Deep Textile A (000045): Progress In Listing And Transferring Two Company Equity

Securities code: 000045, 200045 securities referred to: Shenzhen textile A, Shenzhen textile B announcement number: 2019-70

Announcement of the Shenzhen textile (Group) Limited by Share Ltd on the transfer of shares in Shenzhen good property leasing company limited

All members of the company and the board of Directors ensure that the contents of the announcement are true, accurate and complete, without false records, misleading statements or major omissions.

Special note:

1, the company, which has been approved by the state assets management department for approval, has a valuation value of RMB 60 million 554 thousand and 100 yuan, which is publicly listed on the Shenzhen joint stock exchange, and has 50% equity interest in Shenzhen good property leasing Co., Ltd., and the listing period is from November 14, 2019 to December 18, 2019.

2, to the expiration of the listing notice, an intentional transferee Shenzhen City Construction Development (Group) Co., Ltd. is created, which is a related legal person for the company, and this transaction constitutes a related transaction. The company has applied to the Shenzhen stock exchange for exemption from fulfilling its obligations in accordance with article 10.2.14 of the Shenzhen Stock Exchange Listing Rules.

3, the two parties signed the property rights transaction contract in December 19, 2019, the transaction price was 60 million 554 thousand and 100 yuan, and the transfer price was remitted into the designated settlement account within 5 working days from the date of the effective contract.

4, the transaction is expected to have a positive impact on the company's performance in the 2019 year, and the specific impact will be based on the audit results of the company's annual auditor.

1. Summary of transactions

In October 17, 2019, the twenty-second meeting of the seventh board of directors of the Shenzhen Textile Group (share) Company Limited (hereinafter referred to as the "company") voted on the outcome of 9 votes, 0 votes against and 0 abstentions. It considered and passed the motion on the transfer of 50% equity of Shenzhen good Property Leasing Co., Ltd., and agreed that the company would transfer the 50% equity interest of Shenzhen good property leasing Co., Ltd. (hereinafter referred to as "good property company") in the form of public listing on the basis of the price of 58 million 342 thousand and 700 yuan RMB, which is not less than the assessed value of 58 million 342 thousand and 700 yuan. The final listing price is not lower than the assessment result approved by the state owned assets management department for record. Independent directors issued independent opinions on this matter. Refer to the October 18, 2019 announcement of the transfer of the Shenzhen good property leasing company limited (No. 2019-56) by the giant tide information network (www.cninfo.com.cn) and the independent opinion of the independent directors on matters related to the twenty-second session of the seventh board of directors.

In November 4, 2019, the company received the Shenzhen Investment Holdings Company Limited (hereinafter referred to as "deep investment control") "state-owned assets appraisal project registration form" (record number: deep investment control evaluation [2019] No. 024). The transfer of good property company's equity matters has been approved by the state asset management department. The assessment result of the record is that the total value of the shareholders of the good property company is 121 million 108 thousand and 200 yuan, which is increased by 4 million 422 thousand and 800 yuan compared with the 116 million 685 thousand and 400 yuan before the assessment result. The company's holding of 50% property rights of the company is calculated to be 60 million 554 thousand and 100 yuan, which is 2 million 211 thousand and 400 yuan higher than the 58 million 342 thousand and 700 yuan before the assessment. The main reason is that there is a lack of consideration in the case of representative property transactions and the trend of price trend in the time interval of benchmark days. The final listing price of the company will not be lower than the assessment result approved by the state assets management department for 60 million 554 thousand and 100 yuan. Refer to the announcement of the November 5, 2019 www.cninfo.com.cn, the announcement of the transfer of the shares of Shenzhen Guan Hua printing and dyeing Co., Ltd. and the acquisition of the state-owned assets of Shenzhen good property leasing Co., Ltd. (No. 2019-63).

In November 4, 2019, the company adopted the "motion on transferring 50% equity of Shenzhen good property leasing company" in 2019 at the second provisional shareholders meeting in 2019. It agreed that the company should not be less than the value of RMB 60 million 554 thousand and 100 Yuan approved by the state assets management department for approval, so it should transfer the 50% equity interest of the good property company held by the company by publicly listing the price of the valuation of the joint stock right of the state assets management department. Refer to the resolution of the second extraordinary shareholders meeting of 2019 (http://www.cninfo.com.cn), November 5, 2019 (No. 2019-64).

Two. Progress in equity transfer

In November 13, 2019, the company listed the price approved by the state assets management department for approval at 60 million 554 thousand and 100 yuan RMB on the Shenzhen stock exchange, and the listing period was from November 14, 2019 to December 18, 2019. Until the time limit for the listing announcement, only one intention transferee, Shenzhen urban construction development (Group) Co., Ltd. (hereinafter referred to as the "urban construction group"), will be sold at a price of 60 million 554 thousand and 100 yuan.

