As the first company in the paper industry to have a finance company and a finance leasing company, Chenming Paper will become the first papermaking company to hold a futures company. Chenming Paper disclosed on the evening of the 22nd that the wholly-owned subsidiary had signed the “Equity Transaction Contract” and acquired 45% of the equity of Jinxin Futures at the listed reserve price.

As a traditional papermaking leading enterprise, Chenming Paper Group started from the initial financial company, to set up financial leasing companies, factoring companies, and then to the participating banks and the controlling stake in Jinxin Futures, its financial map is expanding. The financial industry is also becoming one of the industrial sectors with both Chenming and papermaking.

180 million holding futures company

Chenming Paper disclosed that the company's wholly-owned subsidiary Shouguang Meilun and Hunan Oil Pump, Shanghai Yuhou, Shanghai Gold, Yingxin Finance and Infinity Newcomers formed a bidding consortium for Jinxin Futures. The transferee of the 100% equity transfer project of the company, the transfer price is the listed reserve price of 400 million yuan. Among them, Shouguang Meilun acquired a 45% stake in Jinxin Futures for 180 million yuan. The bidding consortium signed the Property Rights Transaction Contract on October 19, 2018.

The move also means that Chenming Paper will successfully hold a futures company and achieve another breakthrough in the financial sector. Because of the stock ratio, after the transfer, the second and third largest shareholders of Jinxin Futures hold 23% and 18% respectively, which is quite different from Shouguang Meilun.

It is understood that Jinxin Futures was established in October 1995 with a registered capital of 142 million yuan. As of the end of 2017, the total assets were about 626 million yuan, and the owner's equity totaled 126 million yuan. In 2017, Jinxin Futures realized operating income of 2,357.58 million yuan and net profit of -344.43 million yuan.

Chenming Paper said that the acquisition of 45% equity of Jinxin Futures will help to further integrate the company's financial resources, seize the development opportunities of the futures industry, enhance the company's overall strength and comprehensive competitiveness, and will bring better to the company. Economic benefits.

Chenming Paper is the first combination of finance and finance companies and financial leasing companies in the paper industry. The higher profit margin contributed by the financial business may be one of the reasons why Chenming has increased its investment in the financial sector.

Chenming Paper, which has always sought the organic combination of industrial capital and financial capital, has established a financial sector framework covering banking, futures, financial leasing, finance companies and factoring companies. The next move is even more interesting. (Economic Herald, Haitao)

Shandong Chenming Paper Group Co., Ltd.

Announcement on Participation in the Acquisition of 45% Equity of Jinxin Futures

The Company and all members of the Board of Directors guarantee that the content of the information disclosure is true, accurate and complete, and there are no false records, misleading statements or major omissions, and bear individual and joint responsibility for the authenticity, accuracy and completeness of the contents.

First, the transaction overview

1. Basic information of the transaction

On September 10, 2018, Jinxin Futures Co., Ltd. (hereinafter referred to as “Jinxin Futures”) was listed and transferred at the Project Center of the United Assets and Equity Exchange of Hunan Province, with a reserve price of RMB 400,000. In order to promote the diversified development of Shandong Chenming Paper Group Co., Ltd. (hereinafter referred to as “Chenming Paper” or “Company”), further expand the company's business scope, integrate the company's financial resources, seize the development opportunities of the futures industry, and enhance comprehensive competition. Li, the company intends to pass through its wholly-owned subsidiary Shouguang Meilun Paper Co., Ltd. (hereinafter referred to as "Shouguang Meilun") and Hunan Oil Pump Co., Ltd. (hereinafter referred to as "Hunan Oil Pump"), Shanghai Haohou Investment Management Co., Ltd. (hereinafter referred to as "Shanghai Qianhou"), Shanghai Gold Information Technology Co., Ltd. (hereinafter referred to as "Shanghai Gold"), Yingxin (Hainan) Financial Services Co., Ltd. (hereinafter referred to as "Yingxin Finance"), Beijing Unlimited New Network Technology Co., Ltd. (hereinafter referred to as “Unlimited New”) formed a bidding consortium to participate in the bidding of 100% equity of Jinxin Futures, of which Shouguang Meilun intends to participate in the acquisition of 45% equity of Jinxin Futures for RMB 180 million.

2. Review of the meeting

The 31st temporary meeting of the 8th Board of Directors was held on October 11, 2018 by means of communication. This meeting should have 11 directors and 11 directors. The meeting approved and approved the “Proposal on Participating in the Acquisition of 45% Equity of Jinxin Futures” with 11 votes in favor, 0 votes against, and 0 abstentions.

