Sino German Securities Co., Ltd
About Shenzhen Wenke Landscape Co.Ltd(002775)
Verification opinions on non-public issuance of A-Shares involving related party transactions
Zhongde Securities Co., Ltd. (hereinafter referred to as “Zhongde securities” or “recommendation institution”) as a recommendation institution for continuous supervision of Shenzhen Wenke Landscape Co.Ltd(002775) (hereinafter referred to as ” Shenzhen Wenke Landscape Co.Ltd(002775) ” or “company”) public issuance of convertible corporate bonds, in accordance with the measures for the administration of securities issuance and listing recommendation business and the stock listing rules of Shenzhen Stock Exchange The guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and other relevant laws, regulations and normative documents have carefully verified the related party transactions involved in the company’s non-public offering of a shares. The details of the verification are as follows:
1、 Verification work performed by the recommendation institution
By consulting the information disclosure documents of this connected transaction, relevant resolutions of the board of directors, resolutions of the board of supervisors, prior approval opinions and independent opinions issued by independent directors, rules and regulations such as the measures for the administration of connected transactions, as well as the share transfer agreement, voting power entrustment agreement and share subscription agreement signed by all parties, Check the related party transactions involved in the company’s non-public offering of a shares.
2、 Overview of related party transactions
(i) Basic information of this connected transaction
Shenzhen Wenke Landscape Co.Ltd(002775) intends to issue no more than 100000000 shares (including this number) in a non-public manner to Foshan Construction Development Investment Co., Ltd. (hereinafter referred to as “Foshan construction investment”). The company signed the share subscription agreement between Shenzhen Wenke Landscape Co.Ltd(002775) and Foshan Construction Development Investment Co., Ltd. with conditional effect with Foshan construction investment on December 22, 2021.
（2） Association relationship
On December 22, 2021, Foshan construction investment, together with the controlling shareholder, actual controller and persons acting in concert of the company, Li Congwen, Zhao Wenfeng Shenzhen Wenke Holding Co., Ltd. (hereinafter referred to as “Wenke holding”) signed the share transfer agreement and the voting right entrustment agreement with Wenke holding. According to the share transfer agreement, Foshan construction investment agreed to transfer 30950400 ordinary circulating shares and corresponding interests of the company held by Zhao Wenfeng through agreement transfer (accounting for about 6.04% of the total shares of the company), and agreed to transfer 86986022 ordinary circulating shares and corresponding interests of the company held by liberal arts holdings through agreement transfer (about 16.96% of the total shares of the company). The total number of shares held by Zhao Wenfeng and Wenke holdings transferred by Foshan construction investment through the above proposed transaction is 117936422, accounting for about 23.00% of the total shares of the company. According to the voting power entrustment agreement, Wenke holdings will transfer 19509978 shares of the company it holds (about 3.80% of the total shares of the company) is entrusted to Foshan construction investment bank. According to the equity transfer agreement and voting right entrustment agreement , after the above equity transfer is completed and the voting right entrustment takes effect, the proportion of voting rights held by Foshan construction investment will reach 26.80%, and Foshan construction investment will realize control over the company. The controlling shareholder of the company will be changed from Li Congwen and Zhao Wenfeng to Foshan construction investment, and the actual controller of the company will be changed from Li Congwen and Zhao Wenfeng to the state owned assets supervision and Administration Commission of Foshan Municipal People’s Government (hereinafter referred to as “Foshan SASAC”).
According to article 10.1.1 of the Listing Rules of Shenzhen Stock Exchange 6. The provisions of article 10.1.1 of these Rules shall apply after the agreement or arrangement takes effect or within the next 12 months due to the signing of an agreement or arrangement with a listed company or its affiliates Clause 3 or Clause 10.1 Under any of the circumstances specified in Article 5, it shall be deemed to be an affiliate of the listed company. According to the above, after the implementation of the company’s control change plan including this offering, Foshan construction investment, the issuance object of this non-public offering, will become the controlling shareholder of the company and belong to the company’s affiliated legal person. This offering constitutes a connected transaction.
（3） Approval procedure
1. Approval procedures performed
On December 22, 2021, the company held the 15th meeting of the 4th board of directors, which deliberated and approved the matters related to the non-public offering of a shares.
The independent directors of the company expressed their prior approval opinions and independent opinions on the transaction.