In December 19, 2019, the company signed a "property rights transaction contract" with the urban construction group.

The single shareholder of the urban construction group is deeply controlled as the controlling shareholder of the company, and the related legal person of the company. The company has applied for exemption from the Shenzhen stock exchange to fulfill its obligations in accordance with the provisions of article 10.2.14 of the Shenzhen Stock Exchange Listing Rules.

This transaction does not constitute a major asset reorganization stipulated in the management measures of major asset reorganization of listed companies.

Three, the basic situation of related parties

1. Basic information of related parties

(1) Enterprise Name: Shenzhen urban construction development (Group) Co., Ltd.

(2) uniform Credit Code: 91440300192191162A

(3) legal representative: Wang Huaben

(4) registered capital: 1 billion 668 million yuan.

(5) registration time: 09 / 23 1983

(6) type of enterprise: limited liability company (sole proprietorship owned by natural persons or controlled)

(7) operating period: 09 months from 1983 to 23 2033 and 09 months 2033.

(8) business scope: municipal construction, real estate development and commercial housing leasing, sales, maintenance and management; according to the letter No. [1994]223 issued by Shenzhen government office and the Certificate No. 258th of Shenzhen Trade Development Bureau's deep trade management verification certificate. Aluminum alloy doors and windows, wooden doors and windows, glass curtain walls, building materials, coatings, paints, waterproof and thermal insulation materials, furniture, elevators, air conditioners, generators, automobile spare parts, toys, cultural and entertainment supplies, packaging materials; set up industries (specific items separately declared); import and export business (according to the Certificate No. 258 of foreign trade enterprises).

(9) shareholders' contribution and shareholding ratio: the urban construction group is a wholly owned subsidiary of Shenzhen Investment and Management Corporation.

2, historical evolution

The urban construction group, formerly known as the Shenzhen foundation working group established in 1982, is currently a wholly state-owned real estate development group with a national comprehensive first class real estate development qualification. It is registered on the 15 floor of Lu Dan building, 1011 Riverside Road, Luohu District, Shenzhen.

3, major financial data of Urban Construction Group

Audited, urban construction group in 2018 achieved operating income of 2 billion 82 million 449 thousand and 800 yuan, net profit of 258 million 237 thousand and 700 yuan; as of November 30, 2019, the urban construction group's net assets of 4 billion 518 million 438 thousand and 600 yuan.

4. Description of correlation

The single shareholder of the urban construction group is deeply controlled as the controlling shareholder of the company. According to the relevant provisions of 10.1.3 of the Shenzhen Stock Exchange Listing Rules, the urban construction group is the affiliated party of the company.

5, the urban construction group does not exist as a case of dishonest executors.

Four. Basic situation of related transactions

The basic situation of the transfer of the shares is detailed in the October 18, 2019 announcement of the company's listing on the transfer of the equity of Shenzhen good property leasing Co., Ltd. (No. 2019-56).

Five, the pricing policy and pricing basis of related party transactions.

Shenzhen Pang Xin asset appraisal land real estate valuation Co., Ltd. in July 31, 2019 as the benchmark date for the good property company conducted an asset appraisal, the assessment result was confirmed by deep investment control record (record number: deep investment control evaluation [2019] 024). The specific assessment results are as follows:

The total assets value of the property company is 8 million 585 thousand and 800 yuan, the assessment value is 121 million 767 thousand and 300 yuan, the appreciation value is 113 million 181 thousand and 500 yuan, and the appreciation rate is 1318.25%. The total debt book value is 659 thousand and 100 yuan, the assessment value is 659 thousand and 100 yuan, and the assessment value has no increase or decrease. The net assets book value is 7 million 926 thousand and 700 yuan, the assessment value is 121 million 108 thousand and 200 yuan, the appreciation increment is 113 million 181 thousand and 500 yuan, the increment rate is 1427.86%, accordingly the company holds the good property company 50% equity the corresponding record confirmation appraisal result is 60 million 554 thousand and 100 yuan.

Six, the main contents of the transaction agreement

1, transaction overview

The city construction group and the company signed the property rights transaction contract in December 19, 2019 to purchase the underlying stock in cash.

2, equity transfer mode

The underlying shares were publicly listed on the 13 day of the Shenzhen joint stock exchange. On the date of listing, only one intending transferee of the urban construction group was issued by the urban construction group, which was transfered by the urban construction group in accordance with the law in accordance with the law in November 2019.

3, transaction volume

The company will transfer the underlying shares to the urban construction group in Renminbi (uppercase) 1000 yuan (that is, RMB 60 million 554 thousand and 100 yuan). The trading deposit paid by the urban construction group is automatically converted into a portion of the transfer price.

