Securities code: 600257 securities abbreviation: Dahu Aquaculture Co.Ltd(600257) Announcement No.: 2022-003
Dahu Aquaculture Co.Ltd(600257)
Announcement on the transfer of equity of holding subsidiaries
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:
● Dahu Aquaculture Co.Ltd(600257) (formerly Hunan Dongting aquatic products Co., Ltd.) (hereinafter referred to as "the company" or "the transferor"), Hunan East Lake fishery Co., Ltd. (hereinafter referred to as "the East Lake Company"), the holding subsidiary of Dahu Aquaculture Co.Ltd(600257) (formerly Hunan Dongting aquatic products Co., Ltd.), as the subject of compensation for ecological damage caused by pollution in the East Lake water area, according to the Chinese Academy of Environmental Sciences The water quality improvement and water ecological restoration plan of Huarong East Lake issued by Hunan Academy of Environmental Protection Sciences needs to bear the huge repair cost of ecological and environmental damage of East Lake of 835 million yuan, while the book net assets of East Lake Company as of September 30, 2021 are 70.7122 million yuan. Based on the fact that the book net assets of the East Lake Company on September 30, 2021 are far from enough to pay the huge repair cost of the ecological environment damage of the East Lake, in order to facilitate the government to make overall arrangements for the water environment improvement of the East Lake, It is proposed to transfer all the 54.67% equity of Donghu company held by Huarong Xinyuan Agricultural Development Co., Ltd. (hereinafter referred to as the "Transferee") at the price of RMB 1. After the transaction is completed, the company will no longer hold the equity of Donghu company.
● this transaction does not constitute a connected transaction.
● this transaction does not constitute a major asset restructuring.
● this transaction still needs to be submitted to the general meeting of shareholders for deliberation. There may be a risk that the general meeting of shareholders will not pass the deliberation. Please pay attention to the investment risk.
1、 Transaction overview
(I) basic information of the transaction
The company and the agricultural and rural Bureau of Huarong County (hereinafter referred to as the "third party") entered into the joint venture agreement and the joint venture contract on May 29, 2002 and July 29, 2002 respectively, and jointly established Donghu company on September 16, 2002 according to the joint venture contract. The company invested 13.05 million yuan and held 54.67% of the shares, Huarong County Agriculture and rural Bureau (formerly Huarong County Fisheries Bureau) invested 10.785 million yuan, accounting for 45.33% of the registered capital of the company.
According to the plan for aquaculture waters and beaches in Huarong County (hzbh [2017] No. 8), Donghu company has gradually stopped fertilizing aquaculture and implemented ecological aquaculture in strict accordance with the regulations since October 2017. Since 2018, under the guidance of the water environment improvement headquarters of the East Lake water system, the East Lake company has actively and closely cooperated with the Huarong County Government to take a series of ecological restoration measures for the East Lake water body. However, before the establishment of the East Lake company, the East Lake water area was an important traditional fishery and aquaculture base in Hunan Province, and its long-term fertilization and aquaculture mode of increasing production and improving efficiency, In addition, the non-point source pollution from surrounding livestock and poultry breeding and farmland fertilization has led to a large amount of ecological restoration works, which has not achieved good results at present.
According to the water quality improvement and water ecological restoration plan of Huarong East Lake issued by China Academy of Environmental Sciences and Hunan Academy of environmental protection in January 2022, the behavior of fertilizing and breeding and catching snails and mussels of East Lake company is the main cause of water environmental pollution of East Lake. As the main business body of East Lake water area, East Lake company, It shall be liable for ecological damage compensation for the pollution of the waters of the East Lake. According to the repair measures and methods proposed in the repair plan, a huge repair fund of 835 million yuan is required, and the book net assets of 70.7122 million yuan of Donghu company on September 30, 2021 are far from enough to pay the repair expenses of Donghu ecological environment damage, which will inevitably lead to the insolvency of the company and even bankruptcy liquidation. As the controlling shareholder of Donghu company, It is also impossible to distribute any property.
