All the members of the company and the board of Directors ensure that the contents of the information disclosure are true, accurate and complete, and there is no lack of information
A false record, misleading statement, or material omission.
I. overview of transactions
1, December 13, 2012, Zhangzidao group Limited by Share Ltd (hereinafter referred to as the "company") Dong
Things will be examined and adopted the "on foreign investment and the establishment of Zhangzi Island YAMAHA (Dalian) glass steel ship manufacturing
Company Limited motion. See the company published in cninf (http://www.cninfo.com.cn).
Announcement of the fortieth meeting of the Fourth Board of directors (Bulletin number: 2012-77). Zhangzidao YAMAHA
(Dalian) glass reinforced plastic ship manufacturing Co., Ltd. (hereinafter referred to as "Target Corp" and "Shipping Co") was founded
In April 11, 2014, the registered capital of 80 million yuan, of which the Limited by Share Ltd invested Zhangzidao group
40 million 800 thousand yuan, accounting for 51%, YAMAHA Engine Corporation (hereinafter referred to as "YAMAHA") invested 3920
Million yuan, accounting for 49%.
2, the company in line with the future development needs, for the construction of marine pasture equipment upgrade strategic support system, the company
Intends to acquire joint venture Shipping Co 49% stake. The company held the sixth board of directors in April 12, 2017
The ninth meeting examined and adopted the "agreement on the acquisition of a joint venture of YAMAHA Island (Dalian) glass steel ship
Motion of 49% stake in Ship Manufacturing Co., ltd.. The transaction should be submitted to the shareholders' meeting for consideration.
3, the company and YAMAHA intends to shareholders' meeting approved by the signing of the "equity transfer contract", the purchase target
49% stake in the company; at the same time, YAMAHA signed a technical assistance agreement and service agreement with glass fiber reinforced plastic shipyard,
It is agreed that YAMAHA will provide technical assistance services to the FRP shipyard.
The stock transfer pricing benchmark date for December 31, 2016. After the completion of the transfer of shares,
The company will hold 100% stake in Target Corp. This transaction does not constitute affiliated transactions, does not constitute a listed company
Major asset restructuring as stipulated in the administrative measures for the reorganization of major assets.
Two, the basic situation of the counterparty
1 、 Company Name: YAMAHA Engine Corporation
2, registered address: Shizuoka Prefecture, Japan, pan Tian, new Bay 2500
3, legal representative: Liu
4, the main business: production and sales of motorcycles, scooters, electric hybrid bicycle, boat,
Sailing, water skiing, swimming pool, Japanese boats, fishing boats, outboard machine, diesel engine, four wheeled all terrain vehicle,
SSV (all terrain car, double seat chain drive, four wheel car), mini kart, golf car, general purpose
Engines, generators, pumps, motor skis, small snow removing machines, automotive engines, surface mount equipment,
Industrial robots, industrial unmanned helicopters, wheelchairs, electric auxiliary devices, helmets, biological engineering
Agriculture, forestry and aquatic products - production, processing, marketing of microorganisms. Import and sell all types of products, develop tourism and
Operating recreational facilities and related services.
Three, the basic circumstances of the transaction
(1) general description of the transaction;
1, company name: YAMAHA Island (Dalian) FRP Ship Manufacturing Co. Ltd.
2, the nature of the enterprise: limited liability company (Sino foreign joint venture)
3, the establishment time: April 11, 2014
4, business license registration number: 910102000963864025
5 、 registered address: Salt Village, Dalian Bay Street, Ganjingzi District, Liaoning, Dalian
6, the registered capital: 80 million yuan
7. Legal representative: Wu Hougang
8, ownership structure: Zhangzidao group Limited by Share Ltd invested 40 million 800 thousand yuan, accounting for 51%, YAMAHA
Engine Corporation invested 39 million 200 thousand yuan, accounting for 49%.
9, actual controller: the company with YAMAHA Motor Co., Co control.
10, the main business: offshore cultivation of glass steel fishing boats, operating boats, yachts, fishing boats, pontoon bridge and zero
Accessories manufacturing, processing and maintenance; the above products and related parts of the wholesale and import and export business (does not involve
State owned trade commodities shall be handled in accordance with the relevant regulations in accordance with the relevant provisions of quotas, licenses and other special provisions;
The rental, storage and maintenance of fiberglass fishing boats, operating boats, yachts, fishing boats and pontoon bridges for offshore aquaculture;
Economic information consultation (project approved according to law, may be carried out after approval by the relevant department).
11, the company's industry: glass steel shipbuilding industry
12, the underlying equity does not exist mortgage, pledge or other third party rights, there is no equity involved
Major disputes, lawsuits or arbitration items, judicial measures such as sealing up, freezing, etc..
13. The main assets of Shipping Co are the right to use state-owned construction land covering 48416.5 square meters. this
The land tenure was acquired in June 2015 and is intended to be used in the construction of a GRP ship manufacturing plant
Carry out the preliminary work of project construction.
14, the Shipping Co leased the plant since May 2015 and completed the trial operation of the shipyard in 2016
36 vessels were sold.
(two) the main financial data of the subject matter of the transaction;
According to the issue of securities and futures business license ShineWing accounting firm Dalian branch
The Target Corp's 2016 annual audit report, the financial position and operating results are shown in the following table:
Unit: element
project
2016
Total assets
Sixty-nine million four hundred and seventy-seven thousand four hundred and sixty-seven point three three
Net assets
Sixty-two million seven hundred and nine thousand three hundred and ninety-six point eight three
Business income
Thirteen million three hundred and ninety-five thousand four hundred and twenty-nine point nine two
Net profit
-2557568.81
(three) evaluation of the subject matter of the transaction;
According to the securities qualification of Liaoning yuan assets appraisal Co. issued Yuan Ping Bao Zi
[2017] No. 030 "asset assessment report", Zhangzidao