Securities code: 002775 securities abbreviation: Shenzhen Wenke Landscape Co.Ltd(002775)
Bond Code: 128127 bond abbreviation: Liberal Arts convertible bond Announcement No.: 2021-066 Shenzhen Wenke Landscape Co.Ltd(002775)
Announcement on related party transactions involved in this non-public offering of a shares
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
(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 (accounting for about 16.96% of the total shares of the company). The total number of shares of the company held by Zhao Wenfeng and Wenke holdings transferred by Foshan construction investment through the above proposed transaction is 117936422, accounting for about 23% of the total shares of the company. According to the voting power entrustment agreement, Wenke holdings will transfer its 19509978 shares of the company (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. For details, see the company on cninfo.com（ http://www.cn.info.com..cn. ）The suggestive announcement on the signing of share transfer agreement, voting right entrustment agreement by the controlling shareholder and the signing of conditional effective share subscription agreement by the company and the proposed change of control right.
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. Completed approval procedures
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 as stipulated in the administrative measures for major asset reorganization of listed companies. 2、 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 12263732564 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 disclosure date of this announcement, 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 disclosure date of this announcement, the state owned assets supervision and Administration Commission of Foshan Municipal People’s government 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 disclosure date of this announcement, 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 (audited) (Unaudited)
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.
3、 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.
4、 Pricing and principles of related party transactions
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 issuing price shall not be lower than 80% of the average trading price of the company’s shares 20 trading days before the pricing benchmark date (the average trading price of the company’s shares in the 20 trading days before the pricing benchmark date = the total trading amount of the company’s shares in the 20 trading days before the pricing benchmark date / the 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, the specific issue price is agreed by both parties to be RMB 2.92/share.
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.
5、 Signing and main contents of the conditional effective share subscription agreement
On December 22, 2021, the company signed a conditional share subscription agreement with Foshan construction investment, which stipulated the subscription amount and quantity, subscription price, subscription method and payment method, sales restriction period, liability for breach of contract, etc. for the specific contents of the terms of the agreement, see the company’s website on cninfo on the same day（ http://www.cn.info.com..cn. ）On the effectiveness of the conditional agreement signed between the company and the issuing object
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Notice of.
6、 Impact of related party transactions on the company
(i) Background of this offering
1. National policies strongly support the construction of ecological civilization
With the rapid development of China’s economy, the ecological and environmental problems have become increasingly prominent. Facing the severe situation of serious environmental pollution and ecosystem degradation, the state attaches great importance to the construction of ecological civilization and has issued a series of major decisions and arrangements, which provides important policy support for the development of the ecological and environmental construction industry.
Since the 18th CPC National Congress, China has accelerated the top-level design and system construction of ecological civilization through comprehensively deepening reform, and successively issued the opinions on accelerating the construction of ecological civilization and the overall plan for the reform of ecological civilization system. In October 2017, the work report of the 19th CPC National Congress comprehensively expounded the strategic deployment of accelerating the reform of ecological civilization system, promoting green development and building a beautiful China, and promoted the construction of ecological civilization to the “millennium plan”. In the 14th five year plan, the government put forward the main objectives of economic and social development of “increasing the urbanization rate of permanent population to 65%, realizing new progress in ecological civilization construction and comprehensively promoting the strategy of Rural Revitalization”, as well as the long-term goal of 2035 of “fundamentally improving the ecological environment and basically realizing the goal of building a beautiful China”. Therefore, comprehensive treatment of water environment The development space for ecosystem restoration and protection, ecological agriculture, Rural Revitalization and ecotourism is still very broad. Ecological civilization construction and ecological environment protection are important strategic directions that China has practiced and will adhere to. The concept of “green water and green mountains are golden mountains and silver mountains” and the restoration and improvement of the ecological environment have become the consensus of the whole society. Saving resources and protecting the environment have become the basic national policies. Therefore, the demand for ecological environment construction such as municipal gardens, ecological engineering, garden maintenance and greening seedling planting will continue for a long time, and the market space of ecological environment construction industry will still be very broad in the future.
2. The implementation of the company’s ecological engineering construction project requires strong financial strength
With the development of the industry and the company, the municipal projects undertaken by the company tend to be medium and large-scale. For a long time, the company has focused on developing projects with timely payment progress and made good progress, but some high-quality projects require relatively long-term occupation of funds, such as installment collection of EPC project and capital contribution under PPP mode, which also puts forward higher requirements for the company’s financial strength. With the continuous improvement of the company’s market development ability and business competitiveness, the company’s business scale is further expanded, which is obviously limited by capital strength, and the company’s capital demand is large.
（2） Purpose of this non-public offering
1. Further enhance the company’s financial strength and provide support for the sustainable and healthy development of business
China’s ecological environment and garden construction industry has the characteristics of large investment scale, long recovery cycle, low industry concentration, and sufficient market competition. Financial strength is one of the important prerequisites for project contracting and implementation of the industry.
With its own technical reserves and construction and operation experience, the company has developed rapidly in recent years and become a leading enterprise in the industry. With the adjustment and optimization of capital structure, the company plans to upgrade and optimize industries in line with the national “14th five year plan” development plan, such as green building, river treatment and Rural Revitalization.
This non-public offering will provide strong financial support for the company to actively carry out the above businesses, help to further enhance the company’s financial strength, further enhance the company’s competitive strength, and contribute to the expansion and strength of the company’s main business and the rapid development in new business fields.
2. Reduce the asset liability ratio, optimize the company’s financial structure and enhance the ability to resist risks
At the end of 2018, 2019, 2020 and September 2021, the asset liability ratios of the company’s consolidated statements were 34.54%, 43.30%, 53.13% and 59.64% respectively. The asset liability ratio showed an upward trend year by year, and the high asset liability structure restricted the company to a certain extent
