Stock Code: Shanghai Sk Automation Technology Co.Ltd(688155) stock abbreviation: Shanghai Sk Automation Technology Co.Ltd(688155) listing place: Shanghai Stock Exchange Shanghai Sk Automation Technology Co.Ltd(688155) major asset purchase report (Draft) summary
Name of the counterparty of the underlying asset
51% equity of Ningde Dongheng Machinery Co., Ltd. Shi Zenghui, Lin Chenbin and Lin Liju
Independent financial advisor
May, 2002
Company statement
The company and all directors, supervisors and senior managers promise that the summary of Shanghai Sk Automation Technology Co.Ltd(688155) major asset purchase report (Draft) (hereinafter referred to as “the summary of this report”) and its contents are true, accurate and complete, without false records, misleading statements or major omissions, and bear individual and joint legal liabilities for its authenticity, accuracy and completeness.
The company and all directors, supervisors and senior managers promise that there are no false records, misleading statements or major omissions in the information disclosure and application documents of this transaction. If this transaction is filed for investigation by the judicial organ or the CSRC due to the suspected false records, misleading statements or major omissions of the information provided or disclosed, I will suspend the transfer of shares with interests in the company until the conclusion of the case investigation is clear.
The effectiveness and completion of this transaction have yet to be approved by the relevant examination and approval authorities. Any decision or opinion made by the examination and approval authority on matters related to this transaction does not indicate that it makes a substantive judgment or guarantee on the value of the company’s shares or the income of investors. Any statement to the contrary is a false statement.
After the completion of this transaction, the company shall be responsible for the changes of the company’s operation and income; The investor shall be responsible for the investment risk caused by this transaction. When evaluating the company’s transaction, in addition to the summary of this report and the relevant documents disclosed at the same time with the summary of this report, investors should also seriously consider the risk factors disclosed in the summary of this report. If investors have any questions about the summary of this report, they should consult their own stockbrokers, lawyers, professional accountants or other professional consultants.
In addition to the major uncertainties in this transaction stated above, this transaction may have an impact on the production and operation, financial status and sustainable profitability of the restructured listed company. For relevant risk factors and matters requiring investors’ key attention, please refer to “major risk tips” in the summary of this report.
Counterparty statement
The counterparty will timely provide the listed company, relevant regulatory authorities and Shanghai stock exchange with the information related to this transaction, and ensure that the information provided is true, accurate and complete without false records, misleading statements or major omissions. If the information provided has false records, misleading statements or major omissions, and causes losses to the listed company or investors, it will be liable for compensation according to law.
Statement of securities service agency
The company / the office and the handling personnel agree that Shanghai Sk Automation Technology Co.Ltd(688155) in this report and its abstract, quote the documents issued by the company / the office, and ensure that the relevant contents of the referenced documents have been reviewed by the company / the office, confirm that the documents will not have false records, misleading statements or major omissions due to the quotation of the above contents, and bear corresponding legal liabilities for their authenticity, accuracy and completeness.
catalogue
The company declares that 2. The counterparty declares that 3. Statement of securities service organization 4 catalog Section 1 tips on major issues six
1、 Overview of this transaction plan six
2、 Evaluation and pricing of the underlying assets six
3、 This transaction does not constitute a connected transaction six
4、 This transaction constitutes a major asset restructuring seven
5、 This transaction does not constitute reorganization and listing seven
6、 The payment method of this transaction seven
7、 Performance compensation arrangements and excess reward arrangements eight
8、 The impact of this transaction on listed companies twelve
9、 The approval procedures that have been performed and still need to be performed in this transaction thirteen
10、 Important commitments made by the parties involved in this transaction fourteen
11、 Principled opinions of the actual controller of the company on this transaction 26 XII. Share reduction plan of the company’s controlling shareholders and their persons acting in concert, directors, supervisors and senior managers from the date of deliberation by the board of directors to the completion of the implementation of the transaction twenty-six
13、 Arrangements for the protection of the rights and interests of small and medium-sized investors in this transaction twenty-seven
14、 Profit and loss arrangements during the transition period Section 2 major risk tips thirty
1、 Risks associated with this transaction thirty
2、 Business and operational risks of the subject company thirty-three
3、 Other risks Section 3 overview of this transaction thirty-eight
1、 Background, purpose and synergy of this transaction thirty-eight
2、 Decision making process and approval of this transaction forty-five
3、 The specific scheme of this transaction forty-five
4、 The impact of this transaction on listed companies fifty-one
Section I tips on major issues
The purpose of the summary of the report on major asset restructuring is only to provide the public with a brief information about the restructuring, and does not include all parts of the full text of the report on major asset restructuring. Investors are specially reminded to carefully read the full text of the report on major asset restructuring and pay special attention to the following matters:
The words or abbreviations mentioned in this part have the same meaning as the words or abbreviations mentioned in the “interpretation” of the major asset purchase report (Draft).
