Securities code: 600054 (A shares) stock abbreviation: Huangshan Tourism Development Co.Ltd(600054) (A shares) No.: 2022-003 900942 (B shares) Huangshan B shares (B shares)
Huangshan Tourism Development Co.Ltd(600054)
Announcement on internal transfer of equity of wholly-owned 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. 1、 Overview of equity transfer
1. According to the resolution of the 4th meeting of the 8th board of directors of the company on October 8, 2021, the company invested and established Huangshan Huishang hometown Cultural Development Co., Ltd. (hereinafter referred to as “Huangshan Huishang hometown company”) with its own funds. The newly established company has a registered capital of 100 million yuan, and the company invested 100 million yuan in cash, Accounting for 100% of the registered capital of the newly established company (see company Announcement No. 2021-046 for details). Huangshan Huishang hometown company has completed the industrial and commercial establishment registration on October 20, 2021 (see company Announcement No. 2021-047 for details).
2. In order to further strengthen the integration of the company’s existing Huizhou cuisine catering business, improve management efficiency, and further accelerate the development of the company’s Huizhou cuisine catering business, the company held the 7th Meeting of the 8th board of directors on January 18, 2022, deliberated and adopted the proposal on internal transfer of shares of wholly-owned subsidiaries, It is agreed to transfer 100% equity of Huishang hometown Culture Development Group Co., Ltd. (hereinafter referred to as “Huishang hometown culture company”) held by the company to Huangshan Huishang hometown company, a wholly-owned subsidiary of the company. After the equity transfer, Huishang hometown culture company will become a wholly-owned subsidiary of Huangshan Huishang hometown company.
3. This equity transfer does not constitute a related party transaction, nor does it constitute a major asset reorganization specified in the administrative measures for major asset reorganization of listed companies.
4. The board of directors of the company authorizes the management to handle all matters related to the equity transfer, including but not limited to handling all other matters related to it.
2、 Basic information of the transferee
1. Company name: Huangshan Huishang hometown Culture Development Co., Ltd
2. Unified social credit Code: 91341000ma8nalh96c
3. Enterprise type: limited liability company (sole proprietorship of legal person invested or controlled by non natural person)
4. Date of establishment: October 20, 2021
5. Registered address: No. 31, Huashan Road, Tunxi District, Huangshan City, Anhui Province
6. Legal representative: Tang Shinan
7. Registered capital: 100 million yuan
8. Business scope: general items: organizing cultural and artistic exchange activities; Conference and exhibition services; Sales of Arts and crafts and etiquette supplies (except ivory and its products); business management; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Sales of daily necessities; Sales of household appliances; Primary Shenzhen Agricultural Products Group Co.Ltd(000061) acquisition; Food Shenzhen Agricultural Products Group Co.Ltd(000061) retail; Edible Shenzhen Agricultural Products Group Co.Ltd(000061) wholesale; Vegetable planting; Retail of fresh vegetables; Wholesale of fresh vegetables; Fresh meat retail; Wholesale of fresh meat; Retail of aquatic products; Sales of agricultural and sideline products; Internet sales (except sales of goods requiring license); Internet sales of food (only pre packaged food); Takeout delivery service; Non residential real estate leasing; Low temperature storage (excluding hazardous chemicals and other items requiring approval); Manufacturing of special equipment for food, wine, beverage and tea production (except for the licensed business, it can independently operate the projects not prohibited or restricted by laws and regulations) licensed projects: food sales (for the projects that must be approved according to law, the business activities can be carried out only with the approval of relevant departments)
