Securities code: 603227 securities abbreviation: Xinjiang Xuefeng Sci-Tech (Group) Co.Ltd(603227) Announcement No.: 2022-009 Xinjiang Xinjiang Xuefeng Sci-Tech (Group) Co.Ltd(603227) (Group) Co., Ltd
Announcement on public listing and transfer of 20% equity of participating companies
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:
Name of transaction object: 20% equity of Xinjiang jinfengyuan Technology Co., Ltd;
Transaction price: public transfer by listing with RMB 1102300 as the base price;
As the transferee has not been determined yet, it is impossible to determine whether it constitutes a related party transaction at present, and the equity transfer does not need to be submitted to the general meeting of shareholders of the company for deliberation;
The listed transfer of assets does not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies;
The company will timely perform the necessary approval procedures and information disclosure obligations for the progress of the listed transfer of assets. There are uncertainties in the matters related to the listed transfer of assets. Please pay attention to the investment risks.
1、 Transaction overview
Due to changes in the market environment, Xinjiang Xinjiang Xuefeng Sci-Tech (Group) Co.Ltd(603227) (Group) Co., Ltd. (hereinafter referred to as "the company") plans to transfer 20% of the shares held by Xinjiang jinfengyuan Technology Co., Ltd. (hereinafter referred to as "jinfengyuan") through public listing transfer in combination with the needs of business development. The listing transfer is based on the appraisal value of RMB 5.5114 million by beiyashi Asset Appraisal Office (special general partnership) using the asset-based method as of May 31, 2021, so the transaction price is RMB 1.0123 million. The company will perform relevant approval procedures in accordance with relevant provisions on the management of state-owned assets transfer.
According to the articles of association, the company held the 35th meeting of the third board of directors on January 17, 2022, deliberated and adopted the proposal on Xinjiang Xinjiang Xuefeng Sci-Tech (Group) Co.Ltd(603227) (Group) Co., Ltd. to publicly list and transfer 20% of the equity of the participating company.
This transaction will be conducted through public listing. The counterparty is uncertain, and it is uncertain whether it constitutes a connected transaction. This transaction does not constitute a major asset reorganization specified in the administrative measures for major asset reorganization of listed companies. According to the relevant provisions of the stock listing rules of Shanghai Stock Exchange and the articles of association, this equity transfer does not need to be submitted to the general meeting of shareholders for deliberation.
2、 Basic information of counterparty
According to the relevant provisions of the measures for the supervision and administration of state owned asset transactions of enterprises, the company transferred its 20% equity of jinfengyuan by means of public listing through Xinjiang property right transaction. As the transferee has not been determined, it is impossible to judge whether it will constitute a related party transaction.
3、 Basic information of transaction object
1. Basic information
Company name: Xinjiang jinfengyuan Technology Co., Ltd
Unified social credit Code: 916501095725274491
Type: other limited liability companies
Address: No. 1229, jiugou South Road, Midong District, Urumqi, Xinjiang
Legal representative: Wei dunrong
Registered capital: RMB 20 million
Date of establishment: May 3, 2011
Business scope: mechanical engineering technology research and development, scientific and technological exchange and promotion services; Manufacturing and sales of special chemical production equipment, metal seals, plastic films and organic chemical raw materials; Sales of mining equipment and metal materials; Metal structure manufacturing and sales; Sales and installation of electromechanical equipment; Leasing, installation and maintenance of special equipment for chemical production and installation services of auxiliary pipelines; Sales of cars (except used cars) and auto parts; Import and export of goods and technology. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
2. The equity structure of the subject company is as follows:
Name of shareholder or capital contribution proportion
(10000 yuan) (%)
Xinjiang Xinjiang Xuefeng Sci-Tech (Group) Co.Ltd(603227) (Group) Co., Ltd. 400 20.00
Shenzhen King Explorer Science And Technology Corporation(002917) 1600 80.00
Total 2000.00 100.00
3. The financial status of the subject company in the latest year is as follows:
Unit: 10000 yuan
Project name May 31, 2021 December 31, 2020
Total assets 1447 95 1, 552. twenty-six
Total liabilities 1086.09 1077.15
Total owner's equity 361.86 475 eleven
Project name January may 2021 year 2020
Operating income 97.73 737.21
Net profit -116.53 -35.42
Note: the above data have been audited.
4. There is no mortgage, pledge or other third-party rights for the subject equity transferred by the company in this public listing, and there is no major dispute, litigation or arbitration involving relevant assets, and the subject company is not a dishonest executee.
