Stock abbreviation: Hunan Copote Science Technology Co.Ltd(600476) securities code: 600476 Announcement No.: pro 2022-005 Hunan Copote Science Technology Co.Ltd(600476)
Announcement on the debtor’s repayment of debts with goods
The board of directors and all directors of the company guarantee that the contents of the announcement are true, accurate and complete, and are jointly and severally liable for false records, misleading statements or major omissions in the announcement.
Important content tips:
● Changsha shengdeli Real Estate Development Co., Ltd. (hereinafter referred to as “shengdeli”) intends to repay part of its arrears to Hunan Copote Science Technology Co.Ltd(600476) (hereinafter referred to as “the company”) with its sealed commercial real estate at No. 301, building A7, Yingang Crystal City, No. 569, section 3, Wanjiali North Road, Furong district, Changsha. The appraisal price of the debt paying assets is 18.6229 million yuan. After deducting 4.2 million yuan (used to deal with the relevant matters of the real estate in the execution of the court) and 800000 yuan of taxes (estimated, the actual taxes are approved by the tax bureau), the actual debt paying amount is about 13.6229 million yuan. After the debt repayment in kind is completed, the debt principal of shengdeli to the company will be reduced to RMB 7.3771 million (the final debt repayment amount and remaining debt principal shall be subject to the accounting after the transfer of the mortgaged real estate).
● this transaction does not constitute a connected transaction, nor does it constitute a major asset reorganization specified in the administrative measures for major asset reorganization of listed companies.
● there are no major legal obstacles to the implementation of this transaction.
● after the transaction is reviewed and approved by the board of directors of the company, it does not need to be submitted to the general meeting of shareholders of the company for deliberation.
1、 Transaction overview
In December 2008, due to the adjustment of business strategy, the company transferred all the equity of Hunan Xiangyou Real Estate Co., Ltd. (hereinafter referred to as “Xiangyou real estate”) to Hunan Honghua Investment Co., Ltd, It is also agreed to use the 2000 square meter real estate of Jinpen Road No. 99 project jointly developed by Xiangyou real estate and Hunan Dongyi Real Estate Investment Co., Ltd. to offset part of the money owed by Xiangyou real estate to the company. In November 2010, the company transferred the 2000 m2 house property that had not been delivered to Shengde at a price of 30 million yuan, and received a deposit of 9 million yuan from Shengde, and the balance of 21 million yuan was not recovered. By the end of 2020, the 21 million yuan owed company had withdrawn 7.35 million yuan of bad debt reserves, with a net book value of 13.65 million yuan.
In order to protect the company’s rights and interests and recover the arrears as soon as possible, after active negotiation between the company and Shengde, Shengde plans to repay part of its arrears with its sealed commercial real estate at No. 301, building A7, Yingang Crystal City, No. 569, section 3, Wanjiali North Road, Furong District, Changsha. At present, Shengde has sealed up the above-mentioned real estate according to law. After obtaining the right to dispose of the real estate and the Court issues a notice of assistance in execution (clear transfer to the company), it will transfer the real estate to the company. The value of the mortgaged assets is 18.6229 million yuan after being evaluated by the relevant evaluation agency hired by the company. After deducting 4.2 million yuan (used to deal with the relevant matters of the real estate in the execution of the court) and 800000 yuan of taxes (estimated, the actual taxes are approved by the Tax Bureau), the actual mortgaged amount is about 13.6229 million yuan. After the debt repayment in kind is completed, the debt principal of Shengde to the company will be reduced to 7.3771 million yuan (the final debt repayment amount and remaining debt principal shall be subject to the accounting after the transfer of the mortgaged real estate).
The company held the 16th meeting of the 7th board of directors on January 21, 2022, deliberated and passed the proposal on the debt repayment scheme of the debtor of the company, agreed to accept the debt repayment scheme, and authorized the management of the company to sign relevant documents and handle relevant matters. There were 9 directors who should vote at this meeting, and 8 actually voted. Mr. Li menggang, an independent director, did not attend the board of directors and express independent opinions because he had submitted his resignation report. Voting results: 8 in favor, 0 against and 0 abstention. Independent directors Mr. Zhang Hongliang and Mr. Wei Xianhua expressed independent opinions.
This transaction does not constitute a related party transaction or a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies. After the transaction is reviewed and approved by the board of directors of the company, it is not necessary to submit it to the general meeting of shareholders.
2、 Introduction to the debtor
1. Basic information
Name: Changsha shengdelhi Real Estate Development Co., Ltd
Address: No. 116, Shaoshan South Road, Tianxin District, Changsha
Type: limited liability company (invested or controlled by natural person)
Legal representative: Li Yuchun
Registered capital: 12.68 million yuan
Business scope: real estate development and operation; Sales of electrical equipment, ordinary machinery, wires and cables, plumbing equipment, building decoration materials and chemical materials (those involving administrative license shall be operated with license)
Date of establishment: January 11, 2001
Shareholder and actual controller: Li Yuchun (holding 23.66% equity)
2. Relationship description
Shengde has no relationship with the company.