According to the provisions of the Stock Exchange's "Stock Listing Rules" and the "Articles of Association", Shouguang Meilun's participation in the acquisition of 45% equity of Jinxin Futures is within the approval authority of the company's board of directors and does not require the shareholders' meeting to consider. If the company fails to win the bid, the approval will not implement the follow-up matters. If the company wins the bid, the company will disclose it according to the progress of the transaction and invite investors to pay attention to the risk. The transaction does not constitute a connected transaction and does not belong to the major asset restructuring as stipulated in the Measures for the Administration of Major Asset Restructuring of Listed Companies.

Second, the basic situation of the bidding consortium

(1) Shouguang Meilun Paper Co., Ltd.

1. Company name: Shouguang Meilun Paper Co., Ltd.;

2. Unify the social credit code B;

3. Address: No. 595, Shengcheng Street, Shouguang City;

4. Legal representative: Shuguang Lin;

5. Registered capital: RMB 300 million;

6. Type of company: limited liability company (sole proprietorship of non-natural person investment or holding);

7. Business scope: production and sales: coated paper, cardboard, paper products, papermaking raw materials, papermaking machinery; sales: fiber feed, germ, protein powder, papermaking auxiliaries, chemical products (excluding hazardous chemicals and precursor chemicals) Products, electric power, heat, coal, gypsum, paper machinery parts; paper technology research and development consulting services; operating the country's permitted range of goods, technology import and export business;

8. Chenming Paper holds 100% equity of Shouguang Meilun.

(2) Hunan Oil Pump Co., Ltd.

1. Company name: Hunan Oil Pump Co., Ltd.;

2. Unify the social credit code;

3. Address: No. 69, Hengyue North Road, Chengguan Town, Hengdong County;

4. Legal representative: Xu Zhongqiu;

5. Registered capital: RMB 80.92 million;

6. Type of company: joint stock company (listed, natural person investment or holding);

7. Business scope: production and sales of mechanical equipment and its parts and components; sales of automobiles (excluding cars), motorcycles and parts; technology development, technical services, technology transfer, and technical consulting services in the field of mechanical technology ; auto parts remanufacturing; property management; housing leasing; self-operated and agent import and export of various commodities and technologies (excluding goods and technologies that are restricted or prohibited by the state); sales of self-owned houses;

8. Equity structure: The top ten shareholders are natural persons holding shares.

(III) Shanghai Haohou Investment Management Co., Ltd.

1. Company name: Shanghai Haohou Investment Management Co., Ltd.;

2. Unified social credit code E;

3. Residence: Room 1110, No. 512 Jinlong New Street, Zhujing Town, Jinshan District, Shanghai;

4. Legal representative: Lin Yiwu;

5. Registered capital: RMB 200 million;

6. Type of company: limited liability company (sole proprietorship of natural person investment or holding);

7. Business scope: investment management consulting, business consulting, business management consulting (except brokerage), corporate image planning, marketing planning, technical services in the computer field, technical consulting, computer system integration, design and production of various types of advertising;

8. Shanghai Caidao Network Information Technology Co., Ltd. holds 100% of its equity.

(4) Shanghai Gold Information Technology Co., Ltd.

1. Company Name: Shanghai Gold Information Technology Co., Ltd.;

2. Unified social credit code: 91310230692970023G;

3. Address: Room D1-634, No. 58 Fumin Branch Road, Chongming District (Shanghai Hengtai Economic Development Zone);

4. Legal representative: Zhang Haifeng;

5. Registered capital: RMB 230 million;

6. Type of company: limited liability company (sole proprietorship of natural person investment or holding);

7. Business scope: Engage in technology development, technology transfer, technical consultation, technical service, computer system integration service in the field of (information, computer) technology, design and produce all kinds of advertisements, use self-owned media to publish advertisements, computer graphic design Production, multimedia design, logo design, booth design, garden design, landscape design, exhibition services, business services, marketing planning, public relations activities planning, architectural decoration and decoration projects, investment management, property management, industrial investment, own Housing leasing, market information consultation and investigation (not allowed to engage in social surveys, social surveys, opinion polls, public opinion surveys), import and export of goods and technology import and export business, cargo transport agents, metal materials and products, gold and silver products, jewelry, Sales of arts and crafts;

8. Shanghai Crab Captain Asset Management Co., Ltd. holds 100% of its equity.

(5) Yingxin (Hainan) Financial Services Co., Ltd.

1. Company Name: Yingxin (Hainan) Financial Services Co., Ltd.;

2. Unify the social credit code M;

3. Residence: Huiyuan·Meiling Valley Comprehensive Service Building, No. 8 Meilin Road, Xiuying District, Haikou City, Hainan Province;

4. Legal representative: Cao Ouyi;

5. Registered capital: RMB 506 million;

6. Type of company: limited liability company (natural person investment or holding);

7. Business scope: accept financial institutions to engage in financial information technology service outsourcing, investment management, investment consulting, design, production, release, agency of various domestic advertising services, conference and exhibition services (excluding travel agency business), second-class value-added telecommunications Information service business in the business (limited to Internet information service business).

