Stock code:600094 900940 Stock Abbreviation: Worldbest A share Worldbest B share No. Lin2004-008
Announcement on Related Party Transaction of
Shanghai Worldbest Co., Ltd.
The Company and all of the members of Board of Directors guarantee the authenticity, precision and integrity of the announcement and will be jointly liable for false record, misleading statement or serious omission of the announcement.
Important Notice
•Content of transaction:The Company’s subsidiary Shanghai Worldbest Greenwich Industrial Co.,Ltd.(“Greenwich”) transferred its 5.35% of equity of Shanghai Worldbest Home Textile(Group)Co.,Ltd.(“Worldbest Home Textile”) to China Worldbest Group Co.,Ltd.(“China Worldbest”).
•Target of transaction: 5.35% of the equity of Worldbest Home Textile
•Amount of transaction: RMB 2.218million.
•Withdraw of related directors: Related-party directors Ji Qunli, Yu Chaoyang, Wang Caifu, and Fu Weimin whose interests are related with this transaction abstained from voting in the spirit of being responsible for all shareholders.
•Influence of transaction upon the Company’s sustainable operating ability, gain and loss, and status of assets: Amount of this transaction accounts for 0.39% of the Company’s net assets and it has no important influence upon the current and future financial situation of the Company.
•Other issues to be noticed by investors: After the transaction, Greenwich will no longer hold any share of Worldbest Home Textile There is no additional condition attached to the above transaction.
1. Brief account of the transaction
Greenwich and Worldbest Group signed Agreement on the assignment of the share equity of Shanghai Worldbest Home Textile (Group)Co.,Ltd. on Oct.26th,2004.In accordance with the agreement, Greenwich agreed to sell its 5.35% of equity of Worldbest Home Textile by RMB 22,180,000 to Worldbest Group based on the evaluated net assets RMB 424,330,000 of Worldbest Home Textile dated June 30th, 2004.
Worldbest Group is the biggest shareholder of the Company, and in accordance with the related regulations, this transaction belongs to related party transaction.
The 7th Session of the 3rd Board of Directors of the Company was held on Oct 26th , 2004, at which, this related party transaction was carefully reviewed. All of the related-party directors abstained from voting. The non-related-party directors unanimously approved this proposal.
2. Introduction of related party
1. China Worldbest Group Co., Ltd.
1) Name of company: China Worldbest Group Co., Ltd.
2) Address: No. 660 Shang Cheng Road, Pudong New Area, Shanghai
3) Legal representative: Zhou Yucheng
4) Type of company: Company of limited liabilities (domestic joint company)
5) Registered capital: RMB 9,066,960,000
6) Business scope: Domestic trade (except those specially stipulated), development and management of real estate, warehousing, crude oil, foreign economic cooperation, self-operation and agency business of exports and trade of other products and technology except those monopolized by the State or those operated by companies ratified by the State, counter trade and entrepot trade, medical machinery, automobile(including cars) (The aforesaid operation be operated with license as required.)
7) Main financial situation: Total profit of 2003 of Worldbest Group was RMB 1201 million, and net assets by December 31 of 2003 were RMB 1758 million.
8) Relationship: Worldbest Group holds 154.932 million legal person shares of the Company, accounting for 31.51% of the total equity of the Company , and it is the biggest shareholder of the Company.
3. Introduction of target of related party transaction
1.Shanghai Worldbest Home Textile (Group) Co.,Ltd.
1) Name of the company: Shanghai Worldbest Home Textile (Group) Co.,Ltd.
2) Registered Address: 31F, China Merchants Tower, No66,LuJiazui Road, Pu Dong New District
3) Legal Representative: Qu Zhiming
4) Type of company: Corporation Limited (not public company).
5) Registered capital: RMB 112.16million
6) Business scope: Textile raw material and its products, garments and dresses ,knitting and weaving products, daily necessities, metal material and its products, chemical industry raw material and its products(excluding dangerous products), poisoning chemical products, electric machinery, hardware and electric appliances, construction material; decoration and packaging materials, wood and its products, toys and handcraft articles ,food and oil, farm products, computer, motorcycles, aquatic products ,vegetables, establishment of branch organization, self operation and agency of import and export business of various commodities and technologies(the list of the import and export commodities ),excluding the import and export of commodities of international regulated special operation and the special commodities banned by the state, operation of processing and compensation trades , counter trade and entrepot trade (The relative operation be operated with license as required.)
