Inner Mongolia Erdos Cashmere Products Limited By Share Ltd Related Paction Notice

Stock Code: 600295A shares abbreviation: Ordos number: pro 2010-026

hot tip

All the members of the company and the board of directors guarantee the authenticity, accuracy and completeness of the announcement, and the false record of the announcement.

Important content

Transaction content

1, the company intends to pfer 170 million of the price to Ordos Group Real Estate Development Co., Ltd. (hereinafter referred to as "Real Estate Company") to pfer Ordos Xingtai Real Estate Development Co., Ltd. Hohhot Branch (hereinafter referred to as "Inner Mongolia Party school project") in the company's 30% of the investment rights and interests.

2, the company intends to pfer 138 million 340 thousand of the price to the Real Estate Company to pfer 34.89% of the shares held by Shanghai Jiu Da Real Estate Limited (hereinafter referred to as "Shanghai Jiu Da") and 1.73% of Beijing Ordos Technology Development Co., Ltd. (hereinafter referred to as "Beijing science and technology").

Related person's avoidance

The above two equity pfers all form a paction with the subsidiary Real Estate Company of the controlling shareholder group company. Therefore, the above pactions constitute related pactions. The chairman of the affiliated company, Mr. Wang Linxiang, vice chairman Mr. Yang Zhiyuan, Mr. Zhao Kui, and Mr. Zhang Yiling, the directors, need to avoid voting.

The impact of paction on listed companies' going concern ability, profit and loss and asset status

1, the two main enterprises are mainly engaged in real estate projects, and the pfer of relevant equity will help to reduce competition with group companies.

2, improving the company's investment structure and accelerating the return on project investment will help enhance the company's ability to resist risks in the future development.

Other matters requiring investors' attention

1. The above purchase items are invested in cash with clear property rights.

2, the acquisition should be submitted to the shareholders' meeting for consideration.

Overview of related party pactions

1, the company intends to pfer 170 million of the price to Ordos Group Real Estate Development Co., Ltd. (hereinafter referred to as "Real Estate Company") to pfer Ordos Xingtai Real Estate Development Co., Ltd. Hohhot Branch (hereinafter referred to as "Inner Mongolia Party school project") in the company's 30% of the investment rights and interests.

2, the company intends to pfer 138 million 340 thousand of the price to the Real Estate Company to pfer 34.89% of the shares held by Shanghai Jiu Da Real Estate Limited (hereinafter referred to as "Shanghai Jiu Da") and 1.73% of Beijing Ordos Technology Development Co., Ltd. (hereinafter referred to as "Beijing science and technology").

3. The above pactions are related party pactions. Mr. Wang Linxiang, the chairman of the affiliated company, Mr. Yang Zhiyuan, vice chairman of the board, Mr. Zhao Kui and Mr. Zhang Yiling, are all related directors.

In 4 and December 6, 2010, the company and Beijing technology signed the pfer agreement with Real Estate Company in Ordos City respectively.

5, the two pactions constitute the related pactions of the company.

6, the acquisition of the two related party pactions should be submitted to the shareholders' meeting for consideration.

7, the two related pactions need not be approved by the relevant departments.

Two. Introduction of related parties

Real Estate Company: founded in April 18, 2002, its registered capital is 200 million yuan, its shareholding structure is 80% of the group's holdings and 20% of its industrial companies. Its main business scope is real estate development (the qualification certificate of real estate development enterprises is valid until October 14, 2011); sales of building materials, decoration materials, and wood products; and Housing leasing.

(laws, administrative regulations, and decisions of the State Council shall be permitted, and production and operation shall not be permitted without permission).

Three. Basic situation of related pactions

(1) Inner Mongolia Party School Project

1. The basic situation of the proposed pfer target.

The total investment of the project is 399 million 930 thousand yuan, the company accounts for 30%, and Erdos Xingtai Real Estate Development Co. Ltd. accounts for 70%.

Project planning and construction of 6 residential buildings, 2 Hotel Apartments, are currently under construction.

2, main financial indicators: as of September 30, 2010, Inner Mongolia Party school project assets totaled 866 million 348 thousand and 700 yuan, liabilities totaled 911 million 791 thousand and 600 yuan, net assets -45544.29 million.

(two) Shanghai Jiu Da equity

1. The basic situation of the proposed pfer target.

Shanghai Jiu Da was founded in December 11, 2004, with a registered capital of 150 million yuan, a shareholding structure of 34.89% of the company's shareholding, 27.21% of Shanghai Boli Real Estate Co., Ltd., 36.17% of Ordos Cashmere Group Co., and 1.73% of Ordos technology company (wholly owned subsidiary of Beijing). Its main business scope is real estate development and operation, property management and supporting services, business planning and business consulting (except brokerage) services, leasing of self owned housing, toll parking, sales of metal materials and building materials.

(involving licensed businesses).

2, main financial indicators: as of November 30, 2010, the assets of Shanghai Jiu Da project totaled 661 million 890 thousand yuan, liabilities totaled 443 million 650 thousand yuan, and net assets 218 million 240 thousand yuan.

Four, pricing principles

1. Inner Mongolia Party School Project

Assessed by Erdos East trial asset appraisal limited liability company, the net assets valuation value was 564 million 361 thousand and 700 yuan in September 30, 2010, and the company had 30% investment rights and interests.

The purchase price is based on the estimated net asset value and negotiated by the two sides for price pfer.

2. Shanghai Jiu Da project

According to the assessment of Shanghai XinDa asset appraisal company, the net assets appraisal value of Shanghai Jiu Da project in November 30, 2010 was 377 million 780 thousand and 400 yuan (36.62% yuan at 138 million 343 thousand and 200 yuan).

The purchase price is based on the estimated net asset value and negotiated by the parties for price pfer.

Five, the main contents of related party pactions

The company intends to pfer the 30% investment rights held by the Real Estate Company in the Inner Mongolia Party school project at a price of 170 million yuan. The company intends to pfer the 34.89% stake in Shanghai's Jiu Da project and the 1.73% stake held by Beijing science and technology to the Real Estate Company at a price of 138 million 340 thousand yuan.

Six, the purpose of related party pactions and the impact of the related party pactions on listed companies.

1, the two main enterprises are mainly engaged in real estate projects, and the pfer of relevant equity will help to reduce competition with group companies.

2, improving the company's investment structure and accelerating the return on project investment will help enhance the company's ability to resist risks in the future development.

Seven. Independent directors' opinions on the two related pactions.

The independent directors of the meeting believed that the related pactions of the two pfer of shares were governed by the relevant laws and regulations of the company law, the securities law, and the provisions of the articles of association. The voting procedures of the two related party pactions were legal and the operation procedures of related party pactions were standardized. The pfer contract was objective and fair, and the paction price was reasonable. The two equity pfer paction will help improve the company's investment structure and speed up the return on project investment, which is in line with the interests of the company and all shareholders, and does not damage the interests of the company and minority shareholders.

Notice hereby

Inner Mongolia Erdos cashmere products Limited by Share Ltd December 11, 2010