Verification opinions of Ping An Securities Co., Ltd. on Shenzhen Sed Industry Co.Ltd(000032) signing the supplementary agreement to the equity transfer agreement and related party transactions with related parties
Ping An Securities Co., Ltd., as an independent financial consultant of Shenzhen Sed Industry Co.Ltd(000032) (hereinafter referred to as “SHENSANGDA”, “listed company” or “the company”), in accordance with the administrative measures for major asset restructuring of listed companies, the stock listing rules of Shenzhen Stock Exchange and the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange According to the provisions of relevant laws, regulations and normative documents, during the continuous supervision period, the matters of the supplementary agreement to the equity transfer agreement signed by the listed company and related parties have been carefully verified. The verification opinions are as follows:
1、 Overview of related party transactions
1、 China Electronic System Technology Co., Ltd. (hereinafter referred to as “China system”) ）During the reorganization with the company, according to relevant regulations, China system will hold CLP Hebei Real Estate Development Co., Ltd., Shijiazhuang Beida CLP science and Technology Park Management Co., Ltd., CLP Renqiu science and technology park construction and Development Co., Ltd., Xingtai CLP science and Technology Park Construction Co., Ltd., CLP Handan environmental protection science and Technology Park Development Co., Ltd., which are involved in the development business of industrial park Sichuan Zhongdian Chengyu Technology Development Co., Ltd The equity of seven companies, including China Power Digital (Beijing) Technology Industry Development Co., Ltd., was transferred to China Electronics Industry Development Co., Ltd. (hereinafter referred to as “industrial development company”), a wholly-owned subsidiary of China Ruida Investment Development Group Co., Ltd. (hereinafter referred to as “Ruida group”) ）。 On January 20, 2021, China system and clp-4 signed the equity transfer agreement for each park development business company respectively or jointly with the industrial development company, and completed the industrial and commercial change registration procedures of each company at the beginning of 2021.
2. Since the profit and loss arrangement in the transition period is not stipulated in the original equity transfer agreement, China system plans to sign the supplementary agreement to the equity transfer agreement (hereinafter referred to as the “supplementary agreement”) with Industrial Development Corporation, specifying that the profit and loss in the transition period shall be borne by China system and China power four company respectively according to the original shareholding proportion of the corresponding Park companies held by them.
3. As the industrial development company is a wholly-owned subsidiary of Ruida group, the controlling shareholder of Ruida group and the actual controller of SHENSANGDA are China Electronic Information Industry Group Co., Ltd. (hereinafter referred to as “the group company”), according to the stock listing rules of Shenzhen Stock Exchange and other relevant provisions, the signing of the supplementary agreement constitutes a connected transaction.
4. This transaction does not constitute a major asset reorganization or listing as stipulated in the measures for the administration of major asset reorganization of listed companies, and the signing of the agreement does not require the approval of other regulatory authorities.
2、 Basic information of related parties
Name: China Electronics Industry Development Co., Ltd
Registered address: courtyard 27, Wanshou Road, Haidian District, Beijing
Nature of enterprise: state-owned wholly-owned enterprise
Office location: 21 / F, Ruida building, 74 Lugu Road, Shijingshan District, Beijing
Legal representative: Deng bin
Registered capital: 308088000 yuan
Tax registration certificate No.: 9111000010000835xk
Main business: engineering consulting; Investment in industrial projects; Entrusted management of assets and projects; Real estate development; Property management of self owned real estate; Contracting of electronic engineering and building decoration engineering; Technology development, technical cooperation, technology contracting, technology transfer and technical services; Production, wholesale and retail of the above developed products; Sales of Wujinjiaodian building materials; Car rental (excluding buses with more than nine seats).
Established in June 1986, Industrial Development Corporation is a wholly-owned subsidiary of China Ruida investment and Development Group Co., Ltd. and a three-level company under China Electronics. It undertakes the whole chain services such as preliminary planning, development and construction, cost consulting, project supervision, project management, investment promotion operation and agent construction of China Electronic Information Industrial Park and various industrial and civil construction projects. It is a professional development and service platform led by industrial park and investment promotion operation of China Electronics. It has many project development achievements in many places across the country, The participating projects have won national, provincial and ministerial awards for many times.
In 2018, the industrial development company realized an operating income of 99.65 million yuan, a net profit of 29.94 million yuan and an owner’s equity of 377.83 million yuan; In 2019, the operating income was 82.76 million yuan, the net profit was 56.33 million yuan and the owner’s equity was 41.449 million yuan; In 2020, the operating income will be 82.02 million yuan, the net profit will be 47.24 million yuan and the owner’s equity will be 44.482 million yuan.
3、 Basic information of the subject matter of related party transactions
The supplementary agreement to be signed between China system and Industrial Development Corporation this time, It mainly involves China Power Hebei Real Estate Development Co., Ltd. (hereinafter referred to as “Hebei real estate”) and Shijiazhuang Peking University China Power Science and Technology Park Management Co., Ltd. (hereinafter referred to as “Peking University Science and Technology Park”) ）, China Power Renqiu science and technology park construction and Development Co., Ltd., Xingtai China Power Science and Technology Park Construction Co., Ltd., China Power Handan environmental protection science and Technology Park Development Co., Ltd., Sichuan China Power Chengyu science and Technology Development Co., Ltd Seven companies including CLP digital (Beijing) Technology Industry Development Co., Ltd. the relevant equity transfer has been adopted by the 18th extraordinary shareholders’ meeting of China system in 2020, and the industrial and commercial change has been completed from January to February 2021.
