Zhongtian Guofu Securities Co., Ltd
About Tangrenshen Group Co.Ltd(002567)
Verification opinions on providing financial assistance to subsidiaries
Zhongtian Guofu Securities Co., Ltd. (hereinafter referred to as “Zhongtian Guofu securities” or “recommendation institution”) as a recommendation institution for continuous supervision of Tangrenshen Group Co.Ltd(002567) (hereinafter referred to as ” Tangrenshen Group Co.Ltd(002567) ” or “company”) non-public offering of shares, in accordance with the administrative measures for securities issuance and listing recommendation business, the stock listing rules of Shenzhen Stock Exchange The guidelines for information disclosure of listed companies of Shenzhen Stock Exchange No. 6 – recommendation business, the guidelines for standardized operation of listed companies of Shenzhen Stock Exchange (revised in 2020) and other relevant provisions have carefully verified the financial assistance provided by Tangrenshen Group Co.Ltd(002567) to subsidiaries, and the verification opinions are as follows:
1、 Overview of financial assistance
1. Financial support object: the company provides financial support for Longhua agriculture and animal husbandry and Longhua ecology respectively
2. Amount of subsidy: no more than 200 million yuan respectively, and no more than 400 million yuan in total
3. Funding period: the funding amount can be used in a rolling manner from December 2021 to December 2023; The term of each loan within the limit shall be determined according to the specific actual loan term of Longhua agriculture and animal husbandry and Longhua ecology. 4. Source of funds: self owned funds
5. Interest rate: the interest on this loan is calculated by referring to the company’s loan interest rate in the bank for the same period.
6. Loan repayment: when the term of each loan of Longhua agriculture, animal husbandry and Longhua ecology expires, the principal and interest of the loan shall be remitted to the company’s account, and Longhua agriculture, animal husbandry and Longhua ecology can also be repaid in advance.
7. The purpose of the financial assistance: to be used for the funds required for Longhua agriculture and animal husbandry and Longhua ecological operation.
2、 Basic information of recipients of financial assistance
(i) Hunan Longhua agriculture and animal husbandry development Co., Ltd
1. Type: limited liability company
2. Unified social credit Code: 91430224779002842r
4. Registered capital: 50 million yuan
5. Date of establishment: August 9, 2005
6. Address: Group 16, Jinxing village, Xiadong Township, Chaling County
7. Business scope: other feed processing; Breeding pig breeding and marketing; Pig breeding and sales; Production, processing and sales of compound feed, concentrated feed and additive premixed feed; Purchase of grain and agricultural and sideline products; Fruit tree planting and sales; Road general cargo transportation; Production and sales of organic fertilizer; Biogas service and utilization; Waste recycling; Purchase and utilization of agricultural waste; Planting and marketing of vegetables and horticultural crops; Planting and marketing of cereals and other crops; Planting and sales of beans, oil and potatoes; Planting and marketing of fruit and spice crops; Shenzhen Agricultural Products Group Co.Ltd(000061) preliminary processing service; Shenzhen Agricultural Products Group Co.Ltd(000061) . Sales of agricultural and sideline products (including online sales). (for projects that must be approved according to law, business activities can be carried out only after approval by relevant departments)
8. Key financial data
Unit: Yuan
December 31, 2020 September 30, 2021
(audited) (Unaudited)
Total assets 1264282126.122536876813.01
Total liabilities 410912465.871919932121.06
Net assets 853369660.25616944691.95
Project: January December 2020 September 2021
(audited) (Unaudited)
Operating income 932426502.96427737990.01
Net profit 564599013.6343693012.33
9. Other instructions:
(1) The company did not provide financial assistance to Longhua agriculture and animal husbandry in the previous fiscal year.
