Securities code: 605366 securities abbreviation: Jiangxi Hungpai New Material Co.Ltd(605366) Announcement No.: 2022-018 Jiangxi Hungpai New Material Co.Ltd(605366)
Announcement on the purchase of real estate and related party transactions by the company
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 liabilities for the authenticity, accuracy and completeness of its contents.
Important content tips:
Whether it needs to be submitted to the general meeting of shareholders for deliberation: no
Content of related party transactions: Jiangxi Hungpai New Material Co.Ltd(605366) (hereinafter referred to as "the company") plans to sign the letter of intent for the sale of commercial housing with the related legal person Leping Baolan Real Estate Co., Ltd. (hereinafter referred to as "Baolan real estate"), which will be located in 54 office rooms (with a construction area of 6311.43 square meters) on floors 3-11 of Hetang Yuese project, north of Hongyan Road, Chengbei new area, Leping City, Underground garage (c070-c01). Sold to the company with a total price of RMB 27.28 million (hereinafter referred to as "this transaction");
This transaction constitutes a connected transaction, but does not constitute a major asset reorganization. Independent directors have approved in advance and expressed independent opinions;
As of this related party transaction, the company has not had any related party transaction with the related party Baolan real estate in the past 12 months;
There are no major legal obstacles to the implementation of this transaction. This transaction can only be officially completed after both parties sign the contract and pay the money according to the relevant provisions on the transfer of real estate property rights transaction, and go through the relevant procedures of real estate transfer registration. Please pay attention to the investment risks.
1、 Overview of related party transactions
With the rapid development of the company and the increasing number of employees, in order to meet the needs of the company's future operation and development, the company plans to use its own funds to purchase the office supporting houses, garages and land use rights owned by Leping Baolan Real Estate Co., Ltd. located on floors 3-11 of Hetang Yuese project 1# building on the north side of Hongyan Road, Chengbei new area, Leping City. There are 54 houses, with a construction area of 6311.43 square meters and 70 parking spaces (c01-c70) in the underground garage. According to the real estate appraisal and consultation report (ganyuzhang [2022] (Fangping) Zi No. b-0052) issued by Jiangxi Yuzhang real estate assets appraisal Co., Ltd., it is determined that the value type of the appraisal object is the market value, the appraisal value of the subject asset is 2728.00 times, and the transaction price is 27.28 million yuan.
According to the relevant provisions of the stock listing rules of Shanghai Stock Exchange, Wu Hua, the director of the company, served as the chairman of Baolan real estate, Wang Guoqing, the director of the company, served as the director of Baolan real estate, song Jiankun, the employee supervisor of the company, served as the supervisor of Baolan real estate, and Li mingzai, the senior manager of the company, served as the director of Baolan real estate. Therefore, Baolan real estate is an affiliated legal person of the company, and this transaction is a connected transaction.
This connected transaction does not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies. As of this related party transaction, the company has no related party transaction with Baolan real estate in the past 12 months.
2、 Introduction to related parties
(I) introduction to related party relationship
According to the relevant provisions of the stock listing rules of Shanghai Stock Exchange, Wu Hua, the director of the company, served as the chairman of Baolan real estate, Wang Guoqing, the director of the company, served as the director of Baolan real estate, song Jiankun, the employee supervisor of the company, served as the supervisor of Baolan real estate, and Li mingzai, the senior manager of the company, served as the director of Baolan real estate. Therefore, Baolan real estate is an affiliated legal person of the company, and this transaction is a connected transaction.
(II) basic information of related parties
Company name: Leping Baolan Real Estate Co., Ltd
Company type: limited liability company (invested or controlled by natural person)
Legal representative: Hu Baiping
Registered capital: 10 million yuan
Address: A2-1 (2#-60), Dalian Road, Leping City, Jingdezhen City, Jiangxi Province
Business scope: real estate development and operation;
Major shareholders: Leping Hongyu Real Estate Development Co., Ltd. holds 63% of the shares, Li mingzai holds 25% and Wu Hua holds 12%.
In 2020, Baolan real estate achieved an operating revenue of 608 million yuan and a net profit of 33 million yuan. By the end of 2020, its total assets were 38 million yuan and its net assets were 30 million yuan.
In addition to the above, there is no other relationship between Baolan real estate and the company in terms of property rights, business, assets, creditor's rights and debts, personnel, etc.
