Securities code: 600257 securities abbreviation: Dahu Aquaculture Co.Ltd(600257) Announcement No.: 2022-002 Dahu Aquaculture Co.Ltd(600257)
Signed the agreement on lifting the merger agreement of beimin lake fishery
Announcement of the framework agreement
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.
1、 Overview of the situation
On May 8, 2001, Dahu Aquaculture Co.Ltd(600257) (hereinafter referred to as the "company"), a subsidiary of Dahu Aquaculture Co.Ltd(600257) (hereinafter referred to as the "company"), Lixian beimin lake fishery (hereinafter referred to as the "beimin lake fishery") signed the agreement on the merger of Lixian beimin lake fishery by Hunan Hongxin Holding Co., Ltd. (hereinafter referred to as the "0158 agreement") with Hunan Hongxin Holding Co., Ltd. (hereinafter referred to as the "Hongxin holding"), Hongxin holdings signed the agreement on the merger of beimin lake fishery in Li county (hereinafter referred to as "0159 agreement") with the people's Government of Li county (hereinafter referred to as "Li county government") on May 9, 2001, and the government of Li County signed the supplementary agreement on the merger of beimin lake fishery in Li county (hereinafter referred to as "0976 agreement") with the company on July 6, 2009, The above three agreements are hereinafter collectively referred to as "beimin lake fishery merger agreement".
In order to implement the provincial and municipal requirements for the comprehensive treatment of the water environment of beimin Lake in Li County, the Li county government, the company and the two sides agreed to reach the framework agreement on lifting the merger agreement of beimin lake fishing ground after many consultations.
2、 Review procedure
The company held the 17th meeting of the 8th board of directors on January 17, 2022, considered and passed the proposal on signing the framework agreement on lifting the merger agreement of beimin lake fishing ground. According to the stock listing rules of Shanghai Stock Exchange and the articles of association, the proposal needs to be submitted to the general meeting of shareholders for deliberation.
There may be a risk that the transaction will not be approved by the general meeting of shareholders. Please pay attention to the investment risk.
3、 Main financial indicators of beimin lake fishery in the latest year and another period
December 31, 2020 September 30, 2021 / January September 2021 indicators
/2020 (audited) (yuan) (Unaudited) (yuan)
Total assets 79001711.38 74651599.89
Total liabilities 59930312.21 52390563.32
Net assets 19071399.17 22261036.57
Operating income 32487080.60 16088185.00
Net profit 4929404.15 3189637.40
4、 Cancellation of the transfer of creditor's rights and debts involved in the framework agreement
After signing the framework agreement to cancel the beimin lake fishery merger agreement, December 31, 2021 will be taken as the handover base date. Before the base date, the company will enjoy corresponding rights and assume corresponding obligations for all creditor's rights and debts, taxes and employee wages and benefits during the operation of beimin lake fishery of the company's subsidiaries, without involving the transfer of creditor's rights and debts. As of December 31, 2021, the company is expected to bear the debt and employee wages and benefits of beimin lake fishery, which is estimated to be RMB 1428000 (Unaudited).
5、 Main contents of the framework agreement
Party A: Li County People's Government (hereinafter referred to as "Li county government")
Party B: Dahu Aquaculture Co.Ltd(600257) (hereinafter referred to as "Dahu aquaculture company")
The main terms of the framework agreement are as follows:
(I) on December 10, 2001, Hunan Dongting aquatic products Co., Ltd. (hereinafter referred to as "Dongting aquatic products Co., Ltd."), the predecessor of Dadu aquatic products Co., Ltd., inherited all the rights and obligations of the acquirers of "0158 agreement" and "0159 agreement" by means of overall equity acquisition. After that, Dongting aquatic products Co., Ltd. was renamed as Dadu aquatic products Co., Ltd. and signed "0976 agreement" with Li county government, Therefore, Great Lakes aquaculture company is a qualified party to terminate the above three agreements.
(II) for the aftermath of the cancellation of the above three agreements, both parties shall jointly abide by the basic principle of "consultation according to laws and regulations, equal consultation, respect for facts, steady progress, coordination and cooperation and proper disposal".
(III) in order to ensure the implementation of beimin lake ecological restoration plan of Li county government, clarify the boundaries of rights and obligations of both parties and facilitate the smooth development of other relevant work, both parties agree to take December 31, 2021 as the handover base date. Taking the base date as the boundary, Party B shall enjoy corresponding rights and undertake corresponding obligations for all creditor's rights, debts, taxes, wages and benefits of employees during the operation of beimin lake fishery in Lixian County of Great Lakes aquaculture company. Both parties shall start the handover from the date of signing this agreement.
(IV) upon the termination of the above three agreements, Party B shall return all the use right of 32400 Mu water surface aquaculture in beimin lake to Li county government. The remaining problems related to the contract for planting and breeding of the embankment and Deng caohuan shall be solved by both parties through negotiation. If the negotiation fails, it shall be solved in accordance with legal channels. (V) for the issue of fishing operations of the Great Lakes aquaculture company in 2021, the deadline agreed by both parties is December 31, 2021.
(VI) after the termination of the above three agreements, the scope of personnel accepted by Li county government is limited to those who were incorporated into Dahu aquaculture company at the time of merger in 2001, have the status of self-supporting business establishment and small collective employees, and have not been bought out. The staff recruited by the Great Lakes aquaculture company during the operation of beimin lake fishing ground shall be resettled by themselves.
(VII) after the termination of the above three agreements, as of December 31, 2021, all the assets incorporated into the merging party when the original beimin lake fishery was merged and the effective book assets during the operation of beimin Lake by Dahu aquaculture company were transferred to Li county government free of charge (the final data counted and confirmed by both parties shall prevail) for the restoration of the ecological environment of beimin lake. At the same time, the Great Lakes aquaculture company voluntarily waives its claim for compensation after the termination of the three agreements.
(VIII) in the handover process after the above three agreements are terminated, Dahu aquaculture company shall cooperate with Li county government in social stability work such as good people's property handover.
(IX) what is determined in this agreement is only to terminate the framework terms of "0158 agreement", "0159 agreement" and "0976 agreement", specific matters related to people, property and other matters not covered in this agreement. Both parties shall sign a supplementary agreement after detailed discussion. The supplementary agreement has the same legal effect as this framework agreement.
(x) this agreement is made in sextuplicate and shall come into force after being signed and sealed by both parties. Lixian County Government and Dahu aquaculture company each hold three copies, which have the same legal effect.
6、 Impact on the company
After the signing and cancellation of the agreement, the company's operating revenue and net profit of fresh and live fish in the aquatic sector will be reduced in the future. According to the preliminary calculation of the company's financial department, the company signed the framework agreement on lifting the merger agreement of beimin lake fishing ground with Li county government, which is expected to have an impact on the company's net profit attributable to the shareholders of the listed company in 2021 of -71.1837 million yuan, and the final accounting treatment will be subject to the audit results of the accounting firm.
7、 Documents for future reference
1. Framework agreement on lifting the beimin lake fishery merger agreement
2. The resolution of the 17th meeting of the Dahu Aquaculture Co.Ltd(600257) 8th board of directors is hereby announced.
Dahu Aquaculture Co.Ltd(600257) board of directors January 17, 2022