(2) The shareholders of Longhua agriculture and animal husbandry are the company and long Qiuhua, of which the company holds 90% and long Qiuhua holds 10%. As long Qiuhua and long Weihua, the supervisor of the company, are brothers, Longqiu Huawei is an affiliate of the company. The company provides financial assistance to Longhua agriculture and animal husbandry to meet its daily operation needs and meet the capital needs for its daily operation High economic benefits; The shareholding ratio of other shareholders of Longhua agriculture and animal husbandry is low, so other shareholders do not provide corresponding financial assistance according to the shareholding ratio, which will not damage the interests of the company and shareholders. （2） Chaling Longhua ecological agriculture and animal husbandry Co., Ltd
1. Type: limited liability company
2. Unified social credit Code: 913716007850362488r
3. Legal representative: long Weihua
4. Registered capital: 1010 million yuan
5. Date of establishment: December 22, 2020
6. Address: Complex Building 8, Longhua Science Park, Xiadong sub district office, Chaling County, Zhuzhou City, Hunan Province
7. Business scope: pig feeding; Breeding pig breeding and marketing; Pig breeding and sales; Production, processing and sales of compound feed, concentrated feed and additive premixed feed; Purchase of grain and agricultural and sideline products; Fruit tree planting and sales; Road transportation of ordinary goods. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
8. Key financial data
Unit: Yuan
Project September 30, 2021
(Unaudited)
Total assets 1992674376.11
Total liabilities 983453914.80
Net assets 1009220461.31
Project September 2021
(Unaudited)
Operating income 0.00
Net profit -779538.69
9. Other instructions:
(1) The company did not provide financial assistance to Longhua ecology in the previous fiscal year.
(2) Longhua ecology is a subsidiary of Longhua agriculture and animal husbandry. The shareholders of Longhua ecology are Longhua agriculture and animal husbandry and Zhuzhou Tangrenshen Group Co.Ltd(002567) Changyin ecological agriculture and animal husbandry development partnership (limited partnership) (hereinafter referred to as ” Tangrenshen Group Co.Ltd(002567) Changyin”). One of the shareholders of Tangrenshen Group Co.Ltd(002567) Changyin is Guangdong Hongtang investment partnership (limited partnership) (hereinafter referred to as “Hongtang investment”) ）, Hongtang investment is a partnership established by Tao Yishan, the actual controller of the company, and Tao industry, the person acting in concert. Because the shareholding ratio of other shareholders of Longhua ecology is low, other shareholders do not provide corresponding financial assistance according to the shareholding ratio, which will not damage the interests of the company and shareholders.
3、 Decision making procedures for performance
(i) Deliberations of the board of directors
On December 14, 2021, the company held the 44th meeting of the 8th board of directors, deliberated and adopted the proposal on providing financial assistance, which needs to be submitted to the general meeting of shareholders for deliberation.
The board of Directors believes that the company’s financial assistance to Longhua agriculture and animal husbandry and Longhua ecology is to meet its business needs and reduce operating costs without affecting its normal operation. The company can effectively control Longhua agriculture, animal husbandry and Longhua ecology in terms of operation and management, finance and investment, and the project risk is controllable. Therefore, the board of directors of the company agreed to provide financial assistance of no more than 400 million yuan for Longhua agriculture and animal husbandry and Longhua ecology.
（2） Opinions of independent directors
The independent directors of the company believe that: on the premise of not affecting the normal operation, the company’s financial assistance to subsidiaries can support their business development, reduce their financing costs and improve the efficiency of the company’s fund use; The annual interest rate of financial assistance provided by the company is calculated with reference to the loan interest rate of the company in the bank in the same period, and there is no situation that damages the interests of the company and shareholders, especially minority shareholders; The funded object is the holding subsidiary of the company, which can be effectively controlled by the company to ensure the safety of the company’s funds and controllable project risks. Based on the above, we believe that the financial assistance complies with relevant regulations and will not have an adverse impact on the company’s production and operation, and agree to this financial assistance.
4、 Verification opinions of the recommendation institution
After verification, the sponsor believes that the purpose of providing financial assistance to Longhua agriculture, animal husbandry and Longhua ecology is to meet its business needs and reduce operating costs. The annual interest rate of financial assistance provided by the company is calculated with reference to the loan interest rate of the company in the bank in the same period, and there is no situation that damages the interests of the company and shareholders, especially minority shareholders; The funded object is the holding subsidiary of the company, which can be effectively controlled by the company to ensure the safety of the company’s funds and controllable project risks. The board of directors has considered and approved the matter, and the independent directors have expressed their consent, which needs to be submitted to the general meeting of shareholders for deliberation, and the relevant procedures are legal and compliant. In conclusion, the sponsor has no objection to Tangrenshen Group Co.Ltd(002567) providing financial assistance to subsidiaries.
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(there is no text on this page, which is the signature and seal page of Zhongtian Guofu Securities Co., Ltd. on Tangrenshen Group Co.Ltd(002567) verification opinions on providing financial assistance to subsidiaries)
Signature of sponsor representative:
Zhang Jin Xiang Jun
Zhongtian Guofu Securities Co., Ltd. mm / DD / 2021