3、 Basic information of related party transaction object
(I) subject matter of transaction
The transaction object is the office space of Hetang Yuese project owned by Leping Baolan Real Estate Co., Ltd., which is located in the north of Hongyan road and the east of Honghao Park in Chengbei new area of Leping City. The specific information is as follows:
Serial number building name purpose number of floors building area evaluation value
1 office space 3-11 63.1143 23.22 million yuan
Underground negative one
2. 70 underground parking spaces, 4.06 million yuan
layer
(II) description of ownership status
The property right of the subject matter of this transaction is clear, there is no mortgage, pledge or restriction on transfer, there is no litigation, arbitration, seizure, freezing, etc., and there is no other situation that hinders the transfer of ownership.
(III) pricing basis and fairness of related party transactions
According to the real estate appraisal and consultation report (ganyuzhang [2022] (Fangping) Zi No. b-0052) issued by Jiangxi Yuzhang real estate assets appraisal Co., Ltd., it is determined that the value type of the appraisal object is the market value, and the appraisal value of the subject asset is 27.28 million yuan. The details are as follows:
1. Appraisal object and scope: the appraisal object is 54 office rooms on floors 3-11 of Hetang Yuese project 1# building on the north of Hongyan road and the east of Honghao Park in Leping City, and 70 parking spaces in underground garage (c01-c70).
2. Value type: open market value
3. Evaluation method: comparative method
4. Appraisal results: after field inspection and market investigation, the appraisers selected the comparative method for analysis, calculation and judgment in accordance with the law of the people's Republic of China on real estate administration, the national standard code for real estate appraisal and other laws, regulations and technical standards, and the principles of independence, objectivity, impartiality and legality, It is determined that the market value of the appraisal object at the value time point is ￥ 27.28 million (in words: RMB twenty-seven million two hundred and eighty thousand only). In combination with the above evaluation, through friendly negotiation and in accordance with the principle of fair and reasonable pricing, the transaction price is determined to be 27.28 million yuan. The asset transfer price is based on the appraisal value determined in the asset appraisal report, and the transaction price is fair.
The pricing of this transaction complies with the principles of openness, fairness and impartiality and will not damage the interests of listed companies and small and medium-sized investors.
4、 Main contents of the transaction agreement
Letter of intent for commercial housing sales between the company and Baolan real estate
Party A (seller): Leping Baolan Real Estate Co., Ltd
Party B (buyer): Jiangxi Hungpai New Material Co.Ltd(605366)
1、 Basic information and unit price of the transferred property:
Party A will be located on floors 3-11, Hetang Yuese project 1# building, east of Honghao Park, North Hongyan Road, Chengbei new area, Leping City
There are 54 office rooms (with a building area of 6311.43 square meters) and 70 parking spaces (c01-c70) in the underground garage. Sold to Party B with a total price of RMB 27.28 million (hereinafter referred to as "this transaction").
2、 Payment method:
After negotiation and agreement between Party A and Party B, the payment shall be made in the following ways, and Party B shall pay to the account designated by Party A by bank remittance.
The first house payment: after the signing of the sales contract, Party B shall pay 10% of the total transfer price to Party A before February 28, 2022, that is, the house payment is RMB 2.728 million.
The second house payment: Party B shall pay 40% of the total transfer price to Party A before March 31, 2022, that is, the house payment is RMB 10.912 million.
The third house payment: Party B shall pay 26.91% of the total transfer price to Party A before April 30, 2022, that is, the house payment is RMB 7.34 million.
The fourth house payment: within 7 days of Party A's house delivery, Party B shall pay the remaining house payment to Party A, that is, 23.09% of the total transfer price, that is, the house payment is RMB 6.3 million. (and provide 9% VAT special invoice for the full payment of the real estate)
3、 House delivery: Party A shall deliver the commercial house to Party B before August 31, 2022, and handle the relevant property right registration with Party B before September 30, 2022.
4、 Relevant liabilities for breach of contract:
1. If Party B fails to pay within the time specified in this contract, Party A has the right to investigate the liability for breach of contract for the overdue payment of Party B.
1.1 from the second day of the payment deadline stipulated in the contract to the date of actual payment, if the overdue is within 30 days, Party B shall pay liquidated damages of 1 / 10000 of the overdue payment to Party A on a daily basis.
1.2 Party A has the right to terminate the contract if it is overdue for more than 30 days.
1.2.1 if Party A terminates the contract, it shall notify Party B in writing. Party B shall pay liquidated damages to Party A at 10% of the accumulated payable within 7 days from the date of delivery of the notice of termination of the contract, and Party A shall return all the house payment paid by Party B.
1.2.2 if Party A does not terminate the contract, Party B shall pay Party A liquidated damages of 0.02% of the overdue payment on a daily basis.