7) Main financial situation: In accordance with the audit report prepared by Shanghaiwan Long Zhong Tian Certified Public Accountants Co., Ltd.(The full text see the website of Shanghai Stock Exchange ), an accounting firm qualified for securities business, by June 30 0f 2004, the total assets of “Worldbest Home Textile” were RMB 141,805,000 , total liabilities were RMB 993,720,000 , the net assets were RMB 424,330,000.
Worldbest Home Textile was established by China Worldbest Group Co.,Ltd. ,Worldbest Group Carpet Co.,Ltd., Shanghai Huayuan Real Estate Development and Operation Co.,Ltd., Worldbest Group Shanghai International Logistic Agency Co.,Ltd. and Shanghai Worldbest Greenwich Industrial Co.,Ltd. The total shares are 112,160,000 of which Greenwich holds 6,000,000 shares, accounting for 5.35% of the total shares.
4.Main contents of this transaction and pricing policy
1) Parties to the Agreement: Shanghai Worldbest Greenwich Industrial Co.,Ltd.China Worldbest Group Co.,Ltd.
2) Signature Date of the Agreement: Oct 26,2004
3) Target of transaction: 5.35% of share equity of Worldbest Home Textile held by Greenwich.
4) Pricing policy: The price of the assignment of the 5.35% of the share equity of Worldbest Home Textile by Greenwich was based on the evaluated net assets of Worldbest Home Textile on June 30,2004 .In accordance with the evaluation report prepared by Shanghai Wan Long Zhong Tian Certified Public Accountants Co., Ltd, an evaluation organization qualified for securities business, the value of the evaluated net assets of Worldbest Home Textile was RMB 424,330,000 , The two parties fixed the traction price as RMB 22,180,000 through negotiation. Worldbest Group shall paid the assignment fee RMB22,180,000 to Greenwich.
5) Form of settlement: Within 15 working days after the effectiveness of the Agreement , Worldbest Group will pay in one time the assignment fee to Greenwich .
6) Entry-into-force condition: The Agreement will become effective after it is signed and sealed by legal representatives or authorized representatives of the two Parties to the Agreement and after the agreement be reviewed and approved by the Board Meetings of the two Parties.
5.Opinion of Board of Directors to this related party transaction
1) Aim of this related party transaction: to focus on and strengthen the primary business
2) Influence of this transaction upon the Company: After the transaction, Greenwich will no longer hold any share of Worldbest Home Textile, which will be beneficial for the Company to focus the resources on the primary business and will be in conformity with the Company’s development strategy of focusing on the strategy strengthening the primary business.
6.Opinion of independent directors
Independent directors of the Company Wang Fanghua, Zhang Wenxian, and Chen Yanmo and Yang Guisheng believed that vote of this related party transaction conforms to the relative regulations ,and the price is fair, the transaction is equitable and reasonable and does not jeopardize the rights of non-related shareholders, and the transaction is beneficial to the long-term development of the Company .
7. Opinions of independent financial consultant
The Company engaged Shanghai Newland Securities Investment Consulting Co,Ltd., an evaluation organization qualified for securities business, to provide the independent financial consulting report (The full text see the website of Shanghai Stock Exchange.) . The independent financial consulting report believed that the related transaction is in conformity with the stipulations of the relative regulations of “Law of Company” and “Law of Securities” and the principle of open, equal and fair, which conforms to the interests of the listed company and all of the shareholders
8.List of documents for reference
1) Resolution of 7th Session of the 3rd Board of Directors of the Company
2) Opinion of independent directors
3) Agreement on the assignment of the share equity of Shanghai Worldbest Home Textile (Group)Co.,Ltd. by Shanghai Worldbest Greenwich Industrial Co.,Ltd. and China Worldbest Co.,Ltd.
4) Audit report prepared by Shanghai Wan Long Zhong Tian Certified Public Accountants Co., Ltd.
5) The independent financial consulting report prepared by Shanghai Newland Securities Investment Consulting Co,Ltd
Hereby announced.
Shanghai Worldbest Co., Ltd.
Oct.26,2004
04/02/2005
Advise: The site
is best view with Internet Explorer 5.0 or Netscape 4.0.