2. Approval procedures to be performed
(1) The matters related to the non-public offering and the exemption of Foshan construction investment from issuing an offer have been deliberated and approved by the general meeting of shareholders of the company, and the related shareholders interested in the related transaction and their persons acting in concert (if any) avoid voting at the general meeting of shareholders;
(2) The state anti monopoly bureau issues approval or consent or issue a decision not to conduct further examination on the concentration of business operators involved in this transaction;
(3) Have the right to approve the non-public offering by the state-owned assets supervision and administration department;
(4) The CSRC approved the non-public offering.
3. This transaction does not constitute a major asset reorganization specified in the administrative measures for major asset reorganization of listed companies.
3、 Basic information of related parties
(i) Basic information
Company name: Foshan Construction Development Investment Co., Ltd
Date of establishment: February 3, 2012
Unified social credit code 91440600590064070u
The registered capital is 1226373300 yuan
Legal representative: Huang Guoxian
Registered address: Room 3, 4, 5, 10, 11 and 15, third floor, block D, Foshan National Torch Innovation and entrepreneurship Park, No. 13, Huabao South Road, Chancheng District, Foshan City, and room 15, fourth floor
Investment management of urban infrastructure and public facilities; Investment, operation and management of property assets; Construction and installation works; Project investment consultation and financial consultation; Property management services; Consulting and management services for engineering design and business scope; Investment in upstream and downstream related industries of the above business projects. (for projects subject to approval according to law, business activities can only be carried out after being approved by relevant departments.) (for projects subject to approval according to law, business activities can only be carried out after being approved by relevant departments)
As of the date of issuance of this verification opinion, the equity structure of Foshan construction investment is shown in the figure below:
According to the power of attorney, Foshan Gongying Investment Holding Co., Ltd., Foshan Power Construction Group Co., Ltd. and Foshan public utilities Holding Co., Ltd. entrust the trustee state owned assets supervision and Administration Commission of Foshan Municipal People’s government to exercise all shareholder rights on behalf of them.
As of the date of issuance of this verification opinion, Foshan SASAC is the controlling shareholder and actual controller of Foshan construction investment. （2） Main business and financial situation of the most recent year and period
As of the date of issuance of this verification opinion, the main businesses of Foshan construction investment include urban renewal business (three old reconstruction, land consolidation, development of characteristic towns, etc.), livelihood services (property services and asset management, etc.), housing leasing business, building materials business (prefabricated buildings, building aluminum materials, etc.).
The brief financial data of Foshan construction investment in the last year and the first period are as follows:
Unit: 10000 yuan
Project September 30, 2021 / January September 2021 / end of 2020 / year 2020
Total assets 1930044.641661176.20
Total liabilities 1360396.141125402.44
Net assets 569648.49535773.75
Operating income 920964.121084671.05
Net profit 26518.3724463.62
Asset liability ratio 70.49% 67.75%
Note: the financial data of Foshan construction investment in 2020 have been audited by Zhongshen Zhonghuan Certified Public Accountants (special general partnership); the financial data from January to September / the end of September 2021 have not been audited.
4、 Basic information of related party transactions
The subject matter of this transaction is the non-public offering of domestic listed RMB ordinary shares of the company (A shares) with a par value of RMB 1.00 per share. The number of shares in this non-public offering shall not exceed 100000000. The final number of shares to be issued will be determined according to the number of shares to be issued as specified in the approval document of the CSRC after the company obtains the approval document of the CSRC on this non-public offering.
5、 Pricing policy and basis of this transaction
The pricing benchmark date of this non-public offering is the announcement date of the resolution of the 15th meeting of the Fourth Board of directors of the company. The issue price shall not be less than 80% of the average trading price of the company’s shares in the 20 trading days before the pricing benchmark date (average trading price of the company’s shares in the 20 trading days before the pricing benchmark date = total trading amount of the company’s shares in the 20 trading days before the pricing benchmark date / total trading amount of the company’s shares in the 20 trading days before the pricing benchmark date). On the basis of the above pricing mechanism,
In case of ex right and ex interest matters such as dividend distribution, share distribution and conversion of capital reserve into share capital during the period from the pricing base date to the issuance date, the issuance price of this non-public offering will be adjusted accordingly.
