Stock Code: 000537 securities abbreviation: Tianjin Guangyu Development Co.Ltd(000537) Announcement No.: 2022-009 Tianjin Guangyu Development Co.Ltd(000537)
Announcement on the completion of the transfer of the subject assets of major asset replacement, major asset sale and related party transactions
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Tianjin Guangyu Development Co.Ltd(000537) (hereinafter referred to as "the company", "listed company" or " Tianjin Guangyu Development Co.Ltd(000537) ") deliberated and adopted the proposal on the company's major asset replacement, major asset sales and related party transactions at the 15th meeting of the 10th board of directors held on December 3, 2021 and the 8th extraordinary general meeting of shareholders held on December 30, 2021, It is agreed that the company will purchase all the equity of 23 subsidiaries and place them into 100% equity of Luneng new energy (Group) Co., Ltd. (hereinafter referred to as "Luneng new energy") jointly held by Luneng Group Co., Ltd. (hereinafter referred to as "Luneng Group") and capital Weiye group Co., Ltd. (hereinafter referred to as "capital Weiye"), and the valuation difference will be made up in cash. (hereinafter referred to as "this reorganization" or "this transaction"). For details, see the company on December 6, 2021 and December 2021
Relevant announcements on cninfo.com (Announcement No. "2021-127"; "2021-149") were disclosed on the 31st. As of the disclosure date of this announcement, the transfer of ownership of relevant assets and assets involved in this transaction has been completed, as follows:
1、 Asset delivery and transfer of this transaction
(I) transfer of invested assets
As of the disclosure date of this announcement, 100% equity of Luneng new energy, the asset placed in this transaction, has been transferred to the name of the listed company. On January 10, 2022, Luneng new energy completed the industrial and commercial registration procedures for shareholder change and obtained the new business license issued by Beijing Chaoyang District market supervision and Administration Bureau. The transfer of assets involved in this transaction has been completed. The listed company has held 100% equity of Luneng new energy, and Luneng new energy has become a wholly-owned subsidiary of the listed company.
(II) transfer of disposed assets
The assets purchased in this transaction are the equity of all 23 subsidiaries held by the listed company, as follows:
Assets purchased by the counterparty
1. 100% equity of Shandong Luneng Genfu Development Co., Ltd;
2. 100% equity of Nanjing Luneng Silicon Valley Real Estate Development Co., Ltd;
Capital Weiye 3. 100% equity of Fuzhou Luneng Real Estate Co., Ltd;
4. Huzhou Dongxin Industrial Investment Co., Ltd. has 100% equity;
5. 100% equity of Chongqing Luneng Yingda Co., Ltd;
6. Zhangjiakou Luneng Real Estate Co., Ltd. has 100% equity.
1. 100% equity of Shandong Luneng Property Co., Ltd;
2. 100% equity of Chongqing Luneng Property Service Co., Ltd;
3. 100% equity of Qingdao Luneng Guangyu Real Estate Development Co., Ltd;
4. 100% equity of Sanya zhonglvyuan Real Estate Co., Ltd;
5. 100% equity of Shantou zhonglvyuan land Co., Ltd;
6. 100% equity of Chengdu Luneng Real Estate Co., Ltd;
7. Qingdao zhonglvyuan health Real Estate Co., Ltd. has 100% equity.
8. 100% equity of Dongguan Luneng Guangyu Real Estate Development Co., Ltd;
Luneng Group 9. 100% equity of Suzhou Luneng Guangyu land Co., Ltd;
10. 100% equity of Tianjin Luneng Taishan Real Estate Development Co., Ltd;
11. 100% equity of Shandong Luneng Zhujiayu Development Co., Ltd;
12. 100% equity of Chongqing Jiangjin Luneng Lingxiu City Development Co., Ltd;
13. 100% equity of Chongqing Luneng development (Group) Co., Ltd;
14. 100% equity of Beijing Shunyi New Town Construction and Development Co., Ltd;
15. 100% equity of Shandong Luneng wanchuang Real Estate Co., Ltd;
16. 100% equity of Nanjing Luneng Guangyu land Co., Ltd;
17. Yibin Luneng development (Group) Co., Ltd. has 65% equity.
As of the disclosure date of this announcement, the equity of 23 subsidiaries involved in the assets have been transferred to the counterparty, and the industrial and commercial change procedures have been completed.
2、 Subsequent events of this transaction
Subsequent events of this transaction mainly include:
(I) profit and loss arrangement in transition period
The listed company also needs to hire an audit institution to conduct a special audit on the profits and losses of Luneng new energy from the benchmark date of evaluation to the delivery date, and implement the agreement on the attribution of profits and losses in the transition period in the relevant agreements of this transaction according to the special audit results.