3. Operating conditions of the debtor
Shengdeli has not carried out business in recent ten years.
4. Other
Sandry is not a dishonest person.
3、 Basic information of transaction object
1. Overview of underlying assets
No. 301, building A7, Yingang Crystal City: located at No. 569, section 3, Wanjiali North Road, Furong district, Changsha City, the obligee is Huang Jian, the property right certificate number is changfangquan Furong Zi No. 711222943, the property right category is private real estate, the purpose of the house is commercial, the building area of the house is 1534.39 m2, the reinforced concrete structure, the total number of floors of the house is 5, and the number of floors is 3. It was completed in 2007. At present, shengdeli has seized the property according to law.
2. Appraisal of subject assets
The subject assets to be repaid were appraised by Beijing Guorong Xinghua Assets Appraisal Co., Ltd., which was hired by the company and qualified to perform securities and futures related businesses, The appraisal report on the market value of commercial real estate related to the creditor’s rights of Changsha shengdelhi Real Estate Development Co., Ltd. (Guorong Xinghua pingbao Zi [2022] No. 010014) involved in the Hunan Copote Science Technology Co.Ltd(600476) proposed understanding of the asset value is issued, and the benchmark date is November 30, 2021. Through the appraisal process of market method, under the assumption of open market and continuous use, the market value of the subject asset of this debt repayment on the benchmark date is 18.6229 million yuan. 3. Determination of evaluation method
With reference to the code of practice for asset appraisal – real estate, when conducting real estate appraisal business, the applicability of the three basic appraisal methods of income method, market method and cost method shall be analyzed and the appraisal method shall be reasonably selected according to the appraisal purpose, appraisal object, value type and data collection.
The market method, also known as the market comparison method, is to compare the appraisal object with the transaction examples of the same assets or similar assets that have been traded in the recent period on the benchmark date according to the substitution principle, and refer to the differences of the transaction situation, date, region and individual factors of the asset according to the known transaction price of the latter, Revise the method of obtaining the daily value of the assets to be appraised at the appraisal time. In this project, due to the sufficient transactions in the real estate market where the real estate to be appraised is located, the appraisers can collect enough transaction cases of the same or similar real estate as the real estate to be appraised for reference, so the market method can be adopted.
The cost method, also known as the replacement cost method, refers to the method of estimating the value of assets by estimating the replacement cost of real estate and deducting various depreciation caused by natural loss, technological progress or external economic environment in the process of use, that is, the substantive depreciation, functional depreciation and economic depreciation of assets. It is learned that the real estate market in Changsha has been booming in recent years, and the transaction price of real estate for commercial and residential purposes has greatly increased compared with the original construction cost. The asset price estimated by the cost method can not truly reflect the market value of real estate assets for similar purposes. Therefore, the cost method is not used for the evaluation of the project.
The income method, also known as the income reduction method, is an appraisal method to estimate the value of the real estate to be appraised by predicting the profitability of the appraisal object and converting the future net profit or net cash flow of the assets to be appraised into the present value at a certain discount rate. In this project, there is a certain difference in the rent to sale ratio in the active local real estate market, and the value calculated by rent income is different from the current transaction price. Considering the actual situation of the real estate to be appraised, the income method is not used in this project.
After comprehensive analysis, according to the actual situation of the assets and data collection, the real estate to be appraised is appraised by the market method in the appraisal, and then the appraisal value is reasonably determined through comparative analysis.
4、 Pricing principle
The appraisal price of the mortgaged assets is 18.6229 million yuan, less the 4.2 million yuan (used to deal with the relevant matters of the property in the execution of the court) and 800000 yuan of taxes (estimated, the actual taxes are subject to the approval of the tax bureau). The actual mortgaged amount of the property is 13.6229 million yuan. After the debt repayment in kind is completed, the debt principal of Shengde to the company will be reduced to 7.3771 million yuan (the final debt repayment amount and remaining debt principal shall be subject to the accounting after the transfer of the mortgaged real estate).
5、 Main contents of the transaction agreement (excerpt)
The two parties will draw up and sign the agreement on paying debts in kind for this transaction. The main contents of the proposed agreement are summarized as follows:
Party A: Hunan Copote Science Technology Co.Ltd(600476)
Party B: Changsha shengdelhi Real Estate Development Co., Ltd
Article 1 mortgaged property
After obtaining the right to dispose of the above property, Party B agrees to use the property to pay off the debt. Party A agrees to accept the above property to offset the debt with property.
