Securities code: 600054 (A shares) stock abbreviation: Huangshan Tourism Development Co.Ltd(600054) (A shares) No.: 2022-004 900942 (B shares) Huangshan B shares (B shares)
Huangshan Tourism Development Co.Ltd(600054)
Announcement on the acquisition of equity and related party transactions by 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. Important content tips:
● transaction content: Huangshan Yunding Investment Management Co., Ltd., a wholly-owned subsidiary of the company, plans to purchase 40.85% of the shares of Huangshan liubaili Houkui Tea Industry Co., Ltd. held by Huangshan Saifu tourism and Cultural Industry Development Fund (limited partnership) with its own capital of 55.1475 million yuan.
● this transaction constitutes a connected transaction and does not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies.
● as of this related party transaction, the company has not had any related party transactions related to the same related party or transaction categories with different related parties in the past 12 months.
● risk warning: the investment object may face risks caused by covid-19 epidemic, economic environment, macro policies, industry development and market changes, as well as certain operation, management and operation risks. There is certain uncertainty in business integration and synergy.
1、 Overview of related party transactions
1. According to the resolution of the 18th meeting of the 7th board of directors on August 9, 2019, the company and the related party Huangshan Saifu tourism and Cultural Industry Development Fund (limited partnership) (hereinafter referred to as "Huangshan Saifu fund") jointly invested 60 million yuan to participate in the capital and share increase of Huangshan liubaili Houkui Tea Co., Ltd. (hereinafter referred to as "liubaili tea industry"). Among them, the company invested 11 million yuan, accounting for 9.17% of the total share capital of 600 Li tea industry after the capital increase; Huangshan Saifu fund contributed 49 million yuan, accounting for 40.85% of the total share capital of 600 Li tea industry after the capital increase (see the company's Announcement No. 2019-030 for details).
2. According to the resolution of the 32nd meeting of the seventh board of directors of the company on February 2, 2021, the company invested abroad to establish a wholly-owned subsidiary Huangshan Yunding Investment Management Co., Ltd. (hereinafter referred to as "Yunding investment") and used it as a platform to expand the investment field (see Announcement No. 2021-005 of the company for details).
3. In order to further promote the integration of "cultural tourism + tea tourism" and realize the strategic coordination between tourism industry and tea industry, the company held the 7th Meeting of the 8th board of directors on January 18, 2022, and deliberated and adopted the proposal on the acquisition of 600 Li tea equity and related party transactions held by Huangshan Saifu fund by a wholly-owned subsidiary, It is agreed that yundian investment, a wholly-owned subsidiary of the company, will acquire 40.85% of the shares of liubaili tea industry held by Huangshan Saifu fund with its own capital of 55.1475 million yuan, and agree to sign relevant agreements. After the completion of this transaction, yundian investment will become a shareholder of 600 Li tea industry, holding 40.85% of the shares of 600 Li tea industry; The company will directly and indirectly hold 50.02% of the shares of 600 Li tea industry.
4. Huangshan Saifu Fund Management Co., Ltd. is a joint-stock company of the company. Mr. Zhang Dehui, chairman of the company, serves as a director of the company. The company is an affiliated legal person of the company. Huangshan Saifu Fund Management Co., Ltd. is the general partner of Huangshan Saifu fund. According to the stock listing rules of Shanghai Stock Exchange and other relevant provisions, this transaction 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. The independent directors of the company approved the transaction in advance and expressed independent opinions. Related directors of this transaction avoided voting.
5. As of this related party transaction, the company has not had any related party transactions related to the same related party or transaction categories with different related parties in the past 12 months. From the beginning of the year to the disclosure date, the total amount of various related party transactions between the company and the same related party is 0 yuan.
6. The board of directors authorizes the management of the company to fully handle relevant matters related to this transaction, including but not limited to signing agreements and other documents related to this acquisition, and handling all subsequent matters related to industrial and commercial filing and registration.
2、 Basic information of transferor and related parties
1. Enterprise name: Huangshan Saifu tourism and Cultural Industry Development Fund (limited partnership)
2. Unified social credit Code: 91341000ma2rf5u44n
3. Enterprise type: limited partnership
4. Date of establishment: January 5, 2018
5. Registered address: No. 54, Yingbin Avenue, Tunxi District, Huangshan City
6. Executive partner: Huangshan Saifu Fund Management Co., Ltd
7. Appointed representative of executive partner: Yan Yan
8. Business scope: equity investment; Investment consulting and investment management services. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
9. Partner: Huangshan Saifu Fund Management Co., Ltd. holds 1% share and is the general partner of Huangshan Saifu fund; Shenzhen Jinsheng shuoheng venture capital center (limited partnership), BOC Asset Management Co., Ltd. and the company hold 40%, 35% and 24% shares respectively. They are the limited partners of Huangshan Saifu fund. 10. Main financial indicators:
Audited by ShineWing Certified Public Accountants (special general partnership), as of December 31, 2020, the total assets of Huangshan Saifu fund were 1096959700 yuan and the net assets were 1096852800 yuan; In 2020, the operating revenue will be 0 yuan and the net profit will be 66.4157 million yuan.
As of September 30, 2021, the total assets of Huangshan Saifu fund were 1083353900 yuan and the net assets were 108324700 yuan; From January to September 2021, the operating income was 0 yuan and the net profit was -13.6058 million yuan (Unaudited).
11. Description of related relationship: Huangshan Saifu Fund Management Co., Ltd. is a joint-stock company of the company. Mr. Zhang Dehui, chairman of the company, serves as a director of the company. The company is an associated legal person of the company. Huangshan Saifu Fund Management Co., Ltd. is the general partner of Huangshan Saifu fund. According to the stock listing rules of Shanghai Stock Exchange and other relevant provisions, this transaction constitutes a connected transaction.
