Securities code: 000637 securities abbreviation: Maoming Petro-Chemical Shihua Co.Ltd(000637) Announcement No.: 2022-004
Maoming Petro-Chemical Shihua Co.Ltd(000637)
Announcement on cash acquisition of 69% equity of Beijing xinwoda Marine Technology 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.
Important:
1、 Maoming Petro-Chemical Shihua Co.Ltd(000637) (hereinafter referred to as " Maoming Petro-Chemical Shihua Co.Ltd(000637) ", "company" or "listed company") intends to purchase 69% equity (hereinafter referred to as "xinwoda ocean", "target company" or "target company") of Beijing Xinyu Investment Center (limited partnership) (hereinafter referred to as "Xinyu investment") with cash of 420 million yuan "Transaction subject" or "subject equity").
2. The benchmark date for the audit and appraisal of this acquisition is December 31, 2021.
3. This transaction does not constitute a connected transaction, nor does it constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies.
4. This transaction has been deliberated and approved at the eighth extraordinary meeting of the 11th board of directors of the company and needs to be submitted to the general meeting of shareholders of the company for deliberation.
5. There are certain risks in this transaction. For details, see "VII. Possible risks in this transaction" in this announcement. Please pay attention to the investment risks.
1、 Transaction overview
Under the background of "double carbon" and "double control", the development prospect of high-energy consumption chemical projects is affected, the competition in China's chemical market is becoming more and more fierce, the difficulties, challenges and bottleneck constraints faced by the company's main chemical industry are becoming increasingly prominent, and the pressure of survival and development is increasing. Based on the strategic development needs of the company to expand new business, accelerate transformation and development and optimize industrial layout, while doing a good job in the existing main petrochemical industry and maintaining stability, the company plans to cooperate with Xinyu investment Xinwoda ocean jointly signed the equity transfer agreement between Maoming Petro-Chemical Shihua Co.Ltd(000637) and Beijing Xinyu Investment Center (limited partnership) on Beijing xinwoda Marine Technology Co., Ltd. (hereinafter referred to as "equity transfer")
Let the agreement be signed to acquire 69% equity of xinvoda ocean held by Xinyu investment. After the completion of this transaction, the company will hold 69% equity of xinvoda ocean, and xinvoda ocean will become a holding subsidiary of the company and be included in the scope of the company's consolidated statements.
The benchmark date for the audit and appraisal of this acquisition is December 31, 2021.
On January 24, 2022, the eighth interim meeting of the 11th board of directors of the company deliberated and approved the proposal on cash acquisition of 69% equity of Beijing xinvoda Marine Technology Co., Ltd., and agreed that the company would acquire 69% equity of xinvoda Marine Technology Co., Ltd. held by Xinyu investment in cash at a purchase price of 420 million yuan. The independent directors expressed their independent opinions on the transaction.
This transaction does not constitute a connected transaction, nor does it constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies.
This transaction has been deliberated and approved at the eighth extraordinary meeting of the 11th board of directors of the company and needs to be submitted to the general meeting of shareholders of the company for deliberation.
2、 Basic information of counterparty
The counterparty of this cash acquisition is Beijing Xinyu Investment Center (limited partnership). The details are as follows: 1. Basic information
Name: Beijing Xinyu Investment Center (limited partnership)
Unified social credit code 911101015885624h
Type of enterprise: limited partnership
The registered capital is RMB 11896 million
Executive partner Beijing Yude Investment Management Center (limited partnership)
Date of establishment: October 28, 2011
Business term: October 28, 2011 to no fixed term
Registered address: floor 10 (1008b), No. 33 Dengshikou street, Dongcheng District, Beijing
Project investment; Investment management; Investment consulting. （ "1. Without the approval of relevant departments, it is not allowed to raise funds in public; 2. It is not allowed to carry out securities products and financial derivatives trading activities in public; 3. It is not allowed to issue loans; 4. It is not allowed to provide guarantees for the business scope of other enterprises other than the invested enterprises; 5. It is not allowed to promise investors that the investment principal will not suffer losses or losses "Commitment to minimum return"; Market entities independently choose business projects and carry out business activities according to law; For projects subject to approval according to law, business activities shall be carried out according to the approved contents after being approved by relevant departments; It is not allowed to engage in the business activities of projects prohibited and restricted by the industrial policies of the state and this Municipality.)
2. Major shareholders
The executive partner of Xinyu investment is Beijing Yude Investment Management Center (limited partnership). The basic information of the partnership is as follows:
Name: Beijing Yude Investment Management Center (limited partnership)
Unified social credit code 91110101585840418e
Type of enterprise: limited partnership
The registered capital is 10.9975 million yuan
Executive partner Shanghai pannuo Enterprise Management Service Co., Ltd
Date of establishment: October 17, 2011
Business term: October 17, 2011 to no fixed term
Registered address: room 539A, No. 17, houyongkang Hutong, Dongcheng District, Beijing
Project investment; Investment management; Investment consulting. Market entities independently choose business items according to law
Carry out business activities according to the business scope; Projects that must be approved according to law shall be approved after being approved by relevant departments
Carry out business activities according to the contents of the standard; It is not allowed to engage in activities prohibited and restricted by the industrial policies of the state and this Municipality
Business activities of such projects.)
