The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint responsibility for the truthfulness, accuracy and completeness of the contents.
Jiangsu Chunlan Refrigeration Equipment Co., Ltd. (hereinafter referred to as “Company” or “Company”) issued the “Notice on the Capital Increase and Related Transactions Transactions to Jiangsu Chunlan Machinery Manufacturing Co., Ltd.” on September 28, 2018 (Announcement No.: Pro 2018 -010), the following is a supplementary disclosure on the matters involved in the above announcement:
I. Process of capital increase
Jiangsu Chunlan Machinery Manufacturing Co., Ltd. (hereinafter referred to as “Chunlan Machinery Company”), a joint venture of the company, negotiates with the shareholders to increase capital in order to ensure the normal operation of production and operation. After discussion, the company's management layer believes that Chunlan Machinery Co., Ltd. is a joint venture of the company and supplies plastic parts for the company's air-conditioning products. In order to solve its operational difficulties and ensure the normal procurement of air-conditioning products of the company, it decided to share with the major shareholders of Chunlan Machinery Co., Ltd. It will be capitalized and submitted to the board of directors for consideration.
On July 17, 2018, the ninth meeting of the eighth board of directors of the company reviewed and approved the “Proposal on Capital Increase and Related Transactions to Jiangsu Chunlan Machinery Manufacturing Co., Ltd.” (consent 5 votes, against 0 votes, abstained from 0 votes), four The related directors abstained from voting when considering the proposal.
On July 18, 2018, Chunlan Machinery Co., Ltd. convened the board of directors to increase the registered capital from US$29.693 million to US$32.629 million, which clarified the method for determining the shareholder's equity and shareholding ratio after the capital increase: the shareholders' shareholding ratio If the shareholder waives the capital increase, the shareholder who participates in the capital increase will undertake the capital increase on a proportional basis. The proportion of the share is determined as follows: the original shareholding ratio of any participating capital increase shareholder and the original shareholding of all the participating capital increase shareholders The ratio of the sum of the ratios. After the capital increase, the shareholding of any shareholder in Chunlan Machinery Co., Ltd. is the sum of its actual capital contribution and the equity of Chunlan Machinery Co., Ltd. (according to the evaluation value) before the capital increase. The new shareholding ratio is based on its equity in Chunlan Machinery Co., Ltd. Re-determine.
On August 13, 2018, Jiangsu Huaxin Assets Appraisal Co., Ltd., an evaluation agency engaged in securities and futures-related business evaluation qualifications, was issued by Jiangsu Chunlan Machinery Manufacturing Co., Ltd. to evaluate the assets of all shareholders' equity evaluation projects involved in the proposed capital increase. Report" (Suhua Reviewer  No. 261).
On August 18, 2018, each shareholder of Chunlan Machinery Co., Ltd. signed the Supplementary Agreement of the Contract of Jiangsu Chunlan Machinery Manufacturing Co., Ltd., which clarified the amount of capital increase and the shareholding ratio of each shareholder after the capital increase:
On August 21, 2018, Chunlan Machinery Co., Ltd. completed the registration procedures for industrial and commercial changes with the increase of registered capital, and obtained the "Business License" issued by the local industrial and commercial administration.
On August 30, 2018, Chunlan Machinery Company completed the change registration of foreign-invested enterprises.
The total capital increase was US$299.40 million, which was used to increase the registered capital of Chunlan Machinery Co., Ltd., and its registered capital increased from US$29.693 million to US$32.629 million. In case of capital contribution in RMB, it shall be converted at the exchange rate of August 21, 2018 on the date of registration of the industrial and commercial registration. The funds contributed by the shareholders participating in the capital increase have all been put in place, as follows:
On September 12, 2018, Chunlan (Group) Co., Ltd. invested RMB 2,636,645.20.
On September 13, 2018, the company invested RMB 7,925,658.40.
On September 20, 2018, Chunlan (Hong Kong) International Investment Co., Ltd. invested RMB 2,316,720.40 and USD 1.11 million.
2. Relevant information of related parties involved in capital increase
The counterparties of this capital increase are Chunlan (Group) Co., Ltd. and Chunlan (Hong Kong) International Investment Co., Ltd. The main contents are as follows:
(1) Chunlan (Group) Co., Ltd.
1, the basic situation
Name: Chunlan (Group) Company
Type: Collective ownership
Address: No. 68, Koutai Road, Taizhou City, Jiangsu Province
Legal representative: Tao Jianxing
Registered capital: 800 million yuan
Business Scope: Manufacturing and sales of various types of air conditioners, dehumidification equipment, refrigeration equipment, refrigeration equipment, refrigeration compressors, motorcycles, electronic components, general machinery, chemical products (excluding hazardous chemicals), plastic products; investment in the development of the tertiary industry Contracting overseas electromechanical industry projects and domestic international bidding projects; exporting equipment and materials required for the above-mentioned overseas projects; dispatching labor personnel required for the implementation of the above-mentioned overseas projects. (Projects subject to approval according to law may be operated after approval by relevant departments)
2. Introduction of association
Chunlan (Group) Co., Ltd. is the controlling shareholder of the company and has actual control relationship. As of September 28, 2018, it held 131,630,912 shares of the company, accounting for 25.34% of the company's total share capital.
