Securities code: 000420 securities abbreviation: Jilin Chemical Fibre Co.Ltd(000420) securities No.: 2022-05 Jilin Chemical Fibre Co.Ltd(000420)
Announcement on absorption and merger of wholly owned subsidiaries
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. 1、 Transaction description
(I) basic information
In order to optimize resource allocation, improve operation efficiency and reduce management levels, Jilin Chemical Fibre Co.Ltd(000420) (hereinafter referred to as “the company”) plans to absorb and merge the wholly-owned subsidiary Jilin aika Viscose Fiber Co., Ltd. (hereinafter referred to as “Jilin aika company”), that is, take the company as the main body and adopt the method of absorption and merger to merge Jilin aika company. After the merger, Jilin aika company will be cancelled, and the company will continue all assets, liabilities, businesses and personnel of Jilin aika company.
(II) this merger does not constitute a related party transaction, nor does it constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies.
(III) voting and deliberation:
The company held the 26th meeting of the 9th board of directors on January 21, 2022, and deliberated and adopted the proposal on absorption and merger of wholly-owned subsidiaries. The absorption and merger matters are within the approval authority of the board of directors and do not need to be submitted to the general meeting of shareholders for deliberation.
(IV) whether the transaction needs to be approved by relevant departments:
After the completion of this absorption and merger, Jilin aika company needs to go through the industrial and commercial cancellation formalities with the local market supervision and administration department. 2、 Basic information of the merged party
1. Name: Jilin aika Viscose Fiber Co., Ltd
2. Unified social credit Code: 91220000786826719j
3. Registered address: No. 516, Jiuzhan street, Jilin City
4. Enterprise type: limited liability company (sole proprietorship of legal person invested or controlled by natural person)
5. Legal representative: Jin Dongjie
6. Industrial and commercial registered capital: 15716059789
7. Date of establishment: May 30, 2006
8. Business scope: production of viscose filament for textile fabrics, sales of self-produced products and provision of relevant suggestions and after-sales services to customers (for projects subject to approval according to law, business activities can be carried out only with the approval of relevant departments)
9. Main financial data in recent three years (unit: 10000 yuan)
Subject end of 2020 end of 2019 end of 2018
Total assets 33120 32907 32793
Total liabilities 29367 29886 33202
Net assets 3753 3021 – 409
Operating income 12855 21758 20947
Net profit 732 3431 2662
10. Upon inquiry in the national enterprise credit information publicity system, Jilin aika company is not a dishonest executee.
3、 Mode, scope and relevant arrangements of this absorption and merger
(I) the absorption and consolidation method is that the company absorbs and consolidates Jilin aika company as a whole. All assets, personnel, creditor’s rights and debts, rights and obligations of Jilin aika company are transferred to the company and continued by the company. After the completion of this merger, the existing business of the merged enterprise Jilin aika company will be taken over by the company. The company continues to operate and Jilin aika company is cancelled.
(II) after the merging parties have respectively performed their respective legal approval procedures, they shall implement the merger procedures, prepare the balance sheet and asset list, and perform the procedures of notifying creditors and announcement.
(III) both parties to the merger shall jointly complete all asset delivery matters of Jilin aika company, handle asset transfer procedures and relevant ownership change registration procedures.
4、 Impact of merger on the company
(I) since the upgrading and transformation of the production line in 2017, the product competitiveness of Jilin aika company has been strengthened. Its products are high-end products in viscose filament, so as to consolidate the company’s competitiveness in the field of viscose filament.
The absorption and merger reduces the management level, is conducive to the optimal allocation of resources, improves operation efficiency, conforms to the company’s development strategy and has a positive impact on the company’s development.
(II) Jilin aika company, the merged party, is a wholly-owned subsidiary of the company, and its financial statements have been included in the scope of the company’s consolidated financial statements. Therefore, this absorption and merger will not have a substantive impact on the company’s situation and will not damage the interests of the company and shareholders.
(III) this merger does not involve changes in the company’s total share capital and registered capital.
It is hereby announced!
Jilin Chemical Fibre Co.Ltd(000420) board of directors January 21, 2002