4. Payment method

The urban construction group pays the transfer price to the company by means of RMB transfer.

5, payment time and proportion

In the form of one-off payment, the urban construction group shall remit the transfer price into the designated settlement account within 5 working days after the effective date of the contract:

Account Name: Shenzhen United rights and equity exchange Limited by Share Ltd

Account number: 213223288076100001

Bank of accounts: Zhuhai Huarun bank Shenzhen Baoan branch

6. Transfer time

Within 30 days from the date of obtaining the attestation of property rights transaction issued by the Shenzhen joint stock exchange, the transfer procedures of the underlying stock rights shall be handled.

Seven, the purpose of selling equity and its impact on the company.

The transaction is based on concentrating resources to develop the main business of polarizer and promoting the company's strategic layout. After the completion of the transaction, the expected revenue is about 41 million 692 thousand and 500 yuan, which will have a positive impact on the company's 2019 annual performance. The specific impact will be based on the audit results of the company's annual auditor.

After the completion of the equity sale, there will be no equity investment relationship between the company and the company being sold.

Eight. All kinds of related transactions that have occurred with the related party.

From January 1, 2019 to the date of disclosure, except for the related transactions of this announcement, there are no other kinds of related transactions that the company has accumulated.

Nine. Reference documents

Property rights transaction contract

Notice hereby

Shenzhen textile (Group) Limited by Share Ltd

Board of directors

December 21st two 19

Securities code: 000045, 200045 securities referred to: Shenzhen textile A, Shenzhen textile B announcement number: 2019-71

Shenzhen textile (Group) Limited by Share Ltd

Progress announcement on the transfer of shares of Shenzhen Guan Hua printing and dyeing Co., Ltd.

All members of the company and the board of Directors ensure that the contents of the announcement are true, accurate and complete, without false records, misleading statements or major omissions.

1. Summary of transactions

In October 17, 2019, the twenty-second meeting of the seventh board of directors of the Shenzhen textile (Group) Limited by Share Ltd (hereinafter referred to as the "company") considered and passed the motion on the transfer of 50.16% stake in Shenzhen Guan Hua printing and dyeing Co., Ltd., and agreed that the company should transfer the 50.16% equity interest of Shenzhen Guan Hua printing and dyeing Co., Ltd. (hereinafter referred to as "Guan Hua company") in the form of a public listing of the company's Shenzhen joint property rights transaction at the price of 306 million 637 thousand and 400 yuan. Independent directors issued independent opinions on this matter. The contents are detailed in the October 18, 2019 announcement of the www.cninfo.com.cn company's listing on the transfer of shares of Shenzhen Guan Hua printing and dyeing Co., Ltd. (No. 2019-55).

In November 4, 2019, the company received the Shenzhen Investment Holdings Company Limited's "state assets appraisal project registration form" (record number: deep investment control review [2019] No. 023). The transfer of the company's stake in Guan Hua company has been registered by the state asset management department, and the final listing price of the company will not be lower than the assessment result approved by the state assets management department for 340 million 468 thousand and 300 yuan. The contents are detailed in the November 5, 2019 Bulletin of www.cninfo.com.cn on the transfer of shares of Shenzhen Guan Hua printing and dyeing Co., Ltd. and the acquisition of state assets of Shenzhen good property leasing Co., Ltd. (No. 2019-63).

In November 4, 2019, the second provisional shareholders' meeting of the company adopted the motion on the transfer of 50.16% stake in Shenzhen Guan Hua printing and dyeing Co., Ltd., which is detailed in the November 5, 2019 "www.cninfo.com.cn second" provisional meeting of shareholders (2019-64).

Two, the basic situation of transaction targets

The basic situation of the equity transfer is detailed in the October 18, 2019 announcement of the www.cninfo.com.cn company's listing on the transfer of shares of Shenzhen Guan Hua printing and dyeing Co., Ltd. (No. 2019-55).

Three, the progress of the transfer of shares.

As of the announcement date, due to market changes and related circumstances, the company did not publicly transfer the shares of the underlying company in the Shenzhen stock exchange. The company will issue a listing on the basis of the market situation and the company's actual operation within the validity period of the target stock valuation report (August 30, 2020).

Four, risk warning situation

1. The transfer of shares of the target company will be sought by the Shenzhen joint stock exchange, and if the company fails to list publicly during the period of validity of the evaluation report (August 30, 2020), or if it does not appear to the transferee after listing, there will be a risk of termination of the transaction.

2, there is uncertainty in the transfer of shares of the target company. The company will fulfill its obligation of information disclosure in accordance with the follow-up progress of this transaction, and invite investors to pay attention to investment risk.

Notice hereby

Shenzhen textile (Group) Limited by Share Ltd

Board of directors

December 21st two 19