See the restructuring report disclosed by the company on March 12, 2021 for details.
4、 Pricing policy and basis of related party transactions
The supplementary agreement signed this time is a supplementary agreement on the attribution of profits and losses of the seven transferred companies during the transition period. According to the agreement, the relevant profits and losses in the transition period will be subject to the final audit results approved and issued by the audit institution.
5、 Main contents of supplementary agreement
1. Specify the transition period: from the base date of appraisal (February 29, 2020) to the completion date of equity transfer of the target company (i.e. all Park companies, the same below) (subject to the completion date of industrial and commercial change registration procedures).
2. Define the party responsible for the profit and loss during the transition period: the profit and loss during the transition period of Hebei real estate shall be borne by China system and China power four company according to their respective shareholding ratio, the profit and loss during the transition period of Peking University Science and Technology Park shall be borne by China power four company, and the profit and loss during the transition period of other target companies shall be borne by China system. The industrial development company shall, in accordance with the provisions, select a third-party audit institution from the Audit Institution Library of the group company to audit and confirm the transition period profits and losses of each target company, and settle them within 30 days after the issuance of the audit results.
3. Amount of profit and loss during the transition period: according to the preliminary audit results of the third-party audit institution, the profit and loss during the transition period is tentatively set at a total of 36.3591 million yuan, including 31.8769 million yuan for China system and 4.4822 million yuan for China Power fourth company. The final payment amount shall be subject to the final audit result issued by the audit institution.
6、 Other arrangements involving connected transactions
Not involved.
7、 Transaction purpose and impact on Listed Companies
The supplementary agreement to be signed this time is a supplementary agreement to the equity transfer agreement signed by the Chinese system in the process of restructuring, clarifying the ownership and bearing mode of profits and losses in the transition period, which is conducive to a clearer understanding of the responsibilities and obligations of all parties. According to the preliminary audit results of the audit institution, the amount of profit and loss to be borne by the Chinese system during the transition period will not have a significant adverse impact on the operating performance, and will not affect the operating results and financial status of the company.
8、 Review procedures for implementation
(i) Deliberations of the board of directors
The first meeting of the ninth board of directors held on December 22, 2021 deliberated and adopted the
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And related party transactions, and it is agreed that China system and Industrial Development Corporation shall sign the supplementary agreement to the equity transfer agreement. Related directors have avoided voting.
（2） Prior approval opinions and independent opinions of independent directors on signing the supplementary agreement to the equity transfer agreement and related party transactions with related parties
(1) Prior approval opinion
Independent directors’ opinions on signing with related parties to be submitted to the first meeting of the ninth board of directors for deliberation
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And related party transactions, and it is considered that the related party transactions involved in the proposal follow the principles of voluntariness, fairness and openness. On the premise of performing the necessary examination and approval procedures and information disclosure procedures, the related party transactions are in line with the overall interests of the company and do not harm the company and all shareholders Especially the interests of minority shareholders. Therefore, the independent directors agree to submit this proposal to the board of directors of the company for deliberation.
(2) Independent opinion
The independent directors of the company believe that since the original equity transfer agreement did not stipulate the profit and loss arrangement in the transition period, the supplementary agreement to be signed this time is a supplementary agreement to the equity transfer agreement signed by the Chinese system in the process of restructuring, clarifying the ownership and bearing mode of profit and loss in the transition period, which is conducive to a clearer understanding of the responsibilities and obligations of all parties. And according to the preliminary audit results of the audit institution, the amount of profit and loss in the transition period to be borne by the Chinese system will not have a significant adverse impact on the operating performance, and will not affect the operating results and financial status of the company, The decision-making procedures and relevant contents comply with the company law, the stock listing rules of Shenzhen Stock Exchange, the guidelines for information disclosure of listed companies of Shenzhen Stock Exchange No. 5 – transactions and connected transactions and other laws, regulations and normative documents, as well as the relevant provisions of the articles of association. This connected transaction follows the principles of voluntariness, equality and fairness, does not damage the interests of the company and its shareholders, especially the minority shareholders, and will not have an adverse impact on the normal operation and business development of the company. Therefore, the independent directors unanimously agreed that China system, clp-4 and Industrial Development Corporation should sign the supplementary agreement to the equity transfer agreement and settle it according to the agreement after the audit results are issued.
9、 Verification opinions of financial advisor
After verification, the independent financial adviser believes that:
1. The above matters have been deliberated and adopted at the first meeting of the ninth board of directors, the related directors have avoided voting, and the independent directors have expressed independent opinions. This connected transaction has performed the necessary legal procedures and complies with the relevant review procedures and approval authorities, such as the stock listing rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange, the management system of connected transactions of listed companies, etc.
2. Relevant transactions shall follow the principles of legal compliance, equality, voluntariness and mutual benefit, and there is no situation that damages the interests of the company and minority shareholders.
3. In conclusion, the independent financial advisor has no objection to the supplementary agreement to the equity transfer agreement signed by the company and related parties and related party transactions.
(there is no text below, which is the agreement signed by Ping An Securities Co., Ltd. on Shenzhen Sed Industry Co.Ltd(000032) and related parties
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And verification opinions on connected transactions (signature and seal page) sponsor of independent financial adviser:
Qi Xuelin, Jiang Haoli
Ping An Securities Co., Ltd
