Company securities code: 002416 securities abbreviation: Shenzhen Aisidi Co.Ltd(002416) Announcement No.: 2022-003 Shenzhen Aisidi Co.Ltd(002416)
Announcement on the transfer of equity of its participating companies by wholly-owned subsidiaries
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.
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Transaction summary: Shenzhen Aisidi Co.Ltd(002416) (hereinafter referred to as "the company"), a wholly-owned subsidiary of Tibet love Communication Co., Ltd. (hereinafter referred to as "Tibet love"), intends to transfer 100 million shares of Huagui Life Insurance Co., Ltd. (hereinafter referred to as "Huagui life") held by it to Shanghai Aj Group Co.Ltd(600643) (hereinafter referred to as " Shanghai Aj Group Co.Ltd(600643) ") at the price of 1.28 yuan / share, accounting for 10% of the issued shares of Huagui life, The transfer price is 128 million yuan. This transaction does not constitute a connected transaction or a major asset restructuring.
Risk warning: this transaction still requires other shareholders of Huagui life who have the right of preemption to give up the right of preemption, and also requires the approval of Bank Of China Limited(601988) Insurance Regulatory Commission or its dispatched office.
Implementation procedure: this transaction has been deliberated and approved at the 22nd (Interim) meeting of the Fifth Board of directors of the company, and it is not necessary to submit it to the general meeting of shareholders of the company for deliberation.
1、 Overview of this transaction
In order to optimize the industrial layout and focus on the core business, Tibet love, a wholly-owned subsidiary of the company, plans to transfer its 100 million shares of Huagui life insurance to Shanghai Aj Group Co.Ltd(600643) at the price of 1.28 yuan / share, accounting for 10% of the issued shares of Huagui life insurance, and the transfer price is 128 million yuan. Tibet cuaihe Shanghai Aj Group Co.Ltd(600643) will sign the share transfer agreement on Huagui Life Insurance Co., Ltd. (hereinafter referred to as the "transfer agreement"), which will come into force after being reviewed and approved by the board of directors of both parties. After the equity transfer is completed, Tibet love will no longer hold any shares of Huagui life.
On January 17, 2022, the 22nd (Interim) meeting of the Fifth Board of directors held by the company deliberated and adopted the proposal on the transfer of equity of its participating companies by wholly-owned subsidiaries. For the specific contents, see the relevant announcement disclosed on the information disclosure website designated by the CSRC on the same day. This transaction does not need to be submitted to the general meeting of shareholders for deliberation. This transaction still requires other shareholders of Huagui life who have the right of preemption to give up the right of preemption, and also requires the approval of Bank Of China Limited(601988) Insurance Regulatory Commission or its dispatched office.
The company does not provide guarantee and entrusted financial management for Huagui life, and Huagui life does not occupy the company's funds. This transaction has no major legal obstacles, does not constitute a connected transaction, nor does it constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies.
2、 Basic information of the counterparty
1. Enterprise name: Shanghai Aj Group Co.Ltd(600643)
2. Enterprise type: joint stock limited company (listed company)
3. Date of establishment: September 22, 1979
4. Registered address: No. 168, Taigu Road, Pudong New Area, Shanghai
5. Office address: No. 746, Zhaojiabang Road, Xuhui District, Shanghai
6. Legal representative: Wang junjin
7. Registered capital: 1621922452 yuan
8. Unified social credit Code: 91310000132206393x
9. Main business: licensed items: import and export of goods. (for projects subject to approval according to law, business activities can be carried out only after being approved by relevant departments, and the specific business projects shall be subject to the approval documents or licenses of relevant departments) general projects: industrial investment and investment management; Business consultation; Sales of reinforcement products for construction; Sales of building materials; Sales of coal and coal products; Sales of metal materials; Sales of chemical products (excluding licensed chemical products); Sales of petroleum products (excluding hazardous chemicals). (except for the items that must be approved according to law, the company shall independently carry out business activities according to law with its business license)
10. Information of top ten shareholders (as of September 30, 2021)
No. shareholder name shareholding ratio
1 Shanghai Junyao (Group) Co., Ltd. 29.80%
2. Shanghai Patriotic construction special foundation for Industry and Commerce 10.90%
3 Guangzhou Industrial Investment Fund Management Co., Ltd. 6.47%
4 Hong Kong Central Clearing Company Limited 3.02%
5 Shanghai Huafu Enterprise Management Co., Ltd. 1.49%
6 Guangzhou Huiyin Tianyue Equity Investment Fund Management Co., Ltd. 1.29%
7 Liu Jingji 0.56%
8 Agricultural Bank Of China Limited(601288) - CSI 500 trading open-end index securities investment fund 0.32%
9 China Merchants Bank Co.Ltd(600036) - Bodao CSI 500 index enhanced securities investment fund 0.28%
10 Shanghai Federation of industry and Commerce 0.27%
11. Main financial data:
Unit: RMB 10000
Project 2020 January September 2021
Total operating income 437691.57 342571.47
Operating profit 188842.91 156649.16
Net profit attributable to parent company 135197.11 115624.61
December 31, 2020 September 30, 2021
Total assets 2707402.83 2738850.83
Total liabilities 1535102.23 1499536.14
Total owner's equity attributable to parent company 1171749.54 1238752.66
Note: the above financial data for 2020 were audited by Lixin Certified Public Accountants (special general partnership).
