Minsheng Securities Co., Ltd
About Brother Enterprises Holding Co.Ltd(002562)
Verification opinions on the purchase of real estate and related party transactions by wholly-owned subsidiaries
Minsheng Securities Co., Ltd. (hereinafter referred to as “Minsheng securities” or “sponsor”) as a sponsor of Brother Enterprises Holding Co.Ltd(002562) (hereinafter referred to as ” Brother Enterprises Holding Co.Ltd(002562) ” or “company”) non-public offering of shares, in accordance with the measures for the administration of securities issuance and listing recommendation business, the stock Listing Rules of Shenzhen Stock Exchange and the guidelines for the recommendation of listed companies of Shenzhen Stock Exchange And other relevant regulations, verified the purchase of real estate and related party transactions by Brother Enterprises Holding Co.Ltd(002562) wholly-owned subsidiaries. The verification conditions and opinions are as follows: I. overview of related party transactions
In order to provide a good living and living environment for the management, business backbone, college students and other talents of Jiangsu brother vitamin Co., Ltd. (hereinafter referred to as “brother vitamin”), a wholly-owned subsidiary of the company, brother vitamin plans to purchase the real estate (including residence and accessories, hereinafter referred to as “the real estate”) owned by Mr. Qian Zhida, the controlling shareholder and actual controller of the company, in cash ）As a talent dormitory, the total residential construction area is 3443.09 square meters, and the total transaction price is 35.483448 million yuan. This transaction constitutes a related party transaction. According to the Listing Rules of Shenzhen Stock Exchange, this connected transaction does not need to be submitted to the general meeting of shareholders for deliberation.
According to the relevant provisions of the measures for the administration of major asset reorganization of listed companies, this connected transaction does not constitute a major asset reorganization, does not constitute a reorganization listing, and does not need to be approved by relevant departments.
2、 Basic information of related parties
(i) Basic information of related parties
Name: Qian Zhida
Gender male
Nationality China
ID number 33041919**********
Address: Haining City, Zhejiang Province*******
Mailing address: Haining City, Zhejiang Province*******
Have you obtained the right of abode in other countries or regions? No
（2） Relationship with the company
Mr. Qian Zhida is the controlling shareholder and actual controller of the company. As of December 15, 2021, Mr. Qian Zhida held 257395438 shares of the company, accounting for 24.22% of the total share capital of the company. Meanwhile, Mr. Qian Zhida is the chairman and President of the company. According to the relevant provisions of the Listing Rules of Shenzhen Stock Exchange, the above matters constitute related party transactions.
After inquiry, Mr. Qian Zhida is not a dishonest person.
3、 Basic information of related party transactions
The real estate for this transaction is located in Shanghai Garden, No. 57, Changxin Road, Dafeng District, Yancheng City, Jiangsu Province, There are 26 houses (with decoration) and accessories in total. The houses have obtained the house ownership certificate issued by Dafeng Real Estate Administration Bureau and the state-owned land use certificate issued by Dafeng land and Resources Bureau. The total construction area of the houses is 3443.09 square meters. The registered purpose is residential, which is in line with its re listing policy.
The property right of the purchased real estate is clear, there is no mortgage, pledge or any other restriction on transfer, and there is no litigation, arbitration matters, judicial measures such as seizure and freezing and other circumstances that hinder the transfer of ownership. “Dafeng” is located in the middle of the coast of Jiangsu Province. It is the new coastal city of Yancheng. The real estate for this transaction is located in Changxin Road, Dafeng District, Yancheng City, Jiangsu Province, with convenient transportation, good supporting facilities around parks and schools. 26 houses have been decorated and are in the same community, which is convenient for management.
4、 Pricing policy and basis of related party transactions
This transaction follows the principles of voluntariness, fairness, reasonableness and consensus through consultation. According to the asset appraisal report of the single asset value appraisal project to be acquired by Jiangsu brothers vitamin Co., Ltd. (Kun yuan Ping Bao [2021] No. 785) issued by Kunyuan Asset Appraisal Co., Ltd., which is qualified to engage in Securities and futures business, the appraisal value of the subject matter of this transaction is RMB 36.2076 million in total.
The total price of the real estate transfer in this transaction is based on the above appraisal price. After friendly negotiation between the two parties, it is determined that the transaction price is 98% of the appraisal value, that is, RMB thirty-five million four hundred and eighty-three thousand four hundred and forty-eight only (in figures ¥ 35483448.00).
5、 Main contents of related party transaction agreement
Seller: Qian Zhida
Buyer: Jiangsu brother vitamin Co., Ltd
(i) Basic information of the house
The real estate sold by the seller is located in building 6, Shanghai Garden, No. 57, Changxin Road, Dafeng District, Yancheng City, Jiangsu Province, with a total of 26 houses and their accessories. The house type is residential and the structure is brick concrete; The building area of the house is 3443.09 square meters.
（2） Transaction price, payment method and payment term
Transaction price: the total transfer price of the real estate in this transaction is based on the price assessed by the third party Kunyuan Asset Appraisal Co., Ltd. through friendly negotiation between both parties, It is determined that the total contract price is RMB 35483448.00 (in words: RMB thirty-five million four hundred and eighty-three thousand four hundred and forty-eight only), and the evaluation expenses incurred shall be borne by the buyer. The transfer price is tax inclusive, the transfer fee incurred due to the transfer of the real estate shall be borne by the seller, and the transaction taxes shall be borne by the taxpayer respectively.
