Xugong Technology sells Jianlu Machinery Factory to Xugong Machinery
The company and all members of the board of directors guarantee the truthfulness, accuracy and completeness of the contents of the announcement, and bear joint and several liability for false records, misleading statements or major omissions of the announcement.
I. Overview of related party transactions
On November 28, 2005, the company and Xuzhou Construction Machinery Group Import and Export Co., Ltd. (hereinafter referred to as the import and export company) signed the "Asset Transfer Agreement" in Xuzhou City. The company will own the Xuzhou Road Construction Machinery Factory (unincorporated). The assets, liabilities and corresponding rights and obligations are sold to import and export companies, while horizontal directional drilling, grader, road mixer, stabilized soil mixing station, hydraulic accessories (hose assembly, hard tube assembly) The milling machine and the slurry sealer business were stripped to the counterparty. As of the evaluation date, the net asset value of Xuzhou Zhulu Machinery Plant (unincorporated) was 60 million yuan, with an estimated value of 5,993,100 yuan. The two sides negotiated to determine the net asset valuation value as the pricing basis, and based on the company's abandonment of the internal accounting calculation of the Xuzhou Road Construction Machinery Plant (illegal people) claims of 93.768 million yuan, Xuzhou Road Machinery Plant (unincorporated) net The asset value increased by 93.976 million yuan, so the two parties determined the transaction price was 153.098 million yuan. If the net assets change during the asset valuation base date to the delivery date, the two parties adjust the amount of the transfer price to be paid according to the actual changes. The two parties agree not to evaluate the adjustment.
On November 28, 2005, the company, the import and export company, Xugong Group Construction Machinery Co., Ltd. (hereinafter referred to as Xugong Machinery) signed the "Guarantee Agreement", and Xugong Machinery provided joint and several liability guarantee for the import and export company to pay the transfer price.
Xugong Machinery, the controlling shareholder of the Company, holds 80% of the equity of the import and export company and is its controlling shareholder. Therefore, this transaction constitutes a connected transaction.
The hydraulic accessories (hose assembly and hard tube assembly) of the company's products are mainly supplied by Xuzhou Zhulu Machinery Factory (unincorporated). After the completion of the transaction, the counterparty will have the business of hydraulic accessories (hose assembly, hard tube assembly). The company plans to purchase matching hydraulic accessories (hose assembly, hard tube assembly) from the counterparty, which will constitute Follow-up daily related transactions.
On November 28, 2005, the fifteenth meeting of the fourth board of directors of the company reviewed the “Proposal on Selling the Whole Assets of Xuzhou Road Construction Machinery Factory (Illegal Persons) to Xuzhou Construction Machinery Group Import and Export Co., Ltd.†Proposal for Related Party Transactions, Mr. Wang Min, Chairman of the Board of Directors, Mr. Fu Jian, Mr. Yang Yong and Mr. Huang Jian, as related directors, avoided voting. After the related directors evaded, the board of directors had less than half of the non-associated directors. The board of directors voted on whether the two proposals were submitted to the third extraordinary general meeting of 2005. The voting was: 8 votes, 0 votes against, 0 votes. Abstain.
The independent directors expressed their independent opinions on this transaction and believed that this transaction is conducive to concentrate on developing the core business of the company. The voting procedures are in compliance with relevant regulations and the Articles of Association. The pricing of this transaction is based on the evaluation results, and there is no behavior that harms the interests of the company and its shareholders, especially the minority shareholders. Subsequent daily related transactions arising from the completion of the transaction are the normal needs of the company's production and operation. The transaction price will be determined according to market principles and will not harm the interests of the company and its shareholders, especially the small and medium shareholders (see Content 7 of this announcement for details).
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