8. Equity structure:

(6) Beijing Infinity Xinrui Network Technology Co., Ltd.

1. Company Name: Beijing Unlimited Xinrui Network Technology Co., Ltd.;

2. Unify the social credit code G;

3. Residence: Room 407, Building 8, Area A, No. 1, Disheng North Street, Beijing Economic and Technological Development Zone, Beijing;

4. Legal representative: Chen Jun;

5. Registered capital: RMB 12 million;

6. Type of company: limited liability company (natural person investment or holding);

7. Business scope: Internet information service business (except news, publishing, education, medical care, medicines, medical equipment and BBS); use website to publish online advertisements; second type of value-added telecommunications services Information service business (excluding fixed network telephone information service and internet information service); wholesale and retail prepackaged food (food circulation permit valid until March 14, 2016); technology of network, computer hardware and software and communication equipment Development, technology transfer, technical consultation, technical training, technical services; provision of information source services; information consultation (excluding intermediaries); design, production, agency, advertising; sales of daily necessities;

8. Natural person shareholders Tang Zhenghua, Chen Xiuzhen, Zhang Junqing, Lin Rong, Zhang Xiaoming, Huang Heming, Feng Wei, Tang Jie, Wang Bin, Xie Guomin, Long Hao, Chen Bo and Wang Juan held 100% of their shares.

Hunan Oil Pump, Shanghai Hanhou, Shanghai Gold, Yingxin Finance, and Infinity Xinrui have no relationship with the company and the top ten shareholders of the company in terms of property rights, business, assets, credits and liabilities, and personnel.

Third, the basic situation of the counterparty

(1) Hunan Xiangtou Holding Group Co., Ltd. (hereinafter referred to as “Xiangtou Holdings”)

1. Company name: Hunan Xiangtou Holding Group Co., Ltd.;

2. Unify the social credit code;

3. Address: No. 999, Pubei Road, Yuelu District, Changsha City;

4. Legal representative: Deng Junmin;

5. Registered capital: RMB 600 million;

6. Type of company: limited liability company (state-owned sole proprietorship);

7. Business scope: investment in state-owned assets, finance, electricity, natural gas, new metal materials, electronic information, hotels, tourism, wholesale and retail trade, state-owned assets, new metal materials, electronic information, wholesale and retail operations (involving laws, The administrative regulations and the decisions of the State Council stipulate that the projects that need to be examined and approved by the relevant departments may be operated only after obtaining approval;

8. The State-owned Assets Supervision and Administration Commission of the Hunan Provincial People's Government holds 100% of the equity of Xiangtou Holdings.

(2) Hunan Xingxiang Investment Holding Group Co., Ltd. (hereinafter referred to as “Xingxiang Investment”)

1. Company name: Hunan Xingxiang Investment Holding Group Co., Ltd.;

2. Unify the social credit code H;

3. Address: No. 332, Youyi Road, Tianxin District, Changsha City;

4. Legal representative: Yang Guoping;

5. Registered capital: RMB 100 million;

6. Type of company: limited liability company (state-owned sole proprietorship);

7. Scope of business: State-owned assets within the scope of legal operation and management authorization, carry out capital operation; receive and dispose of non-performing assets approved by provincial state-owned enterprises for approval; package purchase, management and disposal of non-performing loans owed by provincial state-owned enterprises to financial institutions Carry out related capital investment and industrial investment, property rights (equity) custody business; carry out related intermediary business such as financial advisory, investment consulting, restructuring and mergers and acquisitions of enterprise development and reform; other businesses authorized by the investor. (Projects subject to approval according to law may be operated after approval by relevant departments);

8. The State-owned Assets Supervision and Administration Commission of the Hunan Provincial People's Government holds 100% of the equity of Xingxiang Investment.

(3) Hunan Tianhui Economic Development Co., Ltd. (hereinafter referred to as “Tianhui Economy”)

1. Company Name: Hunan Tianhui Economic Development Co., Ltd.;

2. Unify the social credit code;

3. Residence: Room 301, 3rd Floor, Building 02, No. 146, Shuguang Middle Road, Yuhua District, Changsha City;

4. Legal representative: Tang Kejia;

5. Registered capital: RMB 59.19 million;

6. Type of company: limited liability company (natural person investment or holding);

7. Business scope: sales of rubber products, plastic products, hardware, power supply, building decoration materials, auto parts and accessories, metal materials and mineral products. (Projects subject to approval according to law may be operated after approval by relevant departments);

8. Hunan International Trust Industrial Co., Ltd., Hunan Rongchang Investment Co., Ltd. and 21 natural person shareholders collectively hold 100% equity of Tianhui Economy.

