Securities code: 600226 securities abbreviation: Zhejiang Huge Leaf Co.Ltd(600226) Announcement No.: 2022-007 Zhejiang Huge Leaf Co.Ltd(600226)
Announcement on the transfer of 100% equity of Tibet HANFA Technology Co., Ltd., a wholly-owned subsidiary
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.
Important content tips:
Basic transaction information: Zhejiang Huge Leaf Co.Ltd(600226) (hereinafter referred to as “the company”) intends to transfer 100% of the equity of Tibet HANFA Technology Co., Ltd. (hereinafter referred to as “Tibet Hanfa”) to Shenzhen yongzhuo Yufu Asset Management Co., Ltd. (hereinafter referred to as “yongzhuo Yufu”) at the price of RMB 310000000.
This transaction does not constitute a connected transaction.
This transaction does not constitute a major asset restructuring.
There are no major legal obstacles to the implementation of this transaction.
This transaction has been deliberated and approved at the 22nd Meeting of the 8th board of directors of the company and needs to be submitted to the general meeting of shareholders of the company for deliberation.
1、 Overview of this transaction
The company held the 22nd Meeting of the 8th board of directors on January 17, 2022. The meeting deliberated and passed the proposal on transferring 100% equity of Tibet HANFA Technology Co., Ltd., a wholly-owned subsidiary, and agreed that the company would transfer 100% equity of Tibet Hanfa to yongzhuo Yufu at the price of 310000000 yuan. This transaction needs to be submitted to the general meeting of shareholders of the company for deliberation. The board of directors of the company requests the general meeting of shareholders to authorize the chairman of the company or his designated authorized representative to specifically handle matters related to the equity transfer, including signing relevant contracts, agreements and relevant documents required for subsequent industrial and commercial changes, and handling industrial and commercial change registration procedures. Such authorization starts from the date of deliberation and approval of the general meeting of shareholders to the date of completion of relevant authorized matters.
This transaction does not constitute a connected transaction or a major asset reorganization of a listed company as stipulated in the administrative measures for major asset reorganization of listed companies.
2、 Basic information of transaction object
Name: Tibet HANFA Technology Co., Ltd
Type: limited liability company
Legal representative: Han Dongqing
Registered capital: 10 million yuan
Date of establishment: July 22, 2021
Registered address: No. 901, unit 1, building 5, phase II, Chenxi garden, Lhasa, Tibet
Business scope: general items: retail of computer software, hardware and auxiliary equipment; Computer system services; Network technology services; Development of artificial intelligence application software; Data processing and storage support services; Big data service; Biomedical research and development (independently carry out business activities not prohibited or restricted by laws and regulations except for projects subject to approval according to law)
Equity structure: Zhejiang Huge Leaf Co.Ltd(600226) holds 100% equity
As of the disclosure date of this announcement, Tibet Hanfa holds 5% equity of Qingdao Yibang Bioengineering Co., Ltd.
The property right of the subject matter of this transaction is clear, there is no mortgage, pledge or any other restriction on transfer, there is no judicial measures involving litigation, arbitration matters or seizure, freezing and other circumstances that hinder the transfer of ownership. Up to now, the company has not provided guarantee and entrusted financial management for Tibet Hanfa.
3、 Basic information of counterparty
Name: Shenzhen yongzhuo Yufu Asset Management Co., Ltd
Type: limited liability company
Legal representative: Zhao Zhiyu
Registered capital: 200 million yuan
Date of establishment: September 16, 2011
Registered address: 3703b, building 4, excellence Century Center, intersection of Fuhua third road and Jintian Road, Futian District, Shenzhen business scope: entrusted asset management (excluding securities, futures, insurance, banking and other financial businesses); Investment management (excluding securities, futures, insurance and other financial businesses); Own property rental.
Equity structure: Shi Yan holds 95% equity and Wang Meijie holds 5% equity
Main financial data:
Unit: 10000 yuan
December 31, 2020 September 30, 2021
(data audited) (data Unaudited)
Total assets 108855.50 109140.57
Net assets 50025.01 50284.42
Project 2020 January September 2021
(data audited) (data Unaudited)
Operating income 871.15 796.22
Net profit 2068.78 151.50
Except for this transaction, there is no relationship between yongzhuo Yufu and the company in terms of property rights, business, assets, creditor’s rights and debts, personnel, etc.
4、 Audit and evaluation of subject assets
(I) audit of subject assets
According to the standard unqualified audit report of Tibet HANFA Technology Co., Ltd. (dahuahe Zi [2021] No. 0011926) issued by Dahua Certified Public Accountants (special general partnership) with securities business qualification, as of August 31, 2021, the audited main financial data of Tibet Hanfa are as follows:
Unit: 10000 yuan
Project August 31, 2021
Total assets 8106.54
Net assets 8106.54
Project from January to August 2021
Operating income 0.00
Net profit 276.29
(II) appraisal of subject assets
According to the asset appraisal report of all equity value projects of shareholders of Tibet HANFA Technology Co., Ltd. Zhejiang Huge Leaf Co.Ltd(600226) involved in the proposed equity transfer (Zhong Tong Hua Hu Ping Bao Zi (2021) No. 1037) issued by zhongtonghua asset appraisal (Shanghai) Co., Ltd. with securities business qualification on October 28, 2021, Zhongtonghua assets appraisal (Shanghai) Co., Ltd. adopts the asset-based method to appraise the value of all shareholders’ equity of Tibet Hanfa as of the benchmark date (August 31, 2021). The total book value of assets is 81.0654 million yuan, the appraisal value is 30.145 million yuan, and the appreciation rate is 271.86%; No liabilities; The book value of net assets is 81.0654 million yuan, the assessed value is 30.145 million yuan, and the appreciation rate is 271.86%.