2. If Party A fails to hand over the house meeting the delivery terms to Party B for use within the time limit specified in this contract or fails to complete the registration formalities for the real estate certificate, Party B has the right to investigate the liability for breach of contract from Party A according to the delivered house price. 2.1 if the delay is within 30 days (the period shall not be more than the period in Article 3 of the contract), from the next day of the expiration of the delivery period agreed in the contract to the date of actual delivery, Party A shall pay liquidated damages of 1 / 10000 of the total house price to Party B on a daily basis.
2.2 Party B has the right to terminate the contract if it is overdue for more than 30 days.
2.2.1 if Party B terminates the contract, it shall notify Party A in writing. Party A shall return all the house price paid by Party B (including the loan paid) within 15 days from the date of service of the notice of termination of the contract, and calculate and pay interest at 4% (not lower than the benchmark loan interest rate for the same period published by the people's Bank of China) from the date of payment by Party B; Meanwhile, Party A shall pay liquidated damages to Party B at 10% of the total house price.
2.2.2 if Party B requires to continue to perform the contract, Party A shall continue to perform the contract, and Party A shall pay Party B liquidated damages of 0.02% of the total house price on a daily basis.
5、 Other matters:
1. Party A promises that the property rights of the assets related to this transaction are clear, there is no mortgage, pledge or restriction on transfer, there is no litigation, arbitration, seizure, freezing, etc., and there is no other situation that hinders the transfer of ownership.
2. This agreement is made in duplicate and shall come into force after being signed and sealed by both parties and reviewed and approved by the board of directors of Party B. Other relevant agreements on decoration acceptance standards shall be subject to the formal commercial housing sales contract.
5、 Purpose of related party transaction and its impact on the company
This connected transaction is to purchase administrative office space to meet the needs of the company's future operation and development. Therefore, this connected transaction is necessary and reasonable and will not affect the independence of the company. This connected transaction has no significant impact on the company's financial status and operating results. Taking the assessed price as the pricing basis, the transaction pricing is fair and in line with the interests of the company and all shareholders. There is no case of using the related relationship to transfer interests or encroach on the interests of the listed company, and there is no case of damaging the interests of shareholders, especially small and medium-sized shareholders.
6、 Review procedures for the performance of this connected transaction
(I) deliberation by the board of directors
The company held the 9th meeting of the second board of directors on February 17, 2022, and deliberated and passed the proposal on the company's purchase of real estate and related party transactions. The voting results: 7 votes in favor, 0 votes against and 0 abstention. It is agreed that due to the actual business needs of the company, the company plans to submit to the related party Leping Baolan Real Estate Co., Ltd. after evaluation, the total amount of related party transactions is 27.28 million yuan. During the deliberation of the proposal, related directors Wang Guoqing and Wu Hua avoided voting, and the other non related directors attending the meeting unanimously agreed to the proposal. The increased amount of connected transactions is within the scope of the deliberation authority of the board of directors and does not need to be submitted to the general meeting of shareholders for deliberation.
(II) prior approval and independent opinions of independent directors
1. Prior approval opinions of independent directors after fully understanding the related party transaction, the independent directors of the company issued prior approval opinions on the matter before the meeting of the board of directors. The independent directors of the company believe that the related party transaction is in line with the actual business needs of the company, based on the assessed value and the price determined by both parties through agreement. The transaction pricing is fair and reasonable and in line with laws, administrative regulations The provisions of departmental rules and other normative documents will not have a significant impact on the company's financial and operating conditions, 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. Therefore, it is unanimously agreed to submit the proposal on the purchase of real estate and related party transactions by the company to the ninth meeting of the second board of directors for deliberation.
2. Independent opinions of independent directors
As an independent director of the company, we express independent opinions on the related party transaction as follows: this related party transaction is based on the assessed value and the price is determined by both parties through agreement. This related party transaction is a market-oriented choice for the normal operation of the company and improving economic benefits, which meets the actual business needs of the company; The related party transaction follows the principle of "fairness, impartiality and fairness". The transaction matters comply with the market principle, the decision-making procedures are legal, the transaction pricing is fair and reasonable, and does not harm the interests of the company and other shareholders, especially the interests of minority shareholders. When the board of directors deliberated this proposal, the related directors have avoided voting, and the deliberation procedures comply with the provisions of relevant laws and regulations and the articles of association. We agree to this related party transaction.
(III) deliberation of the board of supervisors
The company held the eighth meeting of the second board of supervisors on February 17, 2022, which deliberated and adopted the proposal on the company's purchase of real estate and related party transactions. The board of supervisors agreed that:
