Announcement of the Board of Directors of Guangdong Meiya Group Co., Ltd. on the sale of assets
The Company and all members of the Board of Directors guarantee that the contents of the announcement are true, accurate and complete, and there are no false records, misleading statements or major omissions.
I. Overview of the transaction
The company intends to entrust the land use right of urban mixed residential land with a total area of 346,820 square meters south of Heshan Avenue in Heshan City to Zhuhai Property Rights Exchange Center for public solicitation of the intended transferee, and the qualified intended transferee will be accepted by public bidding with a reserve price of 90 million yuan.
The entrusting party of this transaction, Zhuhai Property Rights Exchange Center, has no relationship with the Company, so this entrustment does not constitute a related party transaction. As the counterparty of this land transfer transaction has not yet been determined, it is impossible to determine whether this land transaction constitutes a related party transaction. If this public land transfer is obtained by the related party of the company, this transaction will not be submitted to the next shareholders' meeting for deliberation, and the company will further fulfill its information disclosure obligations according to the requirements of related party transactions. This land transfer transaction will be submitted to the second extraordinary general meeting of shareholders in 2006 for consideration. As the major shareholder Guangdong Guangxin Foreign Trade Textile (Holdings) Co., Ltd. is the indirect beneficiary of this transaction, it is necessary to abstain from voting when deliberating this proposal.
The transaction was reviewed by the fourth meeting of the fifth board of directors of the company and passed with 9 votes in favor, 0 votes against and 0 abstentions. Independent directors of the company voted in favor of this transaction. The sale of land has obtained the consent of the mortgagee of land use right.
According to the Articles of Association and the Listing Rules of Shenzhen Stock Exchange, this land transaction has yet to be submitted to the shareholders' meeting for deliberation and approval.
Second, the counterparty.
Basic information of the Trustee Zhuhai Property Rights Exchange Center:
Zhuhai Property Rights Exchange Center was established on 1997 with the approval of Zhuhai Municipal People's Government. It is a professional institution responsible for the property right transaction of regional enterprises in Zhuhai, with independent legal personality. In September 2003, it was identified as a regional property rights trading center by the Guangdong Provincial People's Government, focusing on promoting the construction of property rights trading in Jiangmen, Zhongshan, Yangjiang, Zhanjiang and Maoming. Its main functions are: promoting capital circulation, providing an "open, fair and just" trading platform for all kinds of property rights (assets) transactions, and providing standardized services for the whole process of enterprise restructuring, merger and reorganization, revitalizing assets and market-oriented allocation of government public resources.
The transferee of this land transaction has not yet been determined. This land transfer will entrust Zhuhai Property Rights Exchange Center to openly solicit the intended transferee, and the intended transferee will conduct public bidding. The transferee shall be a legal person or natural person in People's Republic of China (PRC) (China) (unless otherwise stipulated by law) and an intended transferee who has passed the examination of Zhuhai Property Rights Exchange Center. After winning the bid, the transferee shall pay the land transfer price in cash at one time.
Three. Information about the subject matter of the transaction
(a) the basic situation of the transaction object
The assets sold this time are the land use rights of seven urban mixed houses with a total area of 346,820 square meters, which are located in the south of Heshan Avenue in Heshan City (Land CertificateNo.: Heguoyong (2005) No.000108-0001KLOC-0/4).
Ordering land use certificate land area use
The actual development degree of resettlement land
Year (m2)
Rated capacity of product
(year)
He Guoyong (2005) There are no buildings on the ground and the site is uneven.
1 33,000.00 1.5 67.0
"Access, power supply and water supply" outside the red line of No.000113 south block of Shan Avenue.
He Guoyong (2005) There are no buildings on the ground and the site is uneven.
2 63,558.60 1.5 58.9
"Access, power supply and water supply" outside the red line of No.000114 south block of Shan Avenue.
He Guoyong (2005) There are no buildings on the ground and the site is uneven.