3. Major financial data for the most recent year
As of December 31, 2017, Chunlan (Group) Co., Ltd. had total assets of 4,581,940,900 yuan and net assets of 4,558,862,100 yuan (unaudited).
(2) Chunlan (Hong Kong) International Investment Co., Ltd.
1, the basic situation
Name: Chunlan (Hong Kong) International Investment Co., Ltd.
Address: FLAT 4 12/F
HONOUR INDUSTRIAL CENTRE 6 SUN YIP STREET CHAIWAN HK
Nature of business: INV’TDG & SUB-CONTRACTING (trade and investment, contract subcontracting)
Registration number: 15608956-000-04-18-0
2. Introduction of association
The controlling shareholder of Chunlan (Hong Kong) International Investment Co., Ltd. is Chunlan (Group) Co., Ltd., which is the same actual controller as the Company. Chunlan (Hong Kong) International Investment Co., Ltd. has a relationship with the Company.
3. Major financial data for the most recent year
As of March 31, 2018, Chunlan (Hong Kong) International Investment Co., Ltd. had total assets of HK$465,539,300 and net assets of HK$52,061,500 (unaudited).
Third, the evaluation of the assets of Chunlan Machinery Co., Ltd.
According to the resolution of the directors of Chunlan Machinery Co., in order to determine the rights and interests of the shareholders before the capital increase, the shareholding ratio of each shareholder after the capital increase is calculated. The evaluation unit has evaluated Chunlan Machinery. The purpose of this assessment is to provide value reference for Chunlan Machinery Co. The method is the asset-based approach. After evaluation, the market share of the shareholders' equity of Chunlan Machinery Co., Ltd. on July 31, 2018 was RMB 48,388,500, and the appraisal value was RMB 30,254,900, with a value-added rate of 205.49%.
The value-added part of this asset assessment is mainly the following assets:
1. Investment real estate, the assessed value added is 600,600 yuan. The main reason for the increase is that the appraisal institution uses the income method to measure the value of the investment real estate appraisal.
Chunlan Machinery Co., Ltd. Investment Real Estate is located at No. 568 Yangzhou Road, Hailing District, Taizhou City (near Taizhou Passenger West Station). It was mainly built in 1970 and has a construction area of about 6618.76 square meters. At present, the investment real estate is rented to Sanjiang Hotel in Hailing District of Taizhou City and Jinxintai Trading Company in Hailing District of Taizhou City; the evaluation agency considers that the purpose of the company holding the property is rental income, and according to the on-site investigation by the asset appraiser, The rental contract for the leased investment real estate (the main contents of the contract is described below) and the market rent of similar real estate in the surrounding area can be used to obtain the future market rent of the investment real estate by the market method. Therefore, the income method is used for evaluation. The income method calculates the annual net income by estimating the potential total annual income of the real estate, subtracting the vacant losses and the various taxes and fees that are required to be paid, as well as the maintenance, management, insurance premiums required to manage the house. According to a certain capitalization rate, the evaluation value of the investment real estate is evaluated. Among them: during the lease period, the contracted rent is used to calculate the net income, and the lease income is calculated by using the market rent.
The main contents of the lease contract are as follows:
Chunlan Machinery Co., Ltd. and Sanjiang Hotel, Hailing District, Taizhou City signed a lease contract for the period from December 15, 2015 to December 16, 2020. The rent is paid at the end of each year. The rent information is as follows:
The two parties agreed to repair and decorate the Sanjiang Hotel before December 14, 2015. During the period, Chunlan Machinery Co., Ltd. was exempted from rent. During the lease period, Sanjiang Hotel does not have the right to sublet the house. If the agreement needs to be terminated in advance, the party should be notified in writing three months in advance, and the party that terminates the agreement in advance must compensate the other party (the compensation amount is 10,000 yuan) .
Chunlan Machinery Co., Ltd. signed a lease contract with Jinxintai Trading Company of Hailing District of Taizhou City for the period from March 1, 2014 to February 28, 2019. The rent is paid at the end of each year. The rent information is as follows:
The two parties agreed that January 1st, 2014 to February 28th, 2014 will be the repair and decoration time of Jinxintai, during which the Chunlan Machinery Company will be exempted from rent. During the lease period, Jinxintai has no right to sublet the house. If the business is terminated due to Jinxintai's business, the agreement will be terminated early. Except for the movable items that are removed by themselves, the rest of the fixed decoration is owned by Chunlan Machinery Co., Ltd. without compensation.
2. Fixed assets, the assessed value added is 34,896,500 yuan. The main reason for the increase is that the building was mainly built before 2000, and the building area of the building is about 35,276.96 square meters. As the price level rises, the building construction cost is on the rise. The original value of this reset assessment is 57.748 million yuan, which is 11.427 million yuan higher than the original value of the book. In addition, the accounting depreciation period is 20 or 30 years, and the actual economic life of the building is 50 years, and the structure is 20-30 years. The sub-assessment combines the method of using the life of the house with the scoring method, and the weighted calculation determines the comprehensive rate of new formation; the age of the structure is used to determine the new rate. On the other hand, the value-added reason is that some of the equipment and molds in the previous period have been amortized. The evaluation agency determines the evaluation value by distinguishing the actual use and scrapping of the equipment. The assessment method is as follows: the commissioning of the evaluation equipment includes the machinery, vehicles and electronic equipment that the enterprise continues to use; the special equipment and the scrapping equipment have been deactivated. For the equipment that the company continues to use, combined with the characteristics of the evaluation equipment and data collection, the cost method is mainly used for evaluation. Among them, for the purchase of recently purchased machinery, vehicles and electronic equipment, the cost of the acquisition can be found by the cost method. For the purchase of longer equipment, vehicles and electronic equipment, the purchase price of similar new equipment has not been found, but the transaction cases of similar used equipment can be found in the near future, so the market method is used for evaluation. The estimated value is determined by the residual value for the deactivated special equipment and the end-of-life equipment.
In summary, this assessment has selected appropriate assessment methods for the above assets, and the collected information is sufficient. The evaluation results are in line with the actual situation of the assets, and the value-added range is within a reasonable range.
Fourth, the use plan of capital increase funds
The capital increase fund is used for the production and operation of Chunlan Machinery Company. The main business of Chunlan Machinery is plastics, foam products and non-standard products, die-casting products and molds for air conditioners. It is planned to continue to provide the company with stable quality and competitive price of plastic products to ensure the market demand for air-conditioning products. In addition, non-standard products in the market have successfully entered the domestic well-known automobile brand distribution system and won the bid for the combined pallet project in the automotive logistics. The field of conveying equipment has been greatly improved. In addition to the payment for the bulk materials, auxiliary materials and auxiliary materials, water and electricity, and personnel's wages, insurance, and welfare, the capital increase fund also needs to pay for the research and development, design, production, and verification of non-standard products. And other related expenses to ensure the smooth implementation of the contract.
V. Independent directors of the company
Before the capital increase was submitted to the board of directors for review, the company's independent directors conducted a preliminary review of the relevant materials and communicated with the company on the content of the transaction, agreeing to increase the capital and related transactions to Jiangsu Chunlan Machinery Manufacturing Co., Ltd. The "Proposal" was submitted to the ninth meeting of the 8th Board of Directors for consideration.
At the meeting, the independent directors of the company issued independent opinions on this related transaction: 1. This time, the capital increase to Chunlan Machinery Co., Ltd. will effectively solve the capital demand of Chunlan Machinery Co., reduce its financing cost, meet the needs of its production and operation, and guarantee the company. The supply of plastic parts for air conditioners sold; 2. The capital increase method and the amount of capital increase are determined by the shareholders of Chunlan Machinery Co., Ltd., which are in accordance with the principle of fairness, impartiality and openness; 3. When the board of directors of the company votes on the proposal, The related directors abstained from voting. The voting procedures of the board of directors are in compliance with the relevant laws and regulations such as the Company Law, the Shanghai Stock Exchange Listing Rules and the Articles of Association, and there is no harm to the interests of the company and minority shareholders. Agree to the company's related transaction matters related to the increase of capital to Jiangsu Chunlan Machinery Manufacturing Co., Ltd.
At present, Chunlan Machinery Co., Ltd. has completed the procedures for industrial and commercial change, and the funds of the company and various capital shareholders have been received, and the capital increase has been completed. Independent directors of the company issued independent opinions: 1. The convening, convening and voting procedures of the company's board of directors are in compliance with the laws and regulations of the Company Law, the Shanghai Stock Exchange Listing Rules and the Articles of Association; The board of directors of the company decided to participate in the meeting of Chunlan Machinery Co., Ltd. and signed relevant agreements with its shareholders. 3. After the capital increase, the equity and shareholding ratio of the shareholders of Chunlan Machinery Co., Ltd. in Chunlan Machinery Co., Ltd. were re-determined according to the appraisal value, fair and reasonable, and there is no damage. The situation of the interests of the company and minority shareholders.