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The Company and all members of the Board of Directors guarantee the truthfulness, accuracy and completeness of the contents of the announcement, and shall be jointly and severally liable for the false records, misleading statements or major omissions of the contents of the announcement.
● Sell the 5 1% equity of Beijing Sheikh Cao Rui Natural Medicine Co., Ltd. owned by the company by agreement, with the transaction amount of RMB 9,353, 154. 13 yuan.
● This transaction constitutes a related party transaction of the company.
● This transaction will enable the company to concentrate on strengthening its main business, improving its asset structure and enhancing its core competitiveness.
I. Overview of related party transactions
The Company signed the Equity Transfer Agreement with Beijing Chengxiang Science and Technology Investment Development Co., Ltd., and priced it at the book value of 565,438+0% equity net assets of Beijing Sheikh Cao Rui Natural Medicine Co., Ltd. owned by Japanese companies as of July 365,438+0, 2005.
As Harbin Institute of Technology Group Co., Ltd. is the largest shareholder of Beijing Chengxiang Technology Investment Development Co., Ltd. and Harbin Institute of Technology Group Co., Ltd. is the same chairman of the company, this transaction constitutes a related party transaction of the company.
The second board meeting of the fourth session of the Company held in August, 2005 reviewed and approved this transaction, and Mr. Zhang Dacheng, the related director of the Company, fulfilled the obligation to abstain from voting according to law. Independent directors Mr. Ba Denian, Mr. Li Chengdong and Ms. Li Junling expressed their independent opinions.
Two. Introduction of related parties
Beijing Chengxiang Science and Technology Investment Development Co., Ltd., legal representative Meng Xiaojing, registered capital of 50 million yuan, is a limited liability company, and its business scope is investment in high-tech biological and pharmaceutical projects; Investment consulting; Enterprise management consulting; Information consultation; Technology development, technology transfer and technical training; Computer software development; Electronic commerce.
As of June 3, 2005, Beijing Chengxiang Technology Investment and Development Co., Ltd. had total assets of 94.56 million yuan (unaudited), total liabilities of 33.02 million yuan (unaudited) and net assets of 6 1.54 million yuan (unaudited); Realized sales income of 25.6 million yuan and net profit of 2.03 million yuan.
Three. Basic situation of related party transactions
The subject matter of this related party transaction is the 5 1% equity of Beijing Sheikh Cao Rui Natural Medicine Co., Ltd. owned by the company, which is the operating assets invested by the company.
Beijing Sheikh Cao Rui Natural Medicine Co., Ltd. (hereinafter referred to as Sheikh Cao Rui) is a limited liability company registered in Beijing Administration for Industry and Commerce. The registered capital of the Company is RMB 25,565,438. The registration number of the business license of an enterprise as a legal person is11kloc-0/082420046. Legal Representative: Zhang Dacheng.
Business scope: development, production and sales of oral liquid, syrup mixture, granules, extract tablets, capsules and honeyed pills. Where laws and regulations prohibit it, it shall not operate; if it is approved, it shall not operate without approval; Where laws and regulations do not provide for examination and approval, the enterprise shall independently choose the business projects and carry out business activities.
Company domicile: Wangxi North Street, Haidian District.
As of July 3, 2005, the total book assets were 3 1 983, 4165438+60000 yuan (unaudited), and the total liabilities were 136438936, 900 yuan (unaudited). As of July 3, 2005, the total accumulated losses were-10/0,213,249,200 yuan (unaudited).
Four. Main contents and pricing of equity transfer agreement
1, transfer the subject matter
The company owns 5 1% equity of Beijing Sheikh Cao Rui Natural Medicine Co., Ltd. ..
2. Pricing principles and transfer prices
Based on the net asset value of Beijing Sheikh Cao Rui Natural Medicine Co., Ltd. as of July 3, 2005, the transfer price is the converted equity value of 5 1% equity of Beijing Sheikh Cao Rui Natural Medicine Co., Ltd., 154. 13 yuan.
3. Method of payment
Within ten days after this agreement comes into effect, Beijing Chengxiang Technology Investment Development Co., Ltd. will make a one-time payment in cash to the account designated by the company.
Verb (abbreviation of verb) The purpose of related party transactions and the impact of this related party transaction on listed companies.
Beijing Sheikh Cao Rui Natural Medicine Co., Ltd. was established on the basis of state-owned enterprises. Since its establishment, it has been subject to the original management system, and the management's running-in situation is not good. In recent years, the continuous losses (related information has been fully disclosed in the company's financial reports in recent years) have become a heavy burden for the company. This transaction is conducive to the company to get rid of the asset burden, concentrate on strengthening the soybean, corn deep processing and food industries, further optimize the company's industrial structure, enhance the company's core competitiveness and sustainable development capabilities, and is conducive to maintenance.
Opinions of independent directors of intransitive verbs
The company agreed to sell the 5 1% equity of Beijing Sheikh Cao Rui Natural Medicine Co., Ltd. to Beijing Chengxiang Technology Investment Development Co., Ltd., which is conducive to improving the company's financial situation, improving the asset structure, and ensuring that the interests of shareholders of listed companies will not be lost, in line with the requirements of the company's sustainable development. According to this agreement, the book net asset value corresponding to the 5 1% equity of Hebei Jinghua Sheikh Cao Rui Natural Medicine Co., Ltd. as of July 3, 2005 is fair and reasonable. This transaction is a related party transaction, which has not caused the company's assets loss, nor harmed the company's interests and shareholders' rights and interests. To this end, I agree with the proposal, and the company's procedures for implementing the proposal are reasonable.
Seven. reference paper
1. Resolution of the board of directors of the company
2. Equity transfer agreement
3. Opinions of independent directors
Board of Directors of Harbin Institute of Technology High-tech Industry Development Co., Ltd.
August 2005