1、 Overview of the transaction scheme
The total amount of equity of Lin Hengde and Lin Ningbin to be purchased in this transaction is 81.6 million yuan in cash. After the completion of this transaction, the listed company will hold 51% equity of Ningde Dongheng and become its controlling shareholder. The specific purchase and payment details are as follows: unit: 10000 yuan
The name of the counterparty holds the proportion of the equity of the target company, the proportion of the equity of the target company sold this time, and the transaction price
Shi Zenghui 70.00% 21.00% 3360000
Lin Chenbin 20.00% 20.00% 3200000
Lin Liju 10.00% 10.00% 1 Shanghai Pudong Development Bank Co.Ltd(600000)
Total 100.00% 51.00% 8160000
This transaction is a cash transaction and does not involve the issuance of shares, which will not lead to the change of control of the listed company.
2、 Evaluation and pricing of the underlying assets
According to the appraisal report issued by jiace appraisal, as of December 31, 2021, through the income method, the appraisal value of Ningde Dongheng’s net assets is 1640 million yuan, which is 1557393200 yuan higher than the book net assets of the parent company of 820668 million yuan, with an appreciation rate of 188531%; Compared with the consolidated net book assets of 271481 million yuan, the estimated value-added was 1368519 million yuan, with a value-added rate of 504.09%.
According to the evaluation results, both parties agreed through consultation that the final price of 51% equity of Ningde Dongheng in this transaction is 816 million yuan.
3、 This transaction does not constitute a connected transaction
The listed company and its controlling shareholders, actual controllers, shareholders holding more than 5%, directors, supervisors and senior managers have no affiliated relationship with the counterparty and the target company. This transaction does not involve the issuance of shares by the listed company.
4、 This transaction constitutes a major asset restructuring
According to the audited financial data of the listed company and the target company in 2021 and the transaction price, and in combination with the provisions of articles 12 and 14 of the reorganization management measures, the relevant indicators calculated by total assets, net assets and operating income are as follows:
Unit: 10000 yuan
Proportion of standard indexes selected by listed companies of target companies in this transaction price index
Total assets 7302384209905138160 Jiangsu Nonghua Intelligent Agriculture Technology Co.Ltd(000816) 0000 38.87%
Net assets 2714810120696628160 Jiangsu Nonghua Intelligent Agriculture Technology Co.Ltd(000816) 0000 67.61%
Operating income 904193811019812 – 9041938 82.05%
According to the calculation results in the above table, the latest audited net assets and operating income of Ningde Dongheng account for more than 50% of the relevant indicators of the audited consolidated financial report of the listed company in the latest fiscal year, and both exceed 50 million yuan. According to the reorganization management measures and special provisions on major asset reorganization of listed companies on the science and innovation board, this transaction constitutes the major asset reorganization of the listed company specified by the CSRC.
5、 This transaction does not constitute reorganization and listing
This transaction is a cash acquisition of assets and does not involve the issuance of shares by listed companies. Before and after this transaction, the actual controllers of the listed company were pan Yanqing and Wang Yinglin, and there was no change. Therefore, this transaction will not lead to the change of the control right of the listed company and does not constitute the reorganization and listing.
6、 Payment method of this transaction
The listed company pays the transaction consideration to the counterparty in cash.
(I) installment payment arrangement
1. After the transaction agreement takes effect, and within 10 working days after the target company completes the industrial and commercial change registration and filing procedures required by the transaction, the listed company shall pay the first phase of transaction consideration to the counterparty, which is 50.01% of the transaction consideration, i.e. 408081600 yuan;
2. Before June 30, 2023, the listed company shall pay the second transaction consideration to the counterparty, which is the remaining part of the transaction consideration, i.e. 4079184 million yuan.
(II) payment object and payment method
According to the consideration and installment payment arrangement of this transaction determined by all parties, the details of the listed company purchasing 51% equity of Ningde Dongheng from the counterparty in cash are as follows:
Unit: 10000 yuan
Serial number name transfer target company phase I transaction consideration phase II transaction consideration total transaction consideration company equity proportion amount
1 Shi Zenghui 21.00% 168033616796643360000
2 Lin Chenbin 20.00% 1 Shanghai Zhenhua Heavy Industries Co.Ltd(600320) 15996803200000
3 Lin Liju 10.00% 8001607998401 Shanghai Pudong Development Bank Co.Ltd(600000)
Total 51.00% 408081640791848160000
7、 Performance compensation arrangement and excess reward arrangement
(I) performance commitment
1. Shi Zenghui promised that the net profit of the target company in 2022 would not be less than 150 million yuan; The promised net profit in 2023 shall not be less than 160 million yuan; The net profit promised in 2024 is no less than 170 million yuan.
2. The commitment to the above net profit is calculated based on the lower one before and after deducting non recurring profits and losses. (II) determination of difference between actual net profit and committed net profit
1. The listed company and Shi Zenghui agree that within four months after the end of fiscal years 2022, 2023 and 2024, the accounting firm with securities business qualification hired by the listed company shall audit the actual net profit of the target company and issue a special report with consolidated caliber. The issuance time of the above report shall not be later than the issuance time of the corresponding annual audit report of the listed company, The listed company shall separately disclose the difference between the actual net profit of the target company and the promised net profit of Shi Zenghui in the corresponding annual report.
2. The actual net profit of the target company during the commitment period shall be calculated and determined according to the following standards:
(1) Of the subject company and its subsidiaries