Xiangtou Holdings, Xingxiang Investment, and Tianhui Economics are all non-trustworthy enforcers, and they have no relationship with the company and the top ten shareholders of the company in terms of property rights, business, assets, credits and liabilities, and other possible or Other relationships that cause listed companies to tilt their interests.

Fourth, the basic situation of the transaction target

(1) Overview of the target company

1. Company Name: Jinxin Futures Co., Ltd.

2. Address: 5th Floor, Securities Building, No. 459, North Station Road, Furong District, Changsha City

3. Nature of the company: limited liability company (state-owned holding)

4. Registered capital: RMB 142 million

5. Date of establishment: October 23, 1995;

6, business scope: commodity futures brokerage, financial futures brokerage, futures investment consulting; asset management. (Projects subject to approval according to law may be operated after approval by relevant departments);

7. Shareholders and shareholding ratio before and after the transaction;

8. Jinxin Futures does not have external guarantees and the use of funds by related parties;

9. Jinxin Futures is a non-trustworthy executor. In addition, there is no mortgage, pledge or other third party rights in the subject matter of the transaction. There are no major disputes, litigation or arbitration matters, and there are no judicial measures such as sealing up and freezing.

(2) The main financial data of the target company in the most recent year and period

Unit: 10,000 yuan

Note: The above financial data have been audited by Lixin Certified Public Accountants (special general partnership) and Daxin Certified Public Accountants (special general partnership).

(3) Evaluation and audit of the target company

Daxin Certified Public Accountants (Special General Partnership) issued the “Golden Futures Co., Ltd. Audit Report” based on April 30, 2018 (Daxin Juyan [2018] No. 27-00064). According to the evaluation report of the Waxon Appraisal [2018] No. 0082 issued by the Wickson (Beijing) International Assets Appraisal Co., Ltd., an evaluation body that is qualified to implement the securities and futures business, this appraisal adopts the market law for all shareholders of Jinxin Futures. The value of equity was assessed. The book value of the owner's equity of Jinxin Futures Audited by Daxin Certified Public Accountants (special general partnership) is RMB 126,069,800. Under the premise of continuing operations, the assessed value of all shareholders' equity after evaluation is RMB 305,101,100. The value added is RMB 183,941,300.

V. Joint acquisition agreement

1. The capital contribution of each investor

2. Each investor shall pay the trading margin to the Hunan Stock Exchange in proportion to their respective capital contribution, and the total trading margin shall be 80 million yuan.

If the consortium successfully acquires the subject matter, after signing the “property rights transaction contract”, each investor shall pay the respective capital contribution in accordance with the amount and time limit specified in the contract. Each investor shall be jointly and severally liable for the payment of the contribution of the other investor.

3. Each investor shall pay the respective capital contribution according to the equity transfer contract and the agreement of the agreement according to the equity transfer ratio. If the corresponding capital contribution is not paid according to the agreement, it shall pay the capital contribution that has been paid in full. The person bears the responsibility for breach of contract.

4. This agreement takes effect after being signed by all investors.

6. Other arrangements involving the acquisition of assets

According to the listed trading conditions, the transferee must promise to ensure the stability of the management and staff of the target company, and provide a development platform for all employees of the target company through the market-based incentive mechanism. After the completion of the registration of the industrial and commercial transfer of equity transfer, the company guarantees that the target company will continue to perform the original labor contract with the employee. Within one year from the date of completion of the registration of the industrial and commercial change of the equity transfer, there is no justifiable reason to reduce the salary of the employee or dismiss the employee; Employees are retired in strict compliance with relevant laws and regulations.

7. The impact of this transaction on the company

The transaction is based on the diversified development of the company and the need to meet the long-term development of the company's own business. After the completion of the transaction, the company can further integrate the company's financial resources, seize the development opportunities of the futures industry, and enhance the company's overall strength and comprehensive competitiveness. Will bring better economic benefits to the company, in line with the interests of the company and shareholders.

At present, the company has sufficient cash flow. The transaction is paid by its own funds, which will not affect the normal operation of the company's cash flow, and has no significant impact on the company's financial status and operating results.

Eight, the file directory for reference

1. Resolution of the 31st Interim Meeting of the 8th Board of Directors of Shandong Chenming Paper Group Co., Ltd.;

2. Audit report and asset assessment report;

3. The Joint Acquisition Agreement.

Special announcement.

Shandong Chenming Paper Group Co., Ltd. Board of Directors

October 11, 2008

Editor in charge: Zheng

Article source address: http://

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