Hunan Provincial Department of ecological and environmental protection, Hunan Provincial People's Procuratorate and Huarong County government attach great importance to the ecological environment damage of the East Lake water body and the water environment treatment of the East Lake. In order to facilitate the government's overall arrangement and overall promotion of the water environment improvement of the East Lake Water system, the company signed the equity transfer agreement on January 17, 2022 through friendly negotiation with the transferee and Huarong County Agriculture and rural Bureau, Transfer 54.67% of all equity of Donghu company to the transferee at the price of RMB 1, and there is no premium between the transaction price and the book value. After the completion of this transaction, the company will no longer hold the equity of Donghu company, and Donghu company will no longer be included in the scope of the company's consolidated statements.
(II) review procedure of transaction
The company held the 17th meeting of the 8th board of directors on January 17, 2022, deliberated and passed the proposal on transferring the equity of holding subsidiaries, and agreed that the company would transfer 54.67% of the equity of Donghu company to the transferee at the price of RMB 1.
This transaction does not constitute a related party transaction or a major asset reorganization. This transaction needs to be submitted to the general meeting of shareholders for deliberation.
2、 Information of the parties to the transaction
Huarong Xinyuan Agricultural Development Co., Ltd
1. Full name of the company: Huarong Xinyuan Agricultural Development Co., Ltd
2. Nature of enterprise: limited liability company (solely state-owned)
3. Registered address: No. 1, Shuixiang street, Tianjiahu ecological new area, Huarong County, Yueyang City, Hunan Province
4. Legal representative: Huang Xiang
5. Registered capital: RMB 50 million
6. Date of establishment: April 30, 2010
7. Unified social credit Code: 914306235530493148
8. Business scope: comprehensive development of modern agriculture, modern agricultural infrastructure, agricultural irrigation infrastructure, urban and rural water supply network, construction and investment of water conservancy and hydropower projects; Urban and rural land development and management; Investment and construction of urban and rural infrastructure; Engage in urban and rural road construction, funeral home construction and cemetery operation with qualifications; Wholesale of building materials (including sand and gravel); Other businesses authorized by the people's Government of Huarong County. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
9. Major shareholders:
Subscribed capital contribution
No. shareholder name shareholding ratio
(10000 yuan)
1 Huarong County Finance Bureau 5000 100%
10. There is no relationship between the transferee and the company in terms of property rights, business, assets, creditor's rights and debts, personnel, etc.
11. Main financial data of the latest year (audited):
Project year 2020 / December 31, 2020 (yuan)
Total assets 5462351531.11
Net assets 4309447072.06
Operating income 344793081.24
Net profit 169711177.20
3、 Basic information of transaction object
(I) basic overview of the subject matter of the transaction
The subject matter of this transaction is the 54.67% equity of Donghu company held by the company.
The ownership of the equity is clear, there is no mortgage, pledge or any other restriction on transfer, does not involve litigation, arbitration matters or judicial measures such as seizure and freezing, and there are no other circumstances that hinder the transfer of ownership.
1. Basic information of Donghu company
(1) Company name: Hunan East Lake fishery Co., Ltd
(2) Date of establishment: September 16, 2002
(3) Registered capital: 23.79 million yuan
(4) Registered address: youzhaling, Nanshan Township, Huarong County, Hunan Province
(5) Legal representative: Li Youbing
(6) Business scope: Freshwater animal breeding and sales; Planting and sales of trees, fruits and flowers; Sales of fish feed, fish medicine and fishing gear; Purchase and sale of agricultural and sideline products (excluding cotton, cocoons, tobacco leaves and grain); Recreational fishery development (where laws and regulations are involved, their provisions shall prevail)
(7) Major shareholders:
No. shareholder name subscribed capital contribution (10000 yuan) shareholding ratio
1 Dahu Aquaculture Co.Ltd(600257) 1300.50 54.67%
2. Agricultural and rural Bureau of Huarong County 1078.50 45.33%
2. In the equity transfer agreement, the shareholder with the preemptive right Huarong County Agriculture and rural Bureau has promised to give up the preemptive right.