Article 2 debt repayment amount
(I) the mortgaged property listed in Article 1 of this agreement is converted into RMB 18622900 (subject to the formal asset appraisal report) to compensate Party A. The final debt repayment amount of this agreement is the amount obtained by deducting the expenses advanced by Party A in Articles 4 and 5 of this agreement from the evaluation price of debt repayment assets.
Article 3 Representations and warranties
(I) Party B has the ownership and legal right to dispose of the mortgaged property listed in Article 1 of this Agreement;
(II) there is no security interest (mortgage, pledge) or usufructuary right and other encumbrances on the mortgaged property listed in Article 1 of this agreement. Party B guarantees that there are no other rights defects such as seizure or separate sale of the asset except for the application for seizure by Party B [case No.: (2021) Xiang 0121 Zhihui No. 420];
(III) Party B has not been involved in any other litigation and no third party has raised any objection to the ownership and burden of the above property rights of the mortgaged property;
(IV) the property is now under lease. Party B shall ensure that the lease right and income of the mortgaged property shall be owned by Party A from the date of property right change registration.
(V) timely apply to the court for lifting the seizure measures and submit relevant materials in accordance with the agreement, so as to cooperate with Party A in handling the property transfer procedures and transfer the ownership to Party A’s name.
Article 4 property delivery and registration
(I) Party B shall, within three days from the date of signing this agreement, deliver to Party A the copies of the relevant property right certificates of the debt paying assets listed in Article 1 of this Agreement and the copies of the house lease contract. (II) Party A shall, within five days after receiving the notice from Party B and the notice of assistance in execution issued by the court (clearly transfer the ownership to Hunan Copote Science Technology Co.Ltd(600476) ), cooperate with Party B to open an account jointly managed by both parties in its name, and pay 4.2 million yuan to the account. Party B shall assist Party A in completing the property right registration of the transferred property to Party A within three days after the receipt of the above funds, and Party A shall cooperate with Party B to withdraw the above 4.2 million yuan within three days after the property right transfer registration.
Article 5 expenses
(I) the taxes and fees required for cooperating with Party A in handling the property right transfer, ownership transfer and registration procedures of the real estate shall be handled directly according to the law as required by the court and shall be borne by Party A.
(II) Party B shall be responsible for the court execution and other expenses.
For the expenses in Item (I) of this article and 4.2 million yuan in Item (II) of Article 4 paid by Party A, the final debt repayment amount shall be deducted from the debt repayment evaluation price.
6、 Other
1. Personnel resettlement: the repayment of debts with goods this time does not involve personnel resettlement.
2. General meeting of shareholders: the matter of paying debts in kind does not need to be submitted to the general meeting of shareholders of the company for deliberation. 3. Debt balance: as for the remaining debt of Shengde, the company will continue to pay attention to and actively negotiate, and strive to reach a feasible solution as soon as possible.
7、 Opinions of independent directors
This debt repayment in kind is a feasible solution formulated in combination with the actual situation to solve the problems left over by history as soon as possible; When the board of directors deliberated on the proposal of offsetting debts with goods, the voting procedures were in line with the provisions of the law and the articles of Association; The price of the debt paying assets is calculated based on the assessed value of the asset appraisal institution, and the price is fair and reasonable. We believe that this debt repayment in kind follows the principle of “openness, fairness and impartiality” and complies with the provisions of the company law, the securities law and other relevant laws and regulations and the articles of association. The transaction price of debt in kind is objective and fair, and there is no situation that damages the interests of the company and minority shareholders.
8、 Transaction purpose and impact on Listed Companies
This debt repayment transaction in kind is a necessary and effective measure to solve the problems left over by history, ensure the timely recovery of the company’s creditor’s rights receivable, solve the relevant debt problems as soon as possible and safeguard the company’s rights and interests. The debt repayment assets are evaluated by relevant evaluation institutions, the pricing is objective and fair based on the evaluation results, and the transaction follows the principle of “openness, fairness and impartiality”, There is no situation that damages the interests of the company and all shareholders.
It is uncertain whether the debt repayment in kind scheme can be finally completed. If the matter is successfully completed, it will have a positive impact on the company’s profit and loss in 2021. The company will fulfill the obligation of information disclosure in time according to the progress of the matter. Please pay attention to the investment risk. It is hereby announced!
9、 Documents for future reference
1. Resolutions of the 16th meeting of the 7th board of directors of the company;
2. Opinions of independent directors of the company;
3. The appraisal report on the market value of commercial real estate related to the creditor’s rights of Changsha shengdelhi Real Estate Development Co., Ltd. Hunan Copote Science Technology Co.Ltd(600476) to understand the asset value issued by Beijing Guorong Xinghua Asset Appraisal Co., Ltd. (Guorong Xinghua pingbao Zi [2022] No. 010014);
4. Agreement on payment of debts in kind
