Securities code: 000897 securities abbreviation: Tianjin Jinbin Development Co.Ltd(000897) Announcement No.: 2022-02
Tianjin Jinbin Development Co.Ltd(000897)
Transfer by public delisting
Announcement on 51% equity of Tianjin binbao Real Estate Development Co., Ltd
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 Jinbin Development Co.Ltd(000897) (hereinafter referred to as "the company" or "the company") October 2019
Tianjin yujiabao investment holding (Group) Co., Ltd. (now renamed Tianjin TEDA urban development group)
Ltd., hereinafter referred to as "TEDA Chengfa group". The company is a wholly state-owned enterprise and has nothing to do with the company
Tianjin binbao Real Estate Development Co., Ltd. (hereinafter referred to as "binbao company") was jointly established
Company holds 49%, TEDA Chengfa group holds 51%). Binbao company has achieved "Jinbin" through bidding, auction and listing
Open (hang up) the "plot 2019-3" project (see announcements 2019-47 and 2019-59 for details).
After TEDA Chengfa group changed its name, it decided to adjust its business layout and other considerations
The 51% equity of binbao company is transferred through public listing in Tianjin property right trading center.
The company now transfers this part of the equity of binbao company through public delisting. After the transfer, binbao company
Become a wholly-owned subsidiary of the company. The details are as follows:
1、 Transaction overview
1. The 51% equity of binbao company transferred by the company is transferred by TEDA Chengfa group in the form of public listing. The company acquires it through public delisting, and the listing and delisting price is 18.43 million yuan. This acquisition does not belong to
Connected transactions do not constitute a major asset reorganization. The delisting date is January 20, 2022.
2. The equity transfer has been deliberated and approved at the first communication meeting of the seventh board of directors in 2022
It is unnecessary to submit it to the general meeting of shareholders for deliberation. The public delisting has received the notice of acceptance from Tianjin property right trading center
Let the qualification confirmation notice.
3. This equity transfer will follow the transaction process of Tianjin property rights trading center to perform the signing
Payment and other procedures, and the relevant registration change procedures shall be handled after the transaction is completed.
2、 Basic information of the counterparty
1. TEDA Chengfa group, the equity transferor, is a wholly state-owned company, and the actual controller is the Management Committee of Tianjin Economic and Technological Development Zone, as follows:
(1) Company name: Tianjin TEDA Urban Development Group Co., Ltd
(2) Unified social credit Code: 9112011669407402xc
(3) Address: floor 31 (4), shuangchuang building, No. 3699, Xinhua Road, Tianjin pilot free trade zone (central business district), legal representative name: Qin Jian
(5) Registered capital: 1473725294700 yuan
(6) Company type: limited liability company (solely state-owned)
(7) Business scope: those prohibited by laws and regulations shall not be operated; Those that should be approved shall not be operated without approval; Those that are not subject to examination and approval by laws and regulations shall operate independently. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
2. TEDA Chengfa group is a wholly state-owned enterprise directly under the Management Committee of Tianjin Economic and Technological Development Zone, and has no relationship with the company.
3. TEDA Chengfa group is not the executee of dishonesty.
3、 Basic information of transaction object
1. Overview of the underlying assets:
(1) Name of transferred assets: 51% equity of Tianjin binbao Real Estate Development Co., Ltd. There is no ownership problem affecting the company's current transfer of the equity.
(2) The audited book value corresponding to 51% equity of binbao company is 14.81 million yuan. The appraised value after being appraised and filed by the state-owned assets supervision and administration department is 18.43 million yuan;
2. Basic information of binbao company
(1) Company name: Tianjin binbao Real Estate Development Co., Ltd
(2) Unified social credit Code: 91120116ma06u6lp06
(3) Address: Room 204, second floor, Jianshe building, No. 76 Dongting Road, TEDA
(4) Name of legal representative: Zhang Aiqun
(5) Registered capital: 30 million yuan
(6) Company type: limited liability company
(7) Business scope: real estate development and sales; estate management; Self owned house lease; Interior architecture
Decoration works; Landscaping works; Sales of building materials and decoration materials (excluding hazardous chemicals). (8) Ownership structure:
Capital contribution amount (10000 yuan) contribution proportion and contribution method
Tianjin Jinbin Development Co.Ltd(000897) 1470 49% cash
Tianjin yujiabao investment holding (Group) Co., Ltd. 1530 51% cash
(9) I. main financial information of binbao company
According to the listing announcement, the audited total assets of binbao company in 2020 were 563 million yuan, with a net capital of
The production is 29.5879 million yuan. Because the projects developed by binbao company have not been sold and settled, there is no operating revenue and net profit
The profit is -412100 yuan, mainly the normal operating expenses of the company.
As of June 30, 2021 (the benchmark date of listing audit and evaluation), the audited total assets of binbao company are
643 million yuan, with a net asset of 29.0448 million yuan. As the project developed by binbao company has not been sold and settled,
There is no operating income, and the net profit is -543000 yuan, mainly the normal operating expenses of the company.
3. There are no provisions restricting shareholders' rights in the articles of association of binbao company.
4. Binbao company is not the executee of dishonesty.
5. The listing information shows that the equity transfer of binbao company has been evaluated by Tianjin Guangyu Asset Appraisal Co., Ltd
The assets appraisal report (jgypbz (2021) No. 150) is issued. The assets are used for this appraisal
Basic method. The report has been filed by the state owned assets supervision and administration department, and the benchmark date is
June 30, 2021. The book value of the total assets of binbao company is 643 million yuan, and the appraisal value is 650 million yuan
Land fund and development investment for the "jinbinkai (hang) plot 2019-3" project developed by binbao company; The book value of the net assets is 29.0448 million yuan, and the appraisal value is 36.1346 million yuan (corresponding to 51% of binbao company)
The book value of equity is 14.81 million yuan and the appraisal value is 18.43 million yuan).
6. After the completion of this transfer, binbao company will become a wholly-owned subsidiary of the company and be included in the consolidated report of the company
Table range. Binbao company does not provide financial assistance to others; There is no guarantee for others
Shape; This transfer will not cause related parties to occupy the funds of the listed company.
4、 Main contents of transaction
1. The transaction amount of 51% equity of binbao company is RMB 18.43 million, and the payment method is cash. After paying a deposit of 5.529 million yuan to the property rights trading center, the balance shall be paid within 5 working days.
2. The pricing basis of this transaction is the evaluated price that has been evaluated and filed by the state-owned assets supervision and administration department. 3. The source of funds for the transfer of binbao's equity is the company's own funds.
4. The subject matter of this transaction will go through the registration and change procedures after completing all procedures of Tianjin property right trading center.
5、 Other arrangements related to this equity transfer
The equity transfer of binbao company does not involve personnel resettlement, land lease, debt restructuring, etc., and there will be no related party transactions after the transfer is completed.
6、 The purpose of the transfer of 51% equity of binbao company and its impact on the company
After the acquisition, binbao company will change from a joint-stock subsidiary to a wholly-owned subsidiary within the scope of the company's consolidated statements, which will increase the company's asset scale and project development scale. The "jinbinkai (hang) plot 2019-3" project developed by binbao company is still in the development and construction stage. There will be no income settlement this year and will not have a significant impact on the income and profit this year.
7、 Documents for future reference
1. Resolution of the first communication meeting of the seventh board of directors in 2022;
2. Public listing documents of 51% equity of binbao company;
3. Summary of transactions of listed companies;
Tianjin Jinbin Development Co.Ltd(000897)
January 22, 2022
