Beijing, China Economic Network, May 22 - Huakai Yibai (300592. SZ) disclosed the Report on Major Asset Purchase (Draft) yesterday evening. Huading Shares (601113. SH) also disclosed the Announcement on Selling 100% Equity of Tongtuo Technology and Signing the Equity Purchase Agreement.
The announcement disclosed by Huading Shares yesterday evening showed that the company held the ninth meeting of the sixth board of directors and the eighth meeting of the sixth board of supervisors on May 21, 2024, and reviewed and passed the Proposal on Selling 100% Equity of Tongtuo Technology, a subsidiary, and Signing the Equity Purchase Agreement, And signed the Equity Purchase Agreement between Huakai Yibai Technology Co., Ltd. and Yiwu Huading Nylon Co., Ltd. on Shenzhen Tongtuo Technology Co., Ltd. (hereinafter referred to as the "Equity Purchase Agreement") with Huakai Yibai, It is agreed to sell 100% equity of Tongtuo Technology, a subsidiary, and all operational assets related to its main business (including but not limited to trademarks, patents, stores, inventory assets, etc.) at a price of 700 million yuan.
After the completion of this transaction, the company will no longer hold the equity of Tongtuo Technology, and Tongtuo Technology will no longer be included in the scope of the company's consolidated statements. The final impact on the company's profit and loss is subject to the results confirmed by the annual audit.
According to the report disclosed by Huakai Yibai, Huakai Yibai plans to purchase 100.00% of the equity of Tongtuo Technology held by Huading Shares in cash. Before this transaction, Huakai Yibai did not hold the equity of Tongtuo Technology; After the completion of this transaction, Huakai Yibai will directly hold 100.00% equity of Tongtuo Technology, which will become a wholly-owned subsidiary of Huakai Yibai.
This transaction does not involve the issuance of shares and raising of supporting funds, and will not lead to the change of control of Huakai Yibai.
Kunyuan Appraisal, the appraisal institution of this transaction, adopts asset based method and income method to appraise the value of all equity of shareholders of Tongtuo Technology, and takes the appraisal result of asset based method as the appraisal conclusion of this transaction. According to the Assets Appraisal Report (JKPBZ [2014] No. 0356) issued by Kunyuan Appraisal, on the benchmark date of December 31, 2023, the total equity value of 100% equity of Tongtuo Technology is 769023400 yuan.
Both parties agree and confirm that the evaluation value is used as the reference and basis for the pricing of this transaction. Considering the target company's dividend of 70 million yuan after the benchmark date, both parties agree to determine the transaction consideration of 100% equity of Tongtuo Technology as 70 million yuan.
There is no performance commitment and performance compensation arrangement in this transaction.
The cumulative amount of the net assets and operating income of the underlying assets of this transaction and the financial indicators of the same or related assets purchased by Huakai Yibai in the last 12 months account for more than 50% of the net assets and operating income of the audited consolidated financial statements of Huakai Yibai in the latest accounting year, and exceed 50 million yuan. According to Article 12 of the Restructuring Management Measures Article 14 stipulates that this transaction constitutes a major asset restructuring.
According to the relevant provisions of laws, regulations and normative documents such as the Company Law, the Securities Law, the Stock Listing Rules, etc., the counterparty and the target company of this transaction are not related parties of Huakai Yibai, and this transaction does not constitute a related transaction.
This transaction is to purchase assets in cash, and does not involve the issuance of shares. There is no situation that leads to the change of the actual control right of Huakai Yibai. This transaction also does not involve the purchase of assets from the actual controller of the company and its related parties. Before and after the completion of this transaction, the controlling shareholder and actual controller of Huakai Yibai are Zhou Xinhua, which will not lead to the change of control of Huakai Yibai. Therefore, this transaction does not constitute a situation of reorganization and listing as stipulated in Article 13 of the Administrative Measures for Restructuring.
According to the report, this transaction is a horizontal merger and acquisition in the same industry. After the completion of this transaction, Huakai Yibai will further expand its business scale, improve the overseas warehousing and logistics layout in emerging markets and key regions, tap market potential and increase market share by taking advantage of the golden development period. The two sides will play a synergistic effect in the supply chain, channels, categories and other aspects to generate scale advantages, so as to enhance the comprehensive competitiveness and anti risk ability of Huakai Yibai.
According to the Special Report on the Deposit and Use of Raised Funds in 2022 disclosed by Huakai Yibai on April 20, 2023, the Reply on Approving Hunan Huakai Cultural Creativity Co., Ltd. to Issue Shares to Nanping Yanping Manli Multi Equity Investment Partnership (Limited Partnership) and Other Equity Investment Partners to Purchase Assets and Raise Supporting Funds for Registration issued by China Securities Regulatory Commission (ZJXK [2021] No. 1964), the company's lead underwriter, Huaxing Securities Co., Ltd., privately issued 22727268 RMB ordinary shares (A shares) to specific objects through offline issuance, with an issue price of RMB 22.00 per share, raising a total of RMB 499999900, and withholding underwriting and financial advisory fees (excluding tax) The raised capital after 33.3962 million yuan is 466.6037 million yuan, which has been remitted by the lead underwriter Huaxing Securities Co., Ltd. to the company's raised capital supervision account on July 14, 2021. After deducting 1.5094 million yuan of new external expenses (excluding tax) directly related to the issuance of equity securities, such as online issuance fees, prospectus printing fees, reporting accountant fees, attorney fees, evaluation fees, and adding back 9.434 million yuan of financial advisory fees (excluding tax), the net amount of funds raised by the company this time is 474.5282 million yuan. The above raised funds have been verified by Tianjian Certified Public Accountants (special general partnership), who issued the Capital Verification Report (TJY [2021] No. 2-23).
According to the Report on Issuing Shares and Paying Cash to Purchase Assets and Raise Supporting Funds and Connected Transactions (Registration Draft) disclosed on March 8, 2021, Huakai Yibai intends to purchase Nanping Mangliduo, Luo Ye, Nanjing Chaoran, Yisheng Huihuang, Chenhui Langzi, Suozi Malia, Li Xu Huang Lishan and HSBC Datong No. 1 jointly hold 90% of the equity of E-hundred Network, and the amount of assets purchased by issuing shares is 1267791862.91 yuan.
At the same time of issuing shares and paying cash to purchase assets, Huakai Yibai plans to issue shares to a total of no more than 35 specific investors, including Zhou Xinhua, who meet the requirements of the China Securities Regulatory Commission to raise matching funds. The total amount of matching funds raised does not exceed 500 million yuan, which does not exceed 100% of the transaction price of the assets to be purchased.
Yibai Network is mainly engaged in cross-border export e-commerce business. Through the transaction in 2021, Huakai Yibai will enter the cross-border export e-commerce industry in the form of major asset restructuring, promote collaboration with the target company in terms of capital, management and business philosophy, and gain valuable experience in industrial mergers and acquisitions, which is conducive to the transformation and upgrading of traditional business of listed companies.
