Securities code: 000861 securities abbreviation: Guangdong Highsun Group Co.Ltd(000861) Announcement No.: 2022-05 bond Code: 127003 bond abbreviation: Haiyin convertible bond
Guangdong Highsun Group Co.Ltd(000861)
Announcement on the transfer of 100% equity of Zhaoqing guangheng Lighting Co., Ltd. by a wholly-owned subsidiary
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 overview
(I) overview of this transaction
Guangdong Highsun Group Co.Ltd(000861) (hereinafter referred to as "the company"), a wholly-owned subsidiary of Zhaoqing Dawang Haiyin Youyi City Commercial Co., Ltd. (hereinafter referred to as "Zhaoqing Dawang Youyi city"), intends to sign the equity transfer contract with natural persons Xie Yibing, Lin Junxian and the target company Zhaoqing guangheng Lighting Co., Ltd. (hereinafter referred to as "Zhaoqing guangheng lighting"). In order to further focus on the main business, optimize resource allocation and improve operation quality, Zhaoqing Dawang another city plans to transfer 100% equity of Zhaoqing guangheng lighting to natural persons Xie Yibing and Lin Junxian at a transfer price of 48.09 million yuan.
After the equity transfer, Xie Yibing holds 51% equity of the target company and Lin Junxian holds 49% equity of the target company. Xie Yibing and Lin Junxian paid the equity transfer of each period to Zhaoqing Dawang Youyi city in full and on time according to their respective shareholding ratio. Zhaoqing Dawang another city no longer holds the equity of Zhaoqing guangheng lighting, and Zhaoqing guangheng lighting is no longer included in the scope of company merger.
(II) approval procedures for this transaction
1. The 10th interim meeting of the 10th board of directors of the company was held on January 25, 2022. All directors deliberated and adopted the proposal on the transfer of 100% equity of Zhaoqing guangheng Lighting Co., Ltd. by a wholly-owned subsidiary;
2. The net profit generated from this transaction is about 32.0894 million yuan, more than 50% of the audited net profit of the company in 2020. According to the relevant provisions of the Listing Rules of Shenzhen Stock Exchange and the articles of association, this transaction needs to be submitted to the general meeting of shareholders of the company for deliberation.
(III) other instructions
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. After the completion of the transaction, Zhaoqing Dawang another city no longer holds the equity of Zhaoqing guangheng lighting.
2、 Basic information of the counterparty
Transferee 1: Xie Yibing
ID number: 440103******
Address: Baiyun District, Guangzhou
Transferee 2: Lin Junxian
ID number: 330682******
Address: Liwan District, Guangzhou
Association with the company: Xie Yibing and Lin Junxian have no association with the company and its controlling shareholders, actual controllers, directors, supervisors and senior managers.
After verification of the publicity information of "credit China Network", as of the date of disclosure of this announcement, none of the above counterparties has been listed as dishonest Executees.
3、 Basic information of transaction object
(I) basic information of the target company
Company name: Zhaoqing guangheng Lighting Co., Ltd
Unified social credit Code: 9144120076494383
Legal representative: Shao Jianming
Registered capital: 1 million yuan
Date of establishment: July 26, 2004
Company type: limited liability company
Registered address: workshop 4, No. 1, Wende 8th Street, Zhaoqing high tech Zone
Business scope: production and sales: lighting products, household appliances, hardware; Site leasing; estate management.
Shareholders and equity structure:
Zhaoqing guangheng lighting is not a dishonest person.
(II) historical evolution and operation of the subject company
1. On July 26, 2004, Zhaoqing guangheng lighting was established. The equity structure at the time of establishment is as follows:
No. name of shareholder contribution amount (10000 yuan) contribution proportion (%)
1 Li Yingqi 90%
2 Lu Yongwen 10%
Total 100%
2. The first equity transfer in 2015
In August 2015, the shareholder Lu Yongwen transferred his 10% equity to Lu Peiling. After the transfer, the equity structure is shown in the figure below:
No. name of shareholder contribution amount (10000 yuan) contribution proportion (%)
1 Li Yingqi 90%
2 Lu Peiling 10%
Total 100%
3. The second equity transfer in 2018
In February 2018, the shareholders Li Yingqi and Lu Peiling transferred 100% of their total equity to Zhaoqing Dawang Haiyin youyicheng Commercial Co., Ltd., a wholly-owned subsidiary of the company. After the transfer, Zhaoqing guangheng lighting was a wholly-owned subsidiary of the company.