The assets appraisal is as follows:
Unit: 10000 yuan
Increase / decrease rate of project book value evaluation value%
A B C D
Non current assets 8106.54 30145.00 22038.46 271.86
Including: 8106.54 30145.00 22038.46 271.86
Long term equity investment
Total assets 8106.54 30145.00 22038.46 271.86
Net assets (owner’s equity) 8106.54 30145.00 22038.46 271.86
Reasons for evaluating value added:
The book value of long-term equity investment is the statement data of the investee calculated by the enterprise according to the equity method, and the book value only reflects its operating level in the historical period. In this appraisal, the dividend discount method is adopted for relevant investments to estimate the equity value based on the holding income. Due to the good operating benefits and broad market prospects of the investee in the historical period, the current appraisal value not only considers the profits of the book balance, but also includes the income that can be obtained in the future when the shareholders hold the investment, so it forms a large appreciation.
5、 Main contents and performance arrangements of the transaction agreement
Transferor: Zhejiang Huge Leaf Co.Ltd(600226)
Transferee: Shenzhen yongzhuo Yufu Asset Management Co., Ltd
Article 1 subject matter of transfer
The object of this equity transfer is the 100% equity of Tibet Hanfa held by the company (hereinafter referred to as “target equity”). The company agrees to transfer all the target equity to yongzhuo Yufu, and yongzhuo Yufu agrees to transfer the target equity.
Article 2 equity transfer price and payment
2.1 based on the results of the assets appraisal report zthhpbz (2021) No. 1037, it is determined through negotiation that the total equity transfer price of the target equity is RMB 310 million (in figures: ¥ 310 million.00) (hereinafter referred to as the “target equity transfer price”).
2.2 the above target equity transfer price is the transfer consideration for all shareholders’ interests corresponding to the target equity under the contract (including but not limited to undistributed profits and other owner’s equity corresponding to the target equity as of the date of signing the contract, if any).
2.3 yongzhuo Yufu shall pay the target equity transfer price to the company in installments according to the following agreements:
(1) After the contract is signed by all parties, the RMB sixty-two million (in figures: ¥ 62000000.00) paid by yongzhuo Yufu to the company is converted into the first equity transfer price paid by yongzhuo Yufu to the company (hereinafter referred to as the “first equity transfer price”);
(2) Within 10 days after the decision-making body of the company has the right to consider and approve the equity transfer and complete the equity transfer in accordance with the relevant disclosure requirements of the listed company, yongzhuo Yufu shall pay the company the second equity transfer price of RMB 124 million (in figures: ¥ 124000000.00) (hereinafter referred to as the “second equity transfer price”);
(3) Within 10 days after the company and Tibet Hanfa cooperate with yongzhuo Yufu to complete the industrial and commercial change registration of the target equity (subject to the notice of approval of change registration issued by the industrial and commercial registration authority) and the change of the register of shareholders and the articles of association of Tibet Hanfa, Yongzhuo Yufu shall pay the remaining equity transfer price of RMB 124 million (in figures: ¥ 124000000.00) (hereinafter referred to as the “remaining equity transfer price”) to the company.
2.4 other payment methods can also be adopted by consensus of all parties; When the company receives the target equity transfer price paid by yongzhuo Yufu, it shall immediately issue a receipt to yongzhuo Yufu.
Article 3 equity delivery
3.1 the effective date of this contract is the target equity delivery date (hereinafter referred to as the “delivery date”).
3.2 since the closing date, yongzhuo Yufu has held the target equity and become the new shareholder of Tibet Hanfa. Yongzhuo Yufu enjoys all shareholders’ rights and interests of Tibet Hanfa (including but not limited to equity income, dividend right, voting right, etc.) and undertakes shareholder obligations.
3.3 if yongzhuo Yufu fails to pay the second equity transfer price and / or the remaining equity transfer price in time as agreed in the contract, yongzhuo Yufu shall bear the liability for breach of contract for overdue payment as agreed in the contract, and from the date when yongzhuo Yufu delays paying the target equity transfer price, Yongzhuo Yufu enjoys the corresponding shareholders’ equity of the target equity according to the proportion of the target equity transfer price actually paid in the target equity transfer price payable. The shareholders’ equity of the target equity corresponding to the unpaid part is still enjoyed by the company until yongzhuo Yufu has paid all the target equity transfer price payable.
Article 4 equity transfer
Within 10 days after the closing date, the company and Tibet Hanfa shall apply to the administrative department for Industry and Commerce for handling the industrial and commercial change registration procedures, and complete the industrial and commercial change registration within 30 days after the closing date (or other time agreed by both parties) (subject to the notice of approval of change registration issued by the industrial and commercial registration authority).
Article 5 transition period
From the date of signing this contract to the date when the target equity is transferred to yongzhuo Yufu (hereinafter referred to as the “completion date of delivery”), the company shall properly and reasonably exercise its shareholder rights and shall not use its shareholder status in Tibet Hanfa to engage in damage to the West