The equity structure of Beijing Yude Investment Management Center (limited partnership) is as follows:
No. partner name contribution amount (10000 yuan) contribution proportion
1. Shanghai pannuo Enterprise Management Service Co., Ltd. 100 9.0930%
2. Shanghai Yude equity investment center (limited partnership) 999.75 90.9070%
Xinyu investment is not a dishonest executee. There is no relationship with the top ten shareholders of the company in terms of property rights, business, assets, creditor's rights and debts, personnel, or other relationships that may or have caused the company to tilt its interests.
Whether there is an association between Xinyu investment and other circulating shareholders is unknown.
3、 Basic information of the target company
(I) basic information of the target company
Name: Beijing xinwoda Marine Technology Co., Ltd
Unified social credit code 91110102089690692f
Enterprise type: other limited liability companies
The registered capital is 150 million yuan
Legal representative: Zhai Feng
Date of establishment: December 25, 2013
Business term: December 25, 2013 to December 24, 2033
Registered address: Room 1, building 49, Xizhimenwai street, Xicheng District, Beijing
Technology development, technical services, technical consultation, technology transfer and technology promotion; Investment management
Manage; business management; Enterprise management consulting; Economic and trade consultation; Enterprise planning; Marketing Planning; Public relations planning; Market Research; Organize cultural and artistic exchange activities (excluding performances); Conference services; Undertake exhibitions; Designing, producing, acting and publishing advertisements; Import and export of goods, technology and agent import and export; Catering management; Renting commercial houses; Sales of office supplies, daily necessities, toys and handicrafts; Retail books, electronic publications and audio-visual products; Domestication, breeding, operation and utilization of aquatic wild animals (dolphins, sea lions, giant salamanders, coral, beautiful hard boned tongue fish, giant boned tongue fish, rouge fish, sea turtles, etc.). （ "1. Without the approval of relevant departments, it is not allowed to raise funds in public; 2. It is not allowed to carry out securities products and financial derivatives trading activities in public; 3. It is not allowed to issue loans; 4. It is not allowed to provide guarantees to enterprises other than the invested enterprises; 5. It is not allowed to promise investors that the capital will not be affected Loss or promised minimum return "; After receiving this license, it shall be filed with the district and County Commerce Commission; Market entities independently choose business projects and carry out business activities according to law; For projects subject to approval according to law, business activities shall be carried out according to the approved contents after being approved by relevant departments; It is not allowed to engage in the business activities of projects prohibited and restricted by the industrial policies of the state and this Municipality.)
(II) historical evolution
1. In December 2013, xinwoda ocean was established
On December 2, 2013, Xicheng Branch of Beijing Administration for Industry and Commerce approved and issued the notice of enterprise name pre approval ((Jingxi) name pre approval (NEI) Zi [2013] No. 0181834), which approved the enterprise name Beijing xinwoda Marine Technology Co., Ltd., which is valid for 6 months and expires on June 1, 2014.
In December 2013, Beijing CITIC Investment Center (limited partnership) (changed its name to Beijing Xinyu Investment Center (limited partnership) on December 28, 2020) and CITIC (Shanghai) Equity Investment Center (limited partnership) (changed its name to Panxin (Shanghai) Equity Investment Center (limited partnership) on October 26, 2020) signed the articles of association, It is agreed to jointly contribute 1 million yuan to establish the company, including 990000 yuan held by Beijing CITIC Investment Center (limited partnership) and 10000 yuan held by CITIC (Shanghai) Equity Investment Center (limited partnership), both in currency.
On December 19, 2013, Beijing zhongjingcheng Certified Public Accountants (general partnership) issued "zjcyz [2013] No. x-5027" capital verification report. As of December 16, 2013, xinwoda ocean had received the registered capital paid by all shareholders, totaling 1 million yuan. Beijing CITIC Investment Center (limited partnership) paid 990000 yuan in currency, accounting for 99% of the registered capital; CITIC (Shanghai) Equity Investment Center (limited partnership) paid 10000 in currency, accounting for 1% of the registered capital.
On December 25, 2013, xinwoda ocean obtained the certificate issued by Xicheng Branch of Beijing Administration for Industry and commerce
The situation is as follows:
Company name: Beijing xinwoda Marine Technology Co., Ltd
Address: 310 Weihao Hotel, 3rd floor, Ximen small, No. 10, Guanganmen North Street, Xicheng District, Beijing
Registered capital: 1 million yuan
Paid in capital: 1 million yuan
Legal representative: Tian Yu
Company type other limited liability companies
Date of establishment: October 25, 2013
Business term: October 25, 2013 to October 24, 2033
Licensed business items: none; General business items: investment management; business management; Enterprise management consulting; Economic and trade consultation; Enterprise planning; Marketing Planning; Public relations planning; Market Research; Organize cultural and artistic exchange activities (excluding performances); Conference services; Undertake exhibitions; Involving, producing, acting and publishing advertisements; Import and export of goods, import and export of technology, agency, import and export, sales of office supplies, daily necessities, toys and handicrafts. (after obtaining this license, it shall be filed with the district and County Commerce Commission)
The equity structure of simvoda Ocean when it was established is as follows:
No. name of shareholder subscribed capital contribution (10000 yuan) paid in capital contribution mode contribution proportion (%) (10000 yuan)
1 Beijing CITIC Investment Center (with 99 currencies)
Limited partnership)
2 CITIC (Shanghai) equity investment1 1 currency 1
Center (limited partnership)
Total 100 - 100
2. In May 2014, xinvoda's marine residence was changed
May 2014