3 40,000.70 1.5 58.9
000 1 1 "access, power supply and water supply" outside the red line of the south block of Shandao Avenue
He Guoyong (2005) There are no buildings on the ground and the site is uneven.
Through train in foreign exchange market
4 53,477.30 1.5 58.9
"Access, power supply and water supply" outside the red line of No.000112 South Block of Shan Avenue
He Guoyong (2005) There are no buildings on the ground and the site is uneven.
5 39,275.50 1.5 58.9
"Access, power supply and water supply" outside the red line of No.000109 South Block of Shan Avenue
He Guoyong (2005) There are no buildings on the ground and the site is uneven.
6 76,094.50 1.5 58.9
"Access, power supply and water supply" outside the red line of No.000108 South Block of Shan Avenue
He Guoyong (2005) There are no buildings on the ground and the site is uneven.
7 4 1,4 13.40 1.5 58.9
"Access, power supply and water supply" outside the red line of No.00010 south block of Shan Avenue.
Total 346,820.00
Location and surrounding land: Fengtu and Heshan Real Estate Company land in the east, Heshan Aerospace Automobile South Branch land in the south, Heshan Fire Brigade land in the west and Heshan Avenue land in the north. Grasp the starting point of rising waves and make a list of positions at the bottom of the institution.
Through train in foreign exchange market
. The book value of these lands is: 65,438+07,722,5438+00,000 yuan.
(2) Time and method of obtaining assets for sale
These land use rights were obtained in cash from Heshan Land and Resources Bureau to Heshan Xinhe Real Estate Development Co., Ltd. (formerly Heshan Meiya Real Estate Development Company), a wholly-owned subsidiary of the company, on April 20 14/995. Our company is the actual controller of the land use right of the above-mentioned 346,820 square meters urban mixed residential land.
Heshan Xinhe Real Estate Development Co., Ltd. (hereinafter referred to as "Xinhe Real Estate Company") is the Overall Assets Appraisal Report of Heshan Meiya Real Estate Development Co., Ltd. [Caixing Review (2002) No.216544] issued by Guangdong Caixing Assets Appraisal Co., Ltd. on June 28th, 2003 for the warp knitting blanket factory of Heshan Wool Textile General Factory, a wholly-owned subsidiary of the company. Based on the net assets evaluation value of 765,438+0,935, calculated by 500 yuan, the company purchased 333.3% of its net assets for 24 million yuan, and was jointly established with Li Ruxiang, a natural person who purchased 66.67% of its net assets for 48 million yuan. Warp knitting factory holds 33.33% shares of Xinhe Real Estate Company, and Li Ruxiang holds 66.67% shares of Xinhe Real Estate Company. On June 5438+065438+1October 18, 2004, the company used the net assets appraisal value of 7 193.55 in the overall assets appraisal report of Heshan Meiya Real Estate Development Company issued by Guangdong Caixing Assets Appraisal Co., Ltd. So far, the company directly or indirectly holds Heshan Xinhe Real Estate Development Co., Ltd./kloc-. ..
(3) the operating conditions of the counterparty
The land is idle.
(4) The ownership of the subject matter of the transaction is defective.
The land use right of 346,820 square meters of urban mixed residential land was mortgaged to the company's creditor Guangdong Textile Import and Export Raw Materials and Accessories Trading Co., Ltd. in June 2005, and the company's total debt to it was 3,765,438+0.95 million yuan.
Guangdong Guangxin Foreign Trade Textile (Holdings) Co., Ltd., the actual controller of Guangdong Textile Import and Export Raw Materials and Accessories Trading Co., Ltd., wrote in May 17, 2006, agreeing that the above-mentioned land use right should be publicly listed and sold at the assessed price as the transaction reserve price after evaluation in accordance with the relevant land transaction procedures of the state.
(five) the evaluation of the transaction object
These lands were appraised by Guangdong Jacky Real Estate Appraisal Consulting Co., Ltd., which is qualified to engage in land appraisal business nationwide, with May 15, 2006 as the benchmark date, and the total price of these lands was 89,826,400 yuan.
