Stock Code: 002735 stock abbreviation: Shenzhen Prince New Materials Co.Ltd(002735) Announcement No.: 2022-012 Shenzhen Prince New Materials Co.Ltd(002735)
Announcement on the leasing of houses and related party transactions by the company to related parties
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Overview of related party transactions
In order to meet the space requirements of Shenzhen Prince New Materials Co.Ltd(002735) (hereinafter referred to as “the company”), the company plans to lease some houses from Wang Jinjun, the controlling shareholder and actual controller of the company, and sign a house lease contract.
This transaction constitutes a related party transaction and falls within the decision-making authority of the board of directors of the company. It has been deliberated and approved at the 31st meeting of the Fourth Board of directors and the 26th meeting of the Fourth Board of supervisors held on January 27, 2022. Related directors Wang Jinjun and Wang Wujun have avoided voting. This transaction does not constitute a major asset reorganization and does not need to be submitted to the general meeting of shareholders of the company for deliberation. The independent directors of the company issued the independent opinions approved and agreed in advance. 2、 Basic information of related parties
(I) basic information
1. Name: Wang Jinjun
2, ID number: 511113197010******
Address: Jinkouhe District, Leshan City, Sichuan Province
Wang Jinjun is the controlling shareholder and actual controller of the company, not the dishonest executee.
3、 Basic information of related party transactions
The subject matter of this connected transaction is the use right of Wang Jinjun’s house, which is located in 2603 and 2604 Shanghai New World Co.Ltd(600628) business center, West Yitian road and North Fuzhong Road, Futian District, Shenzhen, with a total area of 231.88 square meters.
There are no other pledges or other third-party rights in the above houses, no major disputes, litigation or arbitration matters related to the design of assets, and no judicial measures such as seizure and freezing.
4、 Pricing policy and basis of transaction
The transaction price is determined through negotiation according to the market price of the place where the leased house is located. There is no act of using the relationship of related parties to damage the interests of the listed company, nor is there any case of transferring interests to related parties.
5、 Main contents of transaction contract
Party A (lessor): Wang Jinjun
Party B (lessee): Shenzhen Prince New Materials Co.Ltd(002735)
In accordance with the contract law of the people’s Republic of China, the law of the people’s Republic of China on the administration of urban real estate, the measures for the administration of commercial housing leasing and the decision of the Standing Committee of Shenzhen Municipal People’s Congress on strengthening the safety responsibility of Housing leasing, the main contents of the contract are as follows: Party A will be located in the west of Yitian Road, Futian District, Shenzhen The houses 2603 and 2604 of Shanghai New World Co.Ltd(600628) business center in North Fuzhong Road (hereinafter referred to as the leased house) are leased to Party B for use. The total rental area of the leased house is 231.88 square meters. The unit rent of the leased house is calculated at 230 yuan per square meter per month, and the total monthly rent is 53332.4 yuan. Party B shall pay the rent to Party A before the 20th of each month. The lease term of Party B is from March 1, 2022 to March 1, 2025. Party A shall lease the house to Party B for use before February 15, and Party B shall pay the first rent of 53332.4 yuan to Party A before February 15. When Party A delivers the leased house, Party A may charge Party B a lease deposit of two months’ rent, i.e. RMB 106664.8.
6、 Transaction purpose and impact on Listed Companies
This related party transaction is mainly to meet the needs of the company’s normal business place. The transaction price is determined by both parties through consultation with reference to the market price of the leased house. Leasing houses from related parties by the company is a normal business activity and will not affect the independence of the company. The transaction is carried out on the principle of market fairness and benefit to the company. There is no case of using related party transactions to transfer interests or encroach on the interests of listed companies, and it does not damage the interests of the company and all shareholders, especially small and medium-sized shareholders.
7、 The total amount of all kinds of related party transactions accumulated by the related party
From the beginning of this year to the disclosure date, the total amount of various related party transactions between the company and the related person is 0 yuan (excluding this one).
8、 Prior approval opinions of independent directors
After careful review of relevant materials, we believe that the transaction pricing of the company’s rental of related party houses is fair and reasonable, and there is no case of using the relationship of related parties to damage the interests of listed companies, or the interests of shareholders of the company, especially small and medium-sized shareholders. Based on the above, we agree to submit the proposal to the 31st meeting of the Fourth Board of directors of the company for deliberation.
9、 Independent opinions of independent directors
The related party transaction was deliberated and adopted at the 31st meeting of the Fourth Board of directors of the company, and the decision-making procedures comply with the provisions of relevant laws and regulations, normative documents, articles of association and other company systems; The price of this connected transaction refers to the market price of the place where the house is located. The transaction price is fair and reasonable, and there is no damage to the interests of the company and the rights and interests of minority shareholders. Therefore, we agree that the company leases the house from related parties.
10、 Opinions of the board of supervisors
After deliberation, the supervisors attending the meeting agreed that the lease price of this connected transaction follows the principles of openness, fairness, impartiality and market-oriented pricing, the transaction behavior is reasonable, the voting and avoidance procedures comply with the requirements of relevant laws and regulations and the articles of association, the interests of the listed company and all shareholders, and there is no damage to the interests of the company and the rights and interests of minority shareholders. Based on the above, we agree to this house leasing and related party transactions.
11、 Documents for future reference
1. Resolutions of the 31st meeting of the 4th board of directors of the company;
2. Resolutions of the 26th meeting of the 4th board of supervisors of the company;
3. Prior approval opinions of independent directors on matters related to the 31st meeting of the Fourth Board of directors; 4. Independent opinions of independent directors on matters related to the 31st meeting of the Fourth Board of directors;
5. House lease contract.
It is hereby announced.
Shenzhen Prince New Materials Co.Ltd(002735) board of directors January 27, 2022
enclosure
Overview of related party transactions of listed companies
Calculation refers to whether the proportion of the calculated amount needs the target numerator of the project transaction type (10000 yuan) and the indicator (10000 yuan) (%) needs to be considered at the shareholders’ disclosure meeting
Related party transactions with related legal persons
Is the transaction amount of 64.00 \uf020 74287.19 0.09 related party transactions with related natural persons
Guarantee the listing of related parties for related parties
Various companies with the same related person
Type related party transactions 64.00 whether the last 74287.19 0.09 has accumulated for one period
Calculate the audited of the same subject matter with different related parties
(x) cumulative net income from related transactions
Second income assets
Entrusted financial management within months
Provide financial assistance