(III) financial situation of the target company
According to the standard unqualified annual audit report of Zhaoqing guangheng Lighting Co., Ltd. (Lianda Shen Zi [2022] Jing B2001) issued by Beijing free trade test division of Lianda Certified Public Accountants (special general partnership), the financial data are as follows:
Unit: Yuan
Project December 31, 2021 (audited)
Total assets 6585627.68
Total liabilities 5990645.91
Net assets 594981.77
Total accounts receivable 0
Total amount involved in contingencies 0
2021 (audited)
Operating income 1416338.61
Operating profit 809234.40
Net profit 792541.59
Net cash flow from operating activities -286679.18
(IV) necessity of reverse transaction
In February 2018, the company signed the equity transfer contract with Li Yingqi and Lu Peiling, and the company transferred 100% equity of Zhaoqing guangheng Lighting Co., Ltd. held by Li Yingqi and Lu Peiling for 16 million yuan.
Zhaoqing guangheng lighting is mainly engaged in site leasing and property management. The transaction aims to obtain the property and land use right owned by Zhaoqing guangheng lighting, so as to enhance the land reserve of the company's real estate business in Zhaoqing.
The sale of Zhaoqing guangheng lighting will help the company focus on its main business, improve the overall operating efficiency, concentrate resources and focus on transformation and upgrading, which is in line with the company's transformation planning and overall interests. (V) ownership of the subject assets
Zhaoqing guangheng lighting has no mortgage, pledge or other third-party rights, no major disputes, litigation or arbitration involving relevant assets, and no judicial measures such as seizure and freezing.
(VI) description of the company's guarantee and entrusted financial management for Zhaoqing guangheng lighting
This transaction will lead to changes in the scope of the company's consolidated statements. As of the date of this announcement, there is no situation that the company provides guarantee for Zhaoqing guangheng lighting, entrusts financial management, Zhaoqing guangheng lighting occupies the company's funds or provides financial assistance to others in a disguised form in the form of operating capital exchanges after the completion of the transaction. As of the disclosure date of the announcement, Zhaoqing guangheng Lighting Co., Ltd. had a payable amount of RMB 2.732 million to Zhaoqing Dawang Youyi city. The above amount will be settled before the first quarter of 2022 according to the negotiation between the two parties.
(VII) pricing basis
According to the asset appraisal report of Zhaoqing Dawang Haiyin Youcheng Commercial Co., Ltd. involving all shareholders' equity value appraisal project of Zhaoqing guangheng Lighting Co., Ltd. (yue'an Cheng Ping Bao Zi (2022) 11zcpg (g) 006) (hereinafter referred to as the "asset appraisal report") issued by Guangzhou an Chengxin real estate land asset appraisal and planning surveying and mapping Co., Ltd, According to the appraisal conclusion, the fair market value of all rights and interests of Zhaoqing guangheng Lighting Co., Ltd. on the benchmark date of December 31, 2021 is RMB 48.5227 million.
With reference to the above evaluation results, the transaction price of Zhaoqing guangheng lighting is 48.09 million yuan through friendly negotiation between the two parties. This transaction follows the objective, fair and fair pricing principle, and there is no situation that damages the interests of the company and other shareholders, especially the interests of minority shareholders.
(VIII) specific conditions of asset appraisal
1. On the premise of continuous operation, the appraisal results of all assets and liabilities of Zhaoqing guangheng Lighting Co., Ltd. on the benchmark date of December 31, 2021 are as follows:
(1) The summary of asset appraisal results of cost method (asset based method) is as follows:
The book value of assets within the scope of appraisal is 6.5856 million yuan, and the appraisal value is 54.5133 million yuan, an increase of 727.77%; Within the scope of assessment, the book value of liabilities is 5.9906 million yuan, and the assessed value is 5.9906 million yuan, with no increase; The book value of net assets within the appraisal scope is 595000 yuan, and the appraisal value is 48.5227 million yuan, an increase of 8055.32%.
Monetary unit: RMB 10000
Increase / decrease rate of project book value evaluation value%
A B C=B-A D=C/A × 100%
Current assets 1 308.00 308.00 0.00 0.00
Non current assets 2 350.56 5143.33 4792.77 1367.18
Investment real estate 3 78.91 795.76 716.85 908.44
Fixed assets 4 155.54 2509.55 2354.01 1513.40
Intangible assets 5 116.10 1838.02 1721.92 1483.14
Total assets: 6658.56 5451.33 4792.77 727.77
Current liabilities 7 599.06 599.06 0.00 0.00
Non current liabilities 8 0.00 0.00 0.00 0.00
Total liabilities 9 599.06 599.06 0.00 0.00
Net assets 10 59.50 4852.27 4792.77 8055.32
(2) The appraisal and calculation results of income method are as follows:
The value of all shareholders' equity on the benchmark date of Zhaoqing guangheng Lighting Co., Ltd. calculated by income method is RMB 3,0