12. There is no relationship between the counterparty and the company in terms of property rights, business, assets, creditor's rights and debts, personnel, etc.
13. The counterparty of this transaction is not a dishonest executee.
3、 Basic information of transaction object
Tibet loves to transfer 100 million shares of Huagui life insurance to Shanghai Aj Group Co.Ltd(600643) , accounting for 10% of the shares of Huagui life insurance. The property right of the shares is clear, there is no mortgage, pledge or other restrictions on transfer, there is no major dispute, pending litigation or arbitration, no judicial measures such as seizure and freezing, and there are no other circumstances that hinder the transfer of ownership. As of the disclosure date of this announcement, Huagui life has not been listed as a dishonest executee, and its basic information is as follows:
1. Company name: Huagui Life Insurance Co., Ltd
2. Company type: other joint stock limited companies (unlisted)
3. Registered capital: 100 million yuan
4. Date of establishment: February 17, 2017
5. Registered address: Building 5, administration center, Gui'an New District, Guizhou Province
6. Legal representative: Wang Zhenwu
7. Unified social credit Code: 91520900ma6dt7pj1r
8. Main business: General Insurance (including life insurance and annuity insurance), health insurance, accident insurance
Dividend type insurance; Reinsurance business of the above business; Insurance fund application business stipulated by national laws and regulations; China
Other businesses approved by CIRC. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
9. The current shareholders and their respective shareholding ratios are as follows:
Sequential shareholding ratio registered capital
Shareholder name main business registration time and place
No. (10000 yuan)
Guizhou Financial Holding Group Co., Ltd. Guizhou Gui'an New District Bank Guizhou financial holding Pingzheng center Qishan temporary security 1 company (21% 4000000 of Guizhou Guimin Investment Group Co., Ltd. was set on December 1, 2016; Taiping, Guiyang City, Guizhou Province)
(company) No. 67, Nanya Road, Yunyan District
China Kweichow Moutai Co.Ltd(600519) distillery (Group) has liquor products production. Business no. of 4 limited liability company, Dongshan lane, East Outer Ring Road, Yunyan 2 20% 1000000 District, Guiyang City, Guizhou Province, 1998-01-24
Shenzhen Bao'an Hangcheng 3 Huakang Insurance Agency Co., Ltd. 15% insurance agent 6666.67 2008-07-07 building 601, building 1, Yishang 3D industrial building, Zhongwu community, Zhongwu Street
Electronic products, home Lhasa Economic and technological development 4 10% electrical appliances of Tibet love Communication Co., Ltd., communication 20000, Room 601, unit 2, building 3, zone B, sunshine new town, district December 1, 2010
Beijing equipment installation engineering group has 5.8% building installation in Nanli, Xicheng District, Beijing 20000, No. 15, Shishi Road, April 28, 1954
Limited company
Changchun Guilin Road Market Development Co., Ltd. public leasing and business services Chaoyang, Changchun, Jilin 6.8%