Payment method and term: after the contract is signed, the buyer shall pay 70% of the total house price within 7 days after the contract takes effect, That is 24838413.60 yuan (in words: RMB twenty-four million eight hundred and thirty-eight thousand four hundred and thirteen point sixty) to the account designated by the seller. When the buyer delivers the house payment, the Seller shall issue a collection voucher in accordance with the tax provisions and send the buyer a house inspection notice. If the buyer uses the house without authorization without receiving the seller’s house inspection notice, it shall be deemed to have passed the house inspection. After the seller delivers all the keys of the house to the buyer (the buyer shall issue a sealed receipt to the seller) and pay the remaining house purchase price within 7 days, i.e. RMB 10645034.40 (in words: RMB ten million six hundred and forty-five thousand and thirty-four point four).
（3） House transfer
Both parties confirm that within 30 days from the date of payment of the last purchase price, both parties shall jointly apply to the real estate trading center for handling the transfer procedures.
The above real estate right transfer date shall be subject to the date when the real estate transfer application is accepted by Yancheng Dafeng District Real Estate Trading Center, except that the real estate trading center makes a decision not to transfer the ownership according to law.
The seller promises to actively assist the buyer or entrusted others in handling the transfer of ownership. If the seller intentionally delays or fails to provide relevant materials in time, the buyer shall investigate the seller’s liability for breach of contract according to Article 10 of the contract.
6、 Transaction purpose and impact on Listed Companies
The property is mainly used for talent dormitories for management personnel, business backbone, college students and other employees. In recent years, in order to effectively improve the living and living conditions of the company’s talents, some employees who originally lived in the plant moved to the factory area. At present, about 50 employees need to provide talent dormitories. With the development of business, the demand for high-quality talents is still increasing, and the purchase of the real estate can better meet the demand for talent accommodation.
Brother vitamin calculates the real estate as a fixed asset and accrues depreciation according to 30 years. The annual depreciation cost of the real estate is slightly higher than the rental cost of the market house. However, the real estate has convenient transportation, good public supporting facilities, good value preservation and appreciation, and is conducive to providing a stable, good and convenient living and living environment for brother vitamin employees, Improve the convenience of brother vitamin management and timeliness of service, so as to improve employee satisfaction and sense of belonging, promote the cultivation and introduction of brother vitamin talents, and meet the overall development needs of brother vitamins.
At present, the company is in good operating condition with abundant cash flow. The purchase of real estate will not affect the company’s cash flow and will not have a significant impact on the company’s financial status and operating results. Taking the assessed price as the pricing reference basis and giving appropriate discounts, the transaction pricing is fair, 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.
7、 Accumulated various related party transactions with the related party
Mr. Qian Zhida, the controlling shareholder and actual controller of the company, has not had related party transactions with the company in recent 12 months. 8、 Internal review procedures of the company and opinions of independent directors
(i) Opinions of the board of directors and the board of supervisors
The board of directors of the company held the 10th meeting of the 5th board of directors and the 8th meeting of the 5th board of supervisors on December 21, 2021. Under the condition that the related directors Qian Zhida and Qian Zhiming avoided voting, the proposal on the purchase of real estate and related party transactions by wholly-owned subsidiaries was considered and adopted.
（2） Opinions of independent directors
The independent director of the company gave an independent opinion on this matter and held that the real estate purchased by brother vitamin is used for the talent dormitory of management personnel, business backbone and college students. The real estate has convenient transportation and good public supporting facilities, which is conducive to providing a stable, good and convenient living and living environment for brother vitamin employees, Improve the convenience of brother vitamin management and timeliness of service, so as to improve employee satisfaction and sense of belonging, promote the cultivation and introduction of brother vitamin talents, and meet the overall development needs of brother vitamins.
At present, the company is in good operating condition with abundant cash flow. The purchase of real estate will not affect the company’s cash flow and will not have a significant impact on the company’s financial status and operating results. According to the market rules, the transaction takes the evaluation price as the pricing reference basis and gives appropriate discounts. The transaction pricing is fair, without damaging the interests of the company, shareholders, especially small and medium-sized shareholders, and will not affect the independence of the company. The related directors avoided voting according to law, and the voting procedures were legal and standardized. This related party transaction complied with the stock listing rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange, the articles of association and other relevant provisions. Therefore, we agree to this related party transaction.
9、 Verification opinions of the recommendation institution
The recommendation institution reviewed the relevant proposals and documents of the company’s related party transactions, and understood the basic information of related parties, the pricing principle and amount of the transaction. After verification, the sponsor believes that the related party transaction has been deliberated and adopted at the 10th meeting of the 5th board of directors and the 8th meeting of the 5th board of supervisors, the related directors avoided voting, and the independent directors expressed clear consent. According to the market rules, the transaction takes the evaluation price as the pricing reference basis and gives appropriate discounts. The transaction pricing is fair, without damaging the interests of the company, shareholders, especially small and medium-sized shareholders, and will not affect the independence of the company. The sponsor agrees to this related party transaction.
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