Citic Securities Company Limited(600030) about
Jiangxi Hungpai New Material Co.Ltd(605366)
Verification opinions on the purchase of real estate and related party transactions
Citic Securities Company Limited(600030) (hereinafter referred to as ” Citic Securities Company Limited(600030) ” or “recommendation institution”) as a recommendation institution for initial public offering and listing of Jiangxi Hungpai New Material Co.Ltd(605366) (hereinafter referred to as ” Jiangxi Hungpai New Material Co.Ltd(605366) ” or “company”), in accordance with the measures for the administration of securities issuance and listing recommendation business Relevant provisions such as the Listing Rules of Shanghai Stock Exchange and the guidelines for the continuous supervision of listed companies of Shanghai Stock Exchange have carefully verified the purchase of real estate and related party transactions of Jiangxi Hungpai New Material Co.Ltd(605366) and issued the following verification opinions: I. Basic information of daily 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 in the underground garage.
The above properties are mainly used for the company’s daily office and will not be sold or rented.
This connected transaction does not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies. 2、 Related person introduction and relationship
(I) introduction to related parties
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
Total 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 transactions
(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 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
2. There are 70 underground parking spaces on the first basement of the office, with 4.06 million yuan
(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
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:
Appraisal object and scope: the appraisal object is Hetang Yuese on the north side of Hongyan road and the east side of Honghao Park in Leping City
54 office rooms on floors 3-11 of the project 1# building and 70 parking spaces in the underground garage (c01-c70).
Value type: open market value
Evaluation method: comparative method
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 yuan (in words: twenty-seven million two hundred and eighty thousand yuan 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、 Purpose of transaction and impact of transaction on the company
This connected transaction is to meet the needs of the company’s future 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. 5、 Review procedures for the performance of this connected transaction
(I) opinions of 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) opinions of independent directors
1. Prior approval opinions of independent directors
After fully understanding the related party transaction, the independent directors of the company gave their 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 the normal 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 does not harm the interests of the company and other shareholders, Especially the interests of minority 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. 6、 Verification opinions of the recommendation institution
After verification, the sponsor believes that the company’s purchase of real estate and related party transactions have been deliberated and approved at the 9th meeting of the second board of directors and the 8th meeting of the second board of supervisors, the related directors have avoided voting, the independent directors have expressed their independent opinions and performed the necessary procedures, which is in line with the company law The requirements of the measures for the administration of securities issuance and listing recommendation business, the stock listing rules of Shanghai Stock Exchange, the self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 5 – transactions and related party transactions and the provisions of the articles of association.
To sum up, the recommendation institution has no objection to the company’s purchase of assets and related party transactions.
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