Securities Code: 002072
Securities Abbreviation: *ST Kairui
Announcement Number: 2019-L142
Kairuide Holdings Co., Ltd. announces the free transfer of equity assets by its subsidiary and related transactions. The company and all members of the board guarantee that the content of the information disclosure is true, accurate, and complete, with no false records, misleading statements, or major omissions.
Risk Warning:
- The free transfer of equity assets involves Shanxi Longzhi Property Co., Ltd. (hereinafter referred to as "Longzhi Property"), whose main business is industrial park leasing income. Except for the land use rights, which have property certificates, the above-ground buildings have not obtained property certificates. The audit report issued by the special auditing agency hired by the company contains an emphasis of matter paragraph with an unqualified opinion, stating that "as of the date of the financial report, Longzhi Property has not obtained invoices for the construction of the complex, construction planning permits, completion settlement materials, or property certificates." Investors are advised to pay attention to investment risks regarding this situation.
- This free transfer of equity assets does not constitute a major asset reorganization. In accordance with Article 10.2.5 of the "Shenzhen Stock Exchange Stock Listing Rules" (revised in November 2018), to protect the interests of all shareholders, the board of directors will convene a shareholders' meeting to review and vote on the matter of the gifted equity assets. Investors are advised to pay attention to investment risks regarding this situation.
- This free transfer of equity assets may constitute a related party transaction. The donor is willing to increase its shareholding in the company by no less than 5% through itself, related parties, or concerted actors within the next 12 months. Due to uncertainties regarding the donor's ability to complete the shareholding increase plan, the company cannot currently identify the donor as a related party. Investors are advised to pay attention to investment risks regarding this situation.
I. Overview of the Gifted Asset Transaction
- Basic Information To support the company's development, improve its asset structure, and enhance its operational strength, the company agrees that Shanxi Longzhineng Chemical Co., Ltd. (hereinafter referred to as "Longzhineng") and Ningbo Guangshitian Trading Co., Ltd. (hereinafter referred to as "Guangshitian") will irrevocably gift their 98.9% equity in Shanxi Longzhi Property Co., Ltd. to the company's subsidiary Jingmen Dezhih Property Management Co., Ltd. (hereinafter referred to as "Dezhih Property").
- This gift may constitute a related party transaction. Given that Longzhineng and Guangshitian plan to increase their shareholding in the listed company by no less than 5% within 12 months after the transfer of the gifted equity assets, according to relevant laws, if the donor completes the increase plan, this gift will constitute a related party gift; if the donor fails to complete the increase plan, this gift will not constitute a related party gift.
- This gift does not constitute a major asset reorganization. The gifted equity assets are unconditional and do not constitute a major asset reorganization as defined by the "Measures for the Administration of Major Asset Reorganizations of Listed Companies."
II. Basic Information of the Donors:
- Shanxi Longzhineng Chemical Co., Ltd.
- Company Name: Shanxi Longzhineng Chemical Co., Ltd.
- Unified Social Credit Code: 911400003222823894
- Registered Capital: 50 million
- Establishment Date: January 23, 2015
- Company Type: Limited Liability Company (wholly owned by Hong Kong, Macao, and Taiwan)
- Legal Representative: Guo Hongli
- Business Term: From January 23, 2015, to January 21, 2065
- Address: Hedong Metallurgical Coking Industrial Park, Xiangfen County, Linfen City, Shanxi Province
- Business Scope: Construction of liquid ammonia, ammonia water, and refined benzene chemical projects; production of liquid ammonia and ammonia water (valid until August 5, 2022); sale of chemical products (excluding hazardous chemicals).
- Shareholder Information: Longzhi Group Co., Ltd. holds 100% equity in Longzhineng.