3. Main financial indicators of Donghu company in recent years
December 31, 2020 September 30, 2021 / January September 2021
index
/2020 (audited) (yuan) (Unaudited) (yuan)
Total assets 65842052.01 73757434.81
Total liabilities 2329576.17 3045217.33
Net assets 63512475.84 70712217.48
Operating income 27337240.00 41439531.00
Net profit -257361.30 7199741.64
Note: the financial data of Donghu company in 2020 has been audited by Daxin Certified Public Accountants (special general partnership), which is qualified to engage in Securities and futures business.
4. Donghu company has not conducted any appraisal, capital increase, capital reduction or restructuring in the past 12 months.
(II) transfer of creditor's rights and debts involved in this transaction
After the completion of this transaction, Donghu company is still an independent legal entity, and its creditor's rights and debts are borne by itself, which does not involve the transfer of creditor's rights and debts.
(III) analysis on the pricing situation and fairness and rationality of the transaction object
According to the scheme for water quality improvement and water ecological restoration of Huarong East Lake issued by China Academy of Environmental Sciences and Hunan Academy of Environmental Sciences, the total investment for the restoration of ecological and environmental damage of East Lake is 835 million yuan, while the net assets of East Lake Company as of September 30, 2021 are 70.7122 million yuan, which is far from enough to pay for the restoration of ecological and environmental damage of East Lake. It is agreed by both parties through negotiation, The price of this transaction is 1 yuan.
4、 Main contents of transaction contract
(I) in order to ensure the smooth progress of East Lake water environment treatment and maintain the normal development of the company as a private economic subject, based on the existing financial situation of East Lake company and the subsequent high ecological environment damage liability, etc. On the premise permitted by national laws and regulations, the company voluntarily transfers 54.67% of the equity of Donghu company held by it to the transferee in RMB 1.
(II) rights and obligations related to equity transfer
1. Rights and obligations of the company
(1) The legal liability arising from the transfer of equity ownership before equity transfer shall be borne by the company itself.
(2) Before the equity transfer, if the company violates the independent legal personality of Donghu company, such as evading capital contribution, untrue performance of capital contribution obligations, improper possession of Donghu company's property, illegal interference in the operation of Donghu company, or other behaviors mixed with the personality of Donghu company, resulting in other interested parties pursuing shareholders' responsibilities, the company shall bear corresponding responsibilities according to law. If losses are caused to the transferee or a third party, the company shall bear all liabilities for compensation.
(3) After this agreement takes effect, the company will no longer participate in the operation and management of Donghu company, and shall not dispose of any assets of Donghu company.
2. Rights and obligations of the transferee
(1) After the equity transfer agreement is signed, the transferee can participate in the operation and management and equity distribution of Donghu company, enjoy the rights of shareholders, and bear corresponding legal obligations for the behavior of Donghu company after the equity transfer.
(2) According to the disclosure of the company, the transferee has known the financial, operation and social responsibilities of Donghu company, and has performed the internal resolution procedures for the transferee of equity according to law. Undertake its obligations as a shareholder of Donghu company in accordance with the provisions of the articles of association of Donghu company. If the equity transfer is cancelled or deemed invalid due to the above reasons of the transferee, the transferee shall bear all liability for damages.
(3) The transferee shall not be liable for the relevant debts or legal liabilities caused by the illegal acts of the company before the equity transfer.
3. Representations and warranties of the company
(1) The company is an independent legal person established and legally existing according to law and has independent civil capacity. This equity transfer is made voluntarily by the company based on the judgment and estimation of the cost of East Lake ecological environment damage repair to be borne by East Lake company.
(2) The equity of Donghu company transferred by the company is completely owned by the company, and the company has fully disclosed the matters related to Donghu company to the transferee.
(3) The company guarantees that the Transferred Equity of Donghu company has not been pledged or taken other legal measures, and the equity is not attached with other legal obligations or has the right of recourse by interested parties.
(4) Due to the company's special corporate personality status, the company guarantees that this equity transfer complies with relevant laws and regulations and is approved by relevant stakeholders, and will perform corresponding procedures in accordance with the company's articles of association. If this equity transfer is revoked or deemed invalid for the above reasons
