Securities code: 600226 securities abbreviation: Zhejiang Huge Leaf Co.Ltd(600226) Announcement No.: 2022-006 Zhejiang Huge Leaf Co.Ltd(600226)
Announcement on the transfer of 90% equity of Qingdao Hanquan Investment 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 information of the transaction: Zhejiang Huge Leaf Co.Ltd(600226) (hereinafter referred to as “the company”) intends to transfer 90% of the equity of Qingdao Hanquan Investment Co., Ltd. (hereinafter referred to as “Qingdao Hanquan”) to Suzhou Strait Dongrui equity investment partnership (limited partnership) (hereinafter referred to as “Strait Dongrui”) at the price of RMB 167400000. 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 90% equity of Qingdao Hanquan Investment Co., Ltd., a wholly-owned subsidiary, and agreed that the company would transfer 90% equity of Qingdao Hanquan to haistrait Dongrui at the price of 167400000 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: Qingdao Hanquan Investment Co., Ltd
Type: limited liability company
Legal representative: Han Dongqing
Registered capital: 5 million yuan
Date of establishment: July 15, 2021
Registered address: No. 328, Shanyun Road, Qingdao blue valley high tech Industrial Development Zone, Jimo District, Qingdao, Shandong
Business scope: general items: engaging in investment activities with its own funds; Financing advisory services. (except for the projects subject to approval according to law, the business activities shall be carried out independently according to law with the business license) licensed projects: securities investment consulting. (for projects that must be approved according to law, business activities can be carried out only with the approval of relevant departments. The specific business projects shall be subject to the approval documents or licenses of relevant departments)
Equity structure: Zhejiang Huge Leaf Co.Ltd(600226) holds 100% equity
As of the disclosure date of this announcement, Qingdao Hanquan holds 3% 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 Qingdao Hanquan.
3、 Basic information of counterparty
Name: Suzhou Strait Dongrui equity investment partnership (limited partnership)
Type: limited partnership
Executive partner: Dongfang Strait Capital Management Co., Ltd
Registered capital: 435 million yuan
Date of establishment: March 19, 2021
Registered address: east side of government building, Taoyuan Town, Wujiang District, Suzhou
Business scope: general items: equity investment (except for items subject to approval according to law, business activities shall be carried out independently according to law with business license)
Equity structure: Dongfang Xinmin Holding Co., Ltd. holds 60.3448% equity, Wujiang Xinmin Chemical Fiber Co., Ltd. holds 38.5057% equity, and Dongfang Strait Capital Management Co., Ltd. holds 1.1494% equity.
Key financial data (Unaudited):
Unit: 10000 yuan
Project September 30, 2021
Total assets 5600.14
Net assets 5599.80
Project from January to September 2021
Operating income 0.00
Net profit -0.20
The financial data of Dongfang Xinmin Holding Co., Ltd., the controlling shareholder of Strait Dongrui, are as follows:
As of September 30, 2021, the total assets were 2455.4999 million yuan and the net assets were 1371.9133 million yuan; From January to September 2021, the operating revenue was 4374.3485 million yuan and the net profit was 25.4433 million yuan (the data were Unaudited). As of December 31, 2020, the total assets were 2540806300 yuan and the net assets were 1387992100 yuan; In 2020, the operating revenue was 4149.9514 million yuan and the net profit was 200.2945 million yuan (the data were Unaudited).
The actual controller of Strait Dongrui is Mr. Jiang Xueming. The basic information is as follows:
Jiang Xueming, male, born in 1961, is currently the chairman of Dongfang Xinmin Holding Co., Ltd., the chairman and general manager of Dongfang Hengxin Capital Holding Group Co., Ltd., the chairman of Dongxin Semiconductor Co., Ltd. and the director of Soochow cement International Co., Ltd.
Except for this transaction, there is no relationship between Strait Dongrui 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 Qingdao Hanquan Investment Co., Ltd. (dahuahe Zi [2021] No. 0011727) issued by Dahua Certified Public Accountants (special general partnership) with securities business qualification, the main audited financial data of Qingdao Hanquan as of August 31, 2021 are as follows:
Unit: 10000 yuan
Project August 31, 2021
Total assets 4863.93
Net assets 4863.93
Project from January to August 2021
Operating income 0.00
Net profit 165.77
(II) appraisal of subject assets
According to the asset appraisal report on the value of all shareholders’ equity of Qingdao Hanquan Investment Co., Ltd. Zhejiang Huge Leaf Co.Ltd(600226) involved in the proposed equity transfer (Zhong Tong Hua Hu Ping Bao Zi (2021) No. 1036) 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 Qingdao Hanquan as of the benchmark date (August 31, 2021). The total book value of assets is 48.6393 million yuan, the appraisal value is 180.87 million yuan, and the appreciation rate is 271.86%; No liabilities; The book value of net assets is 48.6393 million yuan, the assessed value is 180.87 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 4863.93 18087.00 13223.07 271.86
Including: 4863.93 18087.00 13223.07 271.86
Long term equity investment
Total assets 4863.93 18087.00 13223.07 271.86
Net assets (owner 4863.93 18087.00 13223.07 271.86
Equity)
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: Suzhou Strait Dongrui equity investment partnership (limited partnership)
Article 1 subject matter of transfer
The target equity is that the company holds 90% equity of Qingdao Hanquan. The company agrees to transfer all the target equity to Strait Dongrui, and Strait Dongrui 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. 1036, the target equity transfer price is determined by both parties through negotiation to be RMB 167400000 (in figures: RMB 167400000). 2.2 the above target equity transfer price is the transfer consideration for all shareholders’ interests corresponding to the target equity under this contract (including but not limited to all income, all undistributed profits and other owner’s equity of the target equity as of the date of signing this contract, if any).
2.3 Strait Dongrui shall pay the target equity transfer price to the company in batches according to the following agreements:
(1) Within 10 days after signing this contract, Strait Dongrui shall pay the company the first target equity transfer price of RMB twenty-five million one hundred and ten thousand (in figures: RMB 25110000) (hereinafter referred to as “the first equity transfer price”).
(2) Within 10 days after the company’s authorized decision-making body deliberates and approves the equity transfer and completes the equity transfer in accordance with the relevant disclosure requirements of the listed company, Strait Dongrui shall pay the company the second target equity transfer price of RMB seventy-five million three hundred and thirty thousand (in small: RMB 75330000) (hereinafter referred to as the “second equity transfer price”).
(3) Within 10 days after all the following conditions are met, Strait Dongrui shall pay all the remaining target equity transfer price (hereinafter referred to as “remaining target equity transfer price”) to the company. The specific conditions are as follows: A. Qingdao Hanquan completes the industrial and commercial change registration of target equity transfer with respect to the equity transfer under this contract, Including but not limited to shareholder change (the shareholder of the target company is changed to the company holding 10% equity of the target company and Strait Dongrui holding 90% equity of the target company), all directors of the target company The senior management and legal representative are changed to the personnel appointed by Strait Dongrui and the articles of association of the target company are changed (subject to the notice of approval of change registration issued by the industrial and commercial registration authority); B. Strait Dongrui has obtained the register of shareholders that states that Strait Dongrui is the shareholder of the target company; C. The certificates, seals and licenses of the target company shall be handed over in accordance with the contract.
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 Strait Dongrui, it shall immediately issue a receipt to Strait Dongrui.
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, Strait Dongrui holds the target equity and becomes the new shareholder of Qingdao Hanquan. Strait Dongrui enjoys the shareholders’ equity of Qingdao Hanquan (including but not limited to equity income, dividend right, voting right, etc.) according to the shareholding ratio and undertakes to
