
7. Business scope: General freight; Landscaping design (for projects that must be approved according to law, business activities can be carried out only after being approved by relevant departments. The specific business projects shall be subject to the approval documents or licenses of relevant departments). General items: comprehensive development, sales and leasing of real estate (operated with the qualification certificate of comprehensive development of urban construction); Make use of the enterprise’s own funds to invest abroad (not engaged in absorbing public deposits or absorbing public deposits in a disguised form, issuing loans, securities, futures and other financial businesses); Landscaping construction; Engage in construction related business (practice with qualification certificate); Warehousing services (excluding hazardous chemicals); Land improvement; Organize and implement urban infrastructure construction entrusted by the government; Undertake approved cultural and artistic exchange activities; Scientific and technological consultation (except for projects subject to approval according to law, carry out business activities independently according to law with business license).
8. Date of establishment: May 8, 1996
9. Main shareholder: Chongqing Jiangbei state owned Capital Operation Management Group Co., Ltd., with a shareholding ratio of 100%. 10. DCK group has no relationship with the company and its top ten shareholders in terms of property rights, business, assets, creditor’s rights and debts, personnel, etc., and there are no other relationships that may or have caused the listed company to favor its interests.
11. The main financial indicators are as follows:
Unit: Yuan
Project December 31, 2021 / year 2021
(audited)
Total assets 627770290641
Total liabilities 344780473750
Net assets 282989816891
Operating income 16194424691
Net profit -528195817
12. Upon inquiry, the district chengkai group is not the person subject to execution for dishonesty.
3、 Basic information of transaction object
1. Overview of the underlying assets
The assets collected and stored this time are 75 buildings (with an area of 1477716 square meters), 25 structures and 50 ancillary facilities with the ownership of Chongqing Changan Automobile Company Limited(000625) on the land in Chang’an No. 3 factory area, Jiangbei District, Chongqing. The original value of the assets totaled 321.57 million yuan. By the end of December 2021, the accumulated depreciation was 227.45 million yuan, the net book value was 94.12 million yuan, the impairment provision was 36.24 million yuan, and the book value was 57.88 million yuan.
2. Description of ownership status
The property rights of the above assets are clear, there is no mortgage, pledge or other third-party rights, there are no major disputes, litigation or arbitration matters, seizure, freezing and other judicial measures, and there are no other circumstances that hinder the transfer of ownership.
4、 Main contents of purchase and storage agreement
1. Subject of agreement
Party A: Chongqing Jiangbei Urban Development Group Co., Ltd
Party B: Chongqing Changan Automobile Company Limited(000625)
2. Collect and store the subject matter
Buildings (with an area of 1477716 square meters), structures and related ancillary facilities located on the land of Chang’an No. 3 factory area.
3. Purchase and storage price
According to the current housing expropriation policies and compensation standards on state-owned land in Chongqing and Jiangbei District, Party A and Party B jointly confirm that the total collection and storage price is RMB 605017200.
4. Payment plan and payment method
Party A shall pay Party B the full price in cash before September 30, 2022, i.e. RMB 605017200.
5. Rights and obligations of Party A and Party B
(1) After signing the handover confirmation, Party B shall apply for the cancellation of property rights in accordance with the notification requirements of Party A. (2) Party B guarantees that the ownership of aboveground buildings (structures) and ancillary facilities within the scope of collection and storage is clear, with complete disposal right, without any mortgage, seizure or other restrictions on rights.
(3) From the date of signing the agreement, Party B shall not dispose of the aboveground buildings (structures) and ancillary facilities within the scope of collection and storage.
(4) Party A guarantees to pay the purchase and storage price in accordance with the agreement.
6. Effective conditions and time of the agreement
It shall be established from the date when the legal representatives or authorized representatives of both parties sign and affix their official seals, and shall take effect after the government policies are determined.
5、 Other arrangements for transactions
This transaction does not involve personnel resettlement, land leasing, debt restructuring, etc., and there are no other arrangements such as equity transfer of listed companies or senior personnel change plans.
6、 Purpose of this transaction and its impact on Chongqing Changan Automobile Company Limited(000625)
This transaction is conducive to revitalize Chongqing Changan Automobile Company Limited(000625) stock assets, effectively implement Chongqing Changan Automobile Company Limited(000625) the third entrepreneurial transformation layout, and comply with the guidance and policy support of Jiangbei District Government of Chongqing. After deducting the book value of assets and disposal taxes from the price expected to be received for this asset disposal, it is expected to increase Chongqing Changan Automobile Company Limited(000625) net profit of 356420 million yuan, which shall be subject to the audit results of the auditor of the company’s annual report. The counterparty is in good credit condition and has good performance ability.
7、 Documents for future reference
1. Resolutions of the 40th meeting of the 8th board of directors;
2. Agreement on house purchase and storage of urban renewal project in Chang’an No. 3 factory area.
It is hereby announced
Chongqing Changan Automobile Company Limited(000625) board of directors may 21, 2022