3、 Basic information of transferee
1. Company name: Huangshan Yunding Investment Management Co., Ltd
2. Unified social credit Code: 91341000ma2wqx132n
3. Enterprise type: limited liability company (sole proprietorship of legal person invested or controlled by non natural person)
4. Date of establishment: March 3, 2021
5. Registered capital: 500 million yuan
6. Legal representative: Xu Fei
7. Registered address: 17th floor, block D, Tiandu International Hotel, No. 5, Tiandu Avenue, Yudong street, Tunxi District, Huangshan City, Anhui Province
8. Business scope: equity investment; Investment management; Management consulting.
(for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
9. Equity structure: the company holds 100% equity of yundian investment.
10. Main financial indicators: as of September 30, 2021, the total assets in the consolidated statement of yundian investment were 79.4117 million yuan and the net assets were 68.6978 million yuan; From January to September 2021, the operating income was 152.01 yuan and the net profit was -2.0122 million yuan (Unaudited).
4、 Basic information of related party transactions
(I) subject matter of transaction
1. Company name: Huangshan liubaili Houkui Tea Co., Ltd
2. Unified social credit Code: 913410007901098435
3. Enterprise type: other joint stock limited companies (unlisted)
4. Date of establishment: March 13, 2000
5. Registered capital: 71.41 million yuan
6. Legal representative: Ding Wei
7. Registered address: Huangshan Industrial Park, Huangshan City, Anhui Province
8. Business scope: green tea production, processing and sales, Tea technical consultation, famous tea development, purchase and sales, local products, retail of daily necessities, general cargo transportation, self production and self sales of logs and strips, tourism investment and development, development, production and processing of grain drinks, herbal drinks, tea concentrate, tea powder and high value-added plant drinks, construction of raw material base Comprehensive development and utilization of tea residue; Cultural tourism; Non material cultural heritage protection and museums; Wholesale and retail of prepackaged food and bulk food; Cigarette retail. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
9. Equity structure: before this transaction, the equity structure of the subject company is as follows:
Shareholding ratio of registered capital
Name of shareholder (RMB 10000) (%)
Huangshan Saifu tourism and Cultural Industry Development Fund (limited partnership) 2917 40.85
Huangshan Tourism Development Co.Ltd(600054) 655 9.17
Zheng Zhongming 3000 42.01
Huangshan Zhongming investment partnership (limited partnership) 569 7.97
Total 7141 100.00
10. Description of ownership status: the ownership of the equity of the subject company 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.
11. Other shareholders of the subject company promise to unconditionally waive the preemptive right for this share transfer.
12. Main financial indicators:
As of December 31, 2020, the total assets of the 600 mile tea industry were 131.1193 million yuan and the net assets were 87.2547 million yuan; In 2020, the operating income will be 17.6148 million yuan and the net profit will be -5.7736 million yuan (Unaudited). As of September 30, 2021, the total assets of 600 Li tea industry were 124.5696 million yuan, and the net assets were 74.5015 million yuan; From January to September 2021, the operating income was 15.3985 million yuan and the net profit was -8.9963 million yuan (Unaudited).
(II) special audit and asset evaluation
Rongcheng Certified Public Accountants (special general partnership) conducted a special audit on the 600 Li tea industry and issued the audit report Rongcheng zhuanzi [2021] No. 230z2472. As of May 31, 2021, the total assets of the 600 Li tea industry were 132.9984 million yuan and the net assets were 77.7943 million yuan.
Zhongshui Zhiyuan Assets Appraisal Co., Ltd. has appraised the market value of all shareholders' rights and interests of liubaili tea industry and issued the appraisal report of Zhongshui Zhiyuan pingbao Zi [2021] No. 020443.
(III) pricing policy and basis
According to the appraisal report issued by Zhongshui Zhiyuan Assets Appraisal Co., Ltd. (Zhongshui Zhiyuan pingbao Zi [2021] No. 020443: as of the benchmark date of May 31, 2021, the assets of the subject company have been appraised through the asset-based method. The net assets of the subject company are 135.0106 million yuan, an increase of 57.2163 million yuan and a value-added rate of 73.55% compared with the book net assets of 77.7943 million yuan. The appreciation in this appraisal is mainly due to the appreciation of productive biological assets, which is mainly due to the early planting of tea trees in the three tea bases of Houcun base, Taoyuan base and Daping base of the subject company. As the tea trees reach the tea production period, the tea trees can produce stable income in the prediction period.
Referring to the appraisal conclusion, the appraisal value of the subject company is determined to be 135 million yuan by both parties through negotiation, and the transfer price of 40.85% shares of the corresponding subject company is 55.1475 million yuan. This transaction is based on the assessed value, and the pricing is fair and reasonable.
5、 Main contents of the agreement
(I) main contents of share transfer agreement
According to the transaction arrangement, Huangshan Saifu fund, yundian investment and 600 Li tea signed a share transfer agreement.
1. The parties agree that the consideration for the transfer of the subject shares is RMB 55.1475 million. After the completion of this transaction, the equity structure of the subject company is changed to:
Shareholding ratio of registered capital
Name of shareholder (RMB 10000) (%)
Huangshan yundian Investment Management Co., Ltd. 2917 40.85
Huangshan Tourism Development Co.Ltd(600054) 655 9.17
Zheng Zhongming 3000 42.01
Huangshan Zhongming investment partnership (limited partnership) 569 7.97
total