9. Equity structure: the company holds 100% equity of Huangshan Huishang hometown company.
3、 Basic information of transfer object
1. Company name: Huishang hometown Culture Development Group Co., Ltd
2. Unified social credit Code: 91110102741596278p
3. Enterprise type: limited liability company (sole proprietorship of legal person)
4. Date of establishment: August 7, 2002
5. Registered address: No. 5, nanbinhe Road, Xicheng District, Beijing
6. Legal representative: Tang Shinan
7. Registered capital: 50 million yuan
8. Business scope: organizing cultural and artistic exchanges (excluding performances); Undertake exhibition activities; Technology development, technical consultation, technical service and technical training; Home Furnishing decoration; Sales of building materials, mechanical and electrical equipment, chemical products (excluding class I precursor chemicals and dangerous goods), hardware and electricity, refrigeration and air conditioning equipment, computer software and hardware and peripheral equipment, department stores and decorative materials; Limited to branches: manufacturing and selling Chinese food (including cold meat and cold dishes); Sell wine and beverages. (market entities shall independently choose business items and carry out business activities according to law; projects that must be approved according to law shall carry out business activities according to the approved contents after being approved by relevant departments; they shall not engage in business activities of projects prohibited and restricted by national and municipal industrial policies.)
9. Equity structure: the company holds 100% equity of Huishang hometown culture company. After this equity transfer, Huangshan Huishang hometown company will hold 100% equity of Huishang hometown culture company.
10. Description of ownership relationship: the equity of the subject company transferred this time is free from mortgage, pledge and any other restrictions on transfer, and does not involve litigation, arbitration matters or judicial measures such as seizure and freezing.
11. Main financial indicators:
According to the audit of Rongcheng Certified Public Accountants (special general partnership), as of December 31, 2020, the total assets of Huishang hometown culture company were 138.7435 million yuan and the net assets were 23.1011 million yuan; In 2020, the operating revenue will be 83.4345 million yuan and the net profit will be -12.3677 million yuan.
As of September 30, 2021, the total assets of Huishang hometown culture company were 182.2446 million yuan and the net assets were 25.7536 million yuan; From January to September 2021, the operating revenue was 97.8459 million yuan and the net profit was 2.474 million yuan (Unaudited).
4、 Impact of this equity transfer on Listed Companies
This equity transfer aims to further optimize the company’s resource allocation, integrate the company’s existing Huizhou catering business, strengthen business control, improve management efficiency, and further accelerate the development of the company’s Huizhou catering business on this basis. This equity transfer is conducive to the company to make full use of and give full play to the rich resources of raw materials and agricultural and sideline products in Huangshan, further expand the brand and market value of Huizhou merchants’ hometown, further expand and strengthen the catering sector of Huizhou cuisine, enhance the company’s comprehensive competitiveness and sustainable development ability, and comply with the company’s long-term planning and development strategy. This equity transfer is an internal transfer between the company and a wholly-owned subsidiary, does not involve transaction consideration, will not lead to changes in the scope of the company’s consolidated statements, will not affect the normal operation of the company’s production and operation activities, will not have a significant impact on the company’s financial and operating conditions, and will not damage the interests of the listed company and all shareholders.
5、 Risk analysis of this equity transfer
1. This equity transfer is an important measure for the company to increase the integration of Huizhou cuisine catering sector. However, affected by covid-19 epidemic situation, economic environment, macro policies, market demand, operation and management and other factors, there are certain uncertainties in the operation efficiency, resource integration and later expansion of Huizhou cuisine catering business in the future, and there may be a risk that this integration does not meet the expectations. The company will actively pay attention to changes in the economic and policy environment, closely track industry development and market changes, strengthen corporate governance and internal control, improve the level of operation and management, strengthen market development and publicity, constantly adapt to market changes, improve anti risk ability, and actively respond to and prevent possible risks.
2. The equity transfer still needs to be approved by the market supervision and administration department, and there is some uncertainty in the final approval.
The company will timely perform the obligation of information disclosure in accordance with relevant regulations according to the follow-up progress of this equity transfer. Please pay attention to investment risks.
5、 Documents for future reference
Resolution of the 7th Meeting of the 8th board of directors of the company.
It is hereby announced.
Huangshan Tourism Development Co.Ltd(600054) board of directors January 19, 2022