Four. Main contents and pricing of trading contracts
(1) Entrustment Agreement with Zhuhai Property Rights Exchange Center
Heshan Xinhe Real Estate Development Co., Ltd. signed the Power of Attorney for the Transfer of State-owned Collective Property Rights (Equity) with Zhuhai Property Rights Exchange Center on July 10, 2006, and entrusted Zhuhai Property Rights Exchange Center to openly solicit land intended transferees for public bidding transfer. The main contents of the Entrustment Agreement for Property Rights Transactions are as follows:
1. Transfer target: State-owned land with an area of 346,820 ㎡ held by Heshan Xinhe Real Estate Development Co., Ltd. located in the south of Heshan Avenue (opposite to the city bus station) in Heshan City.
2 transfer conditions, price, payment method and entrusted transfer method
(1) transfer conditions
Transferee: legal person and natural person of People's Republic of China (PRC) (China) (unless otherwise provided by law).
Transfer conditions: the intended transferee shall deposit RMB 500,000.00 Yuan (valid upon receipt) into the designated account of Zhuhai Property Rights Exchange Center before August 7, 2006, and register the intended transferee in Zhuhai Property Rights Exchange Center before August 7, 2006; The intended transferee shall complete due diligence before August 1 1 2006, submit a letter of intent to purchase the land owned by Heshan Xinhe Real Estate Development Co., Ltd. to Zhuhai Property Rights Exchange Center, obtain the confirmation of the qualification of the intended buyer in the collection stage issued by Zhuhai Property Rights Exchange Center, pay a deposit of RMB100000, and sign a letter of commitment.
(2) The transfer reserve price: 90 million yuan.
(3) Payment method: transfer the bid bond and transaction price to the account jointly designated by the entrusting party (transferor) and the transaction acceptance institution.
(4) Entrustment transfer mode: it is carried out in two stages. The first stage: collecting the intended transferee; The second stage: formulate the transfer plan and organize on-site public bidding.
3. Validity of entrustment
This power of attorney is valid until June 65438+February 3, 20061.
(2) Transfer transaction contract
1. No public transfer, no transaction transfer contract signed. After the public listing transfer is completed, the company will further fulfill its information disclosure obligations as required.
2. Pricing situation. The selling price will be determined according to the results of public listing, and the selling price will not be lower than the reserve price of 90 million yuan.
Verb (abbreviation for verb) Other arrangements for the company to sell assets.
According to Guangdong Guangxin Foreign Trade Textile (Holdings) Co., Ltd.' Yue Fang (2006) No.000 17 1', the proceeds from this public listing will be used to repay the debts of the above-mentioned land mortgagee after deducting the taxes related to land transfer.
The purpose of selling assets with intransitive verbs and its influence on the company
The company's sale of subsidiary land assets is the company's action to dispose of non-main business assets and optimize the asset structure, which is conducive to revitalizing the deposited funds. The proceeds from the sale of assets are mainly used to repay some creditors' debts, improve the company's financial situation and reduce the financial burden to some extent.
In addition, the company's accounting method for its subsidiary Heshan Xinhe Real Estate Development Co., Ltd. is the equity method. Since the company's long-term investment in the land is zero, if the final transaction price of the land is lower than the book value of 65,438+07,722,438+00,000 yuan, the loss will not affect the company's profit this year; If the final transaction price of the land sold is higher than the book value of 65,438+07,722,55438+00,000 yuan, the profit generated will have a positive impact on the company's profit this year.
Seven. Reference document catalogue
1. Land Appraisal Report issued by Guangdong Jacky Real Estate Appraisal Consulting Co., Ltd. (Y.Z.Y.P. [2006]No. 140);
2. Resolution of the Board of Directors of Guangdong Meiya Group Co., Ltd. ..
Board of Directors of Guangdong Meiya Group Co., Ltd.
July 2006 1 1 day