(II) agreements and commitments to be continuously performed by relevant parties
The parties involved in this transaction still need to continue to perform the relevant agreements and commitments involved in this transaction. (III) continuously perform the obligation of information disclosure
The listed company shall continue to perform the obligation of information disclosure on the follow-up matters of this transaction in accordance with the requirements of relevant laws and regulations.
3、 Concluding observations of intermediaries
(I) concluding observations of the independent financial adviser
Upon verification, the independent financial advisor Citic Securities Company Limited(600030) believes that:
1. The implementation process of this transaction has fulfilled the legal decision-making, approval and approval procedures, and complies with the requirements of the company law, the securities law, the measures for the administration of major asset restructuring of listed companies and other relevant laws and regulations;
2. The industrial and commercial registration procedures for the transfer of the underlying assets of this transaction have been completed, Tianjin Guangyu Development Co.Ltd(000537) has legally held 100% shares of Luneng new energy, and the transfer procedures of the underlying assets are legal and effective;
3. The listed company has fulfilled the relevant information disclosure obligations in respect of this transaction, which meets the requirements of relevant laws, regulations and the stock listing rules of Shenzhen Stock Exchange. During the implementation of this transaction, there is no material difference between the actual situation and the previously disclosed relevant information;
4. As of the date of issuance of this verification opinion, there are changes in directors, supervisors and senior managers of the listed company and the subject company. The above personnel changes have performed the necessary procedures, and the personnel changes have not had a significant adverse impact on the operation and management of the listed company;
5. During the implementation of this reorganization, the listed company did not have the situation that the funds and assets were occupied by the indirect controlling shareholders, controlling shareholders and their affiliates, nor did the listed company provide guarantees for the indirect controlling shareholders, controlling shareholders and their affiliates in violation of regulations;
6. The relevant agreements involved in this transaction and the commitments made by the relevant parties have been performed or are being performed, and there is no material breach of the agreements and commitments;
7. Under the condition that all parties to the transaction fulfill their obligations in accordance with the relevant agreements signed and commitments made, there is no substantive obstacle to the implementation of subsequent matters of the transaction.
(II) concluding observations of legal counsel
After verification, the legal adviser Beijing Zhonglun law firm believes that:
1. The necessary approval and authorization have been obtained for the reorganization, and all parties to the transaction can implement the reorganization according to law.
2. The delivery procedures of the assets placed and assets placed involved in this reorganization have been completed; The implementation of this reorganization complies with the relevant agreements signed by all parties to this reorganization and the provisions of relevant laws, regulations and normative documents, and is legal and effective.
3. Tianjin Guangyu Development Co.Ltd(000537) has fulfilled the relevant information disclosure obligations for this restructuring, and complies with the requirements of relevant laws, regulations and normative documents. During the implementation of this reorganization, there was no material difference between the actual situation and the previously disclosed information.
4. Since the reorganization was deliberated and approved by the general meeting of shareholders until the issuance date of this legal opinion, Tianjin Guangyu Development Co.Ltd(000537) and the target company have changed directors, supervisors and senior managers. The above personnel changes have performed the necessary procedures, and the personnel changes have not had a significant adverse impact on the operation and management of the listed company.
5. During the implementation of this reorganization, there is no case that Tianjin Guangyu Development Co.Ltd(000537) funds and assets are occupied by the controlling shareholders, actual controllers and other related parties, nor does Tianjin Guangyu Development Co.Ltd(000537) provide guarantees for the controlling shareholders, actual controllers and other related parties in violation of regulations.
6. The relevant agreements and commitments of this reorganization have been effectively performed or are being performed, and no party has violated the agreements or commitments.
7. On the basis of the effective performance of the agreement by all parties, there are no substantive legal obstacles to the handling of subsequent matters of this reorganization.
4、 Documents for future reference
1. Relevant supporting documents of asset transfer;
2. Citic Securities Company Limited(600030) independent financial consultant's verification opinions on the implementation of Tianjin Guangyu Development Co.Ltd(000537) major asset replacement, major asset sale and related party transactions issued by Citic Securities Company Limited(600030) ;
3. Legal opinion of Beijing Zhonglun law firm on the implementation of Tianjin Guangyu Development Co.Ltd(000537) major asset replacement, major asset sale and related party transactions issued by Beijing Zhonglun law firm. It is hereby announced.
Tianjin Guangyu Development Co.Ltd(000537) board of directors
January 19, 2022
