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Shenda Shares (600626): Transfer Of 100% Interest Of Shanghai Seventh Cotton Mill Limited To Assets Assessment Matters

2019/11/14 11:01:00 133

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Shenda Shares Textile Stocks The Latest Announcement

Shanghai Shenda Limited by Share Ltd's 100% interest in the transfer of Shanghai seventh cotton mill Co., Ltd.

Announcement concerning assets valuation matters

The board of directors and all directors of the company guarantee that there is no false record, misleading statement or major omission in the contents of this announcement, and shall bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.

Important note:

The assessment of the 100% rights and interests of the seventh cotton mill Limited company transferred by the company has been completed, and the assessment value of the above rights and interests is 282 million 327 thousand yuan as of the assessment date of August 31, 2019.

The evaluation result of the transaction transfer target shall be recorded by the state assets.

The matter still needs to be submitted to the shareholders' meeting of Shenda shareholding.

This transaction does not constitute related transactions?

The transaction did not constitute a major asset reorganization?

There is no major legal obstacle to the implementation of the transaction.

1. Summary of transactions

(1) the company held the third meeting of the tenth board of directors in October 30, 2019. The meeting adopted nine votes, no vote and no abstentions to deliberate and adopt the motion on the transfer of the 100% interest of Shanghai seventh cotton mill Co., Ltd., and agreed that the company passed the joint property rights transaction in Shanghai, so it was no less than the assessment value recorded by the state owned assets. The 100% rights and interests of the Shanghai seventh cotton mill Co., Ltd. (hereinafter referred to as "seven cotton plant Limited") were publicly listed and transferred. In view of the ongoing assessment of the transaction, the company issued a notice on the transfer of the 100% interests of the seventh cotton mills in Shanghai in October 31, 2019 on the designated information disclosure media "China Securities Journal" and the Shanghai stock exchange website (www.sse.com.cn). (Bulletin number: 2019-043), the announcement will reconvene the board of directors to deliberate on the related matters after the completion of the relevant assessment work, and submit it to the shareholders' meeting after deliberation and adoption by the board. The independent directors of the company think that the procedure of the board of directors deliberating the motion is in conformity with the requirements of the articles of association, the listing rules and other relevant provisions. The transaction pricing of equity transfer reflects an open, fair and fair market principle, which is in line with the actual needs of the company and does not compromise the interests of the company and all shareholders.

(two) the company held the fourth fourth meeting of the tenth board of directors in November 13, 2019. The meeting passed the motion on the transfer of 100% rights and interests of the seventh cotton mill Co., Ltd. (Revised Version) with nine votes, zero vote and no abstentions. The assessment of the above transfer rights and interests has been completed. As at base date August 31, 2019, the book value of the above rights and interests was assessed at 76 million 269 thousand and 900 yuan, with an assessment value of 282 million 327 thousand yuan (for state assets for record), an appreciation of 206 million 57 thousand and 100 yuan and an appreciation rate of 270.17%. The transaction matters need to be submitted to the shareholders' general meeting for deliberation. The board of directors has invited the Licensing companies chairman or general manager to handle relevant rights transfer matters and sign relevant documents.

The independent directors of the company think that the procedure of the board of directors deliberating the motion is in conformity with the requirements of the articles of association, the listing rules and other relevant provisions. The valuation method of the total interest value of the shareholders of the Shanghai seventh cotton mill Limited is consistent with the purpose of the assessment. The assessment conclusion is reasonable and the assessment value is fair and reasonable. The transaction pricing of the transfer of interests reflects an open, fair and fair market principle, which is in line with the actual needs of the company and there is no damage to the interests of the company and all shareholders.

Two, evaluation of transaction targets

The asset valuation method is adopted by the company which has the qualification to engage in Securities and futures business. On the basis of the assessment baseline date, considering the current status of the seven cotton mill Limited, the asset based law can better reflect the total interests of shareholders. Therefore, the asset based approach is adopted as the evaluation conclusion.

Seven cotton mills limited, August 31, 2019, assessed the value of current assets, illiquid assets, total assets, current liabilities, total liabilities, book value of owners' equity, assessed value, assessed appreciation and assessed appreciation rate as follows:

(unit: 10000 yuan)

project	book value	Valuation value	Evaluation increment	Assessment of appreciation rate (%)
current assets	Three thousand five hundred and twenty-one point one two	Three thousand five hundred and twenty-one point one two	Zero	Zero
Illiquid assets	Five thousand six hundred and four point zero eight	Twenty-six thousand two hundred and nine point seven nine	Twenty thousand six hundred and five point seven one	Three hundred and sixty-seven point six nine
Investment real estate	Three thousand seven hundred and forty-three point one four	Twenty-three thousand nine hundred and thirty-five	Twenty thousand one hundred and ninety-one point eight six	Five hundred and thirty-nine point four four
fixed assets	One thousand and seven hundred point eight zero	Two thousand one hundred and twenty-two point five eight	Four hundred and twenty-one point seven eight	Twenty-four point eight zero
Total assets	Nine thousand one hundred and twenty-five point two zero	Twenty-nine thousand seven hundred and thirty point nine one	Twenty thousand six hundred and five point seven one	Two hundred and twenty-five point eight one
current liabilities	One thousand four hundred and eighty-three point seven two	One thousand four hundred and eighty-three point seven two	Zero	Zero
Total liabilities	One thousand four hundred and ninety-eight point two one	One thousand four hundred and ninety-eight point two one	Zero	Zero

Owner's equity

Seven thousand six hundred and twenty-six point nine nine

Twenty-eight thousand two hundred and thirty-two point seven zero

Twenty thousand six hundred and five point seven one

Two hundred and seventy point one seven

The assessment value of the 100% interest of the company holding seven cotton mill Limited is 282 million 327 thousand yuan (pending the filing of state assets).

Three. Internet announcement attachment

(1) independent director's opinion confirmed by independent director's signature

(two) evaluation report

Notice hereby.

Shanghai Shenda Limited by Share Ltd board of directors

November 14, 2019