4、 Pricing basis and asset evaluation
According to the asset appraisal report on the value of all shareholders' equity of Xinjiang jinfengyuan Technology Co., Ltd. involved in the proposed transfer of part of the equity of Xinjiang Xinjiang Xuefeng Sci-Tech (Group) Co.Ltd(603227) (Group) Co., Ltd. issued by beiyashi Asset Appraisal Office (special general partnership), "beiyashi appraisal report Zi [2021] No. 01-1061", The appraisal results based on May 31, 2021 are as follows:
According to the appraisal purpose, appraisal object, value type, data collection and other relevant conditions, as well as the applicable conditions of the three basic appraisal methods of asset-based method, income method and market method, due to the limited access to transaction information in China's property right trading market and the great differences between similar enterprises in product structure and main business composition, It is very difficult to select the same type of market reference, so the market method is not adopted for this appraisal.
The income method evaluates assets from the perspective of the expected profitability of assets, which can fully reflect the overall value of the enterprise. Its evaluation conclusion usually has good reliability and persuasion. Because jinfengyuan company is currently losing money and there is no strong evidence to prove that it will be profitable in the future; Through interviews with the enterprise management, the appraisers believe that the income method is not suitable for this appraisal.
The asset based method reflects the asset value from the perspective of re acquired assets, that is, the asset value is reflected by deducting various depreciation from the replacement cost of the asset. According to the applicable conditions of the asset-based method, the business situation of the appraised entity, the availability of historical cost data, various assets and liabilities on and off the balance sheet, the assets entrusted for the current appraisal can be identified and meet the conditions for the appraisal of the asset-based method.
According to the asset-based method, the book value of the total assets on the benchmark date of jinfengyuan appraisal is 14.4795 million yuan, the appraisal value is 16.3723 million yuan, the added value is 1.8928 million yuan, and the added value rate is 13.07%; The book value of total liabilities is 10.8609 million yuan and the appraisal value is 10.8609 million yuan; The book value of net assets is 3.6186 million yuan, the assessed value of net assets is 5.5114 million yuan, the added value is 1.8928 million yuan, and the added value rate is 52.31%. The summary of assets appraisal is as follows:
Monetary unit: RMB 10000
Increase (decrease) rate of increase (decrease) of project book value evaluation value% a B C = B-A d = C / A × 100%
Current assets 1 737.24 737.46 0.22 0.03
Non current assets 2 710.71 899.77 189.06 26.60
Including: long term equity investment 3 0.00 0.00 0.00
Investment real estate 4 0.00 0.00 0.00
Fixed assets 5 710.71 899.77 189.06 26.60
Construction in progress 6 0.00 0.00 0.00
Oil and gas assets 7 0.00 0.00 0.00
Intangible assets 8 0.00 0.00 0.00
Including: land use right 9 0.00 0.00 0.00
Other non current assets 10 0.00 0.00 0.00
Total assets 11 1447.95 1637.23 189.28 13.07
Current liabilities 12 1086.09 0.00 0.00
Non current liabilities 13 0.00 0.00 0.00
Total liabilities 14 1086.09 0.00 0.00
Net assets 15 361.86 551.14 189.28 52.31
As of the benchmark date, the book value of jinfengyuan's net assets was 3.6186 million yuan. Compared with the book value of net assets, the value-added amount was 1.8928 million yuan, with a value-added rate of 52.31%, mainly due to the value-added of buildings, machinery and equipment, vehicles and electronic equipment.
Therefore, the final appraisal result of the asset-based method is 5.5114 million yuan as the appraisal value of all shareholders' equity of jinfengyuan. Referring to the appraisal report, the 20% equity value of jinfengyuan to be transferred this time is RMB 1102300. The company plans to publicly transfer 20% of the equity of jinfengyuan by listing with reference to the evaluation value of the above equity and RMB 1102300 as the base price.
5、 Purpose of the transaction and its impact on the company
The transfer of the underlying equity will help the company further optimize the allocation of assets and resources and improve the efficiency of resource use. This listing transaction will not have a significant impact on the company's current and future financial status and operating results, and will not damage the interests of the company and shareholders, especially minority shareholders.
6、 Risk tips
The company transferred 20% of the equity of jinfengyuan company through public listing. There are uncertainties in its trading object, trading price and completion time, and there is a risk of failure to complete the transaction. The company will timely perform the obligation of information disclosure according to the progress of the transaction. Please pay attention to investment risks.
It is hereby announced.