6、 The main contents of the share subscription agreement signed between the company and Foshan construction investment
(i) Agreement subject and signing time
The company and Foshan construction investment signed a conditional share subscription agreement on December 22, 2021. Issuer (Party A): Shenzhen Wenke Landscape Co.Ltd(002775)
Subscriber (Party B): Foshan Construction Development Investment Co., Ltd
（2） Number of this non-public offering
The total amount of funds raised in this non-public offering does not exceed 292 million yuan (including this amount). According to the issuance price of RMB 2.92 yuan / share, the number of shares in this non-public offering does not exceed 100 million shares (including this amount), and does not exceed 19.50% of the total share capital of Shenzhen Wenke Landscape Co.Ltd(002775) before this non-public offering. Within the above scope, the final number of shares issued in this non-public offering（ “Number of shares subscribed”) will be determined according to the number of shares issued specified in the approval document of the CSRC after Shenzhen Wenke Landscape Co.Ltd(002775) obtaining the approval document of the CSRC on this non-public offering.
If Shenzhen Wenke Landscape Co.Ltd(002775) shares have ex right and ex interest matters such as dividend distribution, share distribution, conversion of capital reserve into share capital from the pricing benchmark date to the issuance date, the issuance quantity of this non-public offering will be adjusted accordingly.
（3） Subscription price and share subscription price
The pricing benchmark date of this non-public offering is Shenzhen Wenke Landscape Co.Ltd(002775) the announcement date of the resolution of the 15th meeting of the Fourth Board of directors. The issue price shall not be less than 80% of the average stock trading price of Shenzhen Wenke Landscape Co.Ltd(002775) 20 trading days before the pricing benchmark date (the average stock trading price of Party A on 20 trading days before the pricing benchmark date = the total stock trading amount of Party A on 20 trading days before the pricing benchmark date / the total stock trading amount of Party A on 20 trading days before the pricing benchmark date). On the basis of the above pricing mechanism, the specific issue price (“subscription price”) ）The price agreed by both parties is RMB 2.92/share.
If Shenzhen Wenke Landscape Co.Ltd(002775) there are ex rights and ex interests matters such as dividend distribution, share distribution, conversion of capital reserve to share capital and so on from the pricing base date to the issuance date, the issuance price of this non-public offering will be adjusted accordingly.
The total amount of share subscription price payable by Foshan construction investment (“share subscription price”) shall be the product of the subscription price and the number of shares subscribed.
（4） Subscription method and payment method
1. Subscription method
Foshan construction investment participated in the subscription of this non-public offering in cash.
2. Payment method
On the premise that all conditions specified in this Agreement are proved to be met or exempted by Foshan construction investment, Foshan construction investment shall, within ten working days after both parties determine the share subscription price in accordance with the provisions of this Agreement and confirm the receipt of the payment notice of this non-public offering issued by the recommendation institution of this non-public offering, transfer all the share subscription price into the account specially opened by the recommendation institution of this non-public offering for this non-public offering at one time. Shenzhen Wenke Landscape Co.Ltd(002775) an accounting firm qualified to engage in securities business shall be entrusted to verify the capital of all the funds raised in this non-public offering and issue a capital verification report within 10 working days after the payment date, and the scanned copy of such capital verification report shall be provided to Foshan construction investment by e-mail. After the capital verification, the sponsor of this non-public offering will transfer the funds after deducting relevant expenses to the special storage account of Shenzhen Wenke Landscape Co.Ltd(002775) raised funds.
（5） Restricted period
Foshan construction investment promises not to transfer the subject shares within 36 months from the date of listing of the subject shares. During the above share restriction period, the shares derived from the subject shares subscribed by the issuing object due to Shenzhen Wenke Landscape Co.Ltd(002775) share distribution, conversion of capital reserve into share capital and other matters shall also comply with the above share restriction arrangement.
When the subject shares subscribed by Foshan construction investment are reduced after the expiration of the sales restriction period, they shall comply with the laws in force at that time and Shenzhen Wenke Landscape Co.Ltd(002775) the relevant provisions of the articles of association.
（6） Liability for breach of contract
Unless otherwise agreed in this agreement, If either party (the “breaching party”) fails to perform its obligations or commitments under this agreement or the statements or guarantees made are untrue or seriously wrong, the breaching party shall bear the liability for breach of contract to the other party (the “observant party”) in accordance with the provisions and provisions of this Agreement and compensate the observant party for all losses arising from its breach of contract (including but not limited to all economic losses and actions to recover or avoid losses)
