Guosen Securities Co.Ltd(002736)
About Jiangxi Zhengbang Technology Co.Ltd(002157)
Verification opinions on related party transactions
Guosen Securities Co.Ltd(002736) (hereinafter referred to as ” Guosen Securities Co.Ltd(002736) ” or “sponsor”) as the sponsor of Jiangxi Zhengbang Technology Co.Ltd(002157) (hereinafter referred to as ” Jiangxi Zhengbang Technology Co.Ltd(002157) ” or “company”) non-public offering of shares in 2020, performed continuous supervision duties, and in accordance with the stock listing rules of Shenzhen Stock Exchange and the guidelines for the recommendation of listed companies of Shenzhen Stock Exchange After careful verification, according to the relevant provisions such as the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange, the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, the following verification opinions are issued on the related party transactions considered at the 34th meeting of the Jiangxi Zhengbang Technology Co.Ltd(002157) sixth board of directors:
1、 Verification work carried out by the recommendation institution
Through talking with Jiangxi Zhengbang Technology Co.Ltd(002157) directors, supervisors and senior managers, the sponsor representative consulted Jiangxi Zhengbang Technology Co.Ltd(002157) the description of this connected transaction, the industrial and commercial data and relevant financial statements of related parties, Jiangxi Zhengbang Technology Co.Ltd(002157) the sample contract to be signed with related parties, the company’s information disclosure documents, relevant resolutions of the board of directors, resolutions of the board of supervisors and opinions of independent directors, And various business and management rules and regulations, and checked the related party transactions of the company.
2、 Basic information of related party transactions
(i) Related party transactions concerning borrowings from controlling shareholders and persons acting in concert
1. Basic information of related party transactions
1. Amount and purpose of loan: Zhengbang Group Co., Ltd. (hereinafter referred to as “Zhengbang group”) and its concerted actor Jiangxi Yonglian Yonglian agricultural Holding Co., Ltd. (hereinafter referred to as “Jiangxi Yonglian”) agree to temporarily borrow no more than 5 billion yuan to the company for short-term and temporary company replenishment of working capital and repayment of bank loans.
2. Loan term: recycled within 12 months.
3. Loan interest rate: the bank loan interest rate in the same period, calculated according to the actual use days.
4. Repayment: when the loan is about to expire, Zhengbang group and Jiangxi Yonglian will notify the company one month in advance to raise funds. On the loan maturity date, the company will repay the loan principal and interest in one time or by installments according to the repayment account provided by Zhengbang group and Jiangxi Yonglian.
5. Rights, obligations and liabilities for breach of contract
(1) The borrower guarantees to use the loan for the purpose agreed in this agreement.
(2) If the loan is overdue and the deferred repayment agreement cannot be signed due to the borrower, the lender shall charge interest on the overdue part of the loan at the daily interest rate of 0.05%.
(3) When the borrower finds any situation endangering the safety of the lender’s creditor’s rights, it shall timely notify the lender and take preservation measures in time; otherwise, the lender has the right to take corresponding sanctions and preventive measures to protect the loan from loss.
6. Effective conditions: this Agreement shall come into force after being deliberated and approved by the borrower’s general meeting of shareholders and performing the obligation of information disclosure, and signed and sealed by both parties to the transaction.
2. Introduction to related parties
(1) Basic information of Zhengbang group
Company name: Zhengbang Group Co., Ltd
Nature of enterprise: limited liability company (invested or controlled by natural person)
Unified social credit Code: 91360100723937956p
Registered address: Fenglin street, Changbei Economic Development Zone, Nanchang City, Jiangxi Province
Main office location: No. 569, aixihu 1st Road, high tech Zone, Nanchang City, Jiangxi Province
Legal representative: Lin yinsun
Registered capital: RMB 80 million
Main business: investment in agriculture, chemical industry, food industry, animal husbandry, machinery manufacturing and other fields; Educational information consultation; Production of agricultural machinery and equipment; China trade; Research and popularization of planting technology of economic forest; Planting of crops; Agricultural technology extension services (for the above projects that need to be approved according to law, business activities can be carried out only after being approved by relevant departments)
Actual controller: Lin yinsun
Ownership structure:
Name of shareholder contribution amount (RMB 10000) contribution proportion
Lin yinsun 4860060.75%
Cheng fangui 14001.75%
Jiangxi Anbang Industrial Co., Ltd. 3000037.50%
Total 80000100.00%
Founded in 2000, Zhengbang group is a national key leading enterprise in agricultural industrialization. Since its establishment, the actual controller has been Mr. Lin yinsun. At present, the main business of Zhengbang group is developing well, and the main financial data are as follows: as of December 31, 2020, through audit, the total assets are 73208233500 yuan, the total liabilities are 44655473700 yuan, and the net assets are 28552759800 yuan; From January to December 2020, the operating income was 49190.741 million yuan and the net profit was 5979.9873 million yuan. As of September 30, 2021, without audit, the total assets are 7098.19191 million yuan, the total liabilities are 52136.6668 million yuan, and the net assets are 18845.2523 million yuan; From January to September 2021, the operating revenue was 39978413500 yuan and the net profit was -8265359100 yuan.
Description of related relationship: Zhengbang group holds 779677352 shares of the company, accounting for 24.78% of the total share capital of the company, and is the controlling shareholder of the company. According to the Listing Rules of Shenzhen Stock Exchange, Zhengbang group is an affiliated legal person of the company, and the company forms an affiliated relationship with Zhengbang group.
(2) Basic information of Jiangxi Yonglian
Enterprise name: Jiangxi Yonglian agricultural Holding Co., Ltd
Nature of enterprise: limited liability company (invested or controlled by natural person)
Unified social credit Code: 913601066984906610
Registered address: North of Hudong 4th Road and east of Gongye Road, high tech Development Zone, Nanchang City, Jiangxi Province
Main office location: North of Hudong 4th Road and east of Gongye Road, high tech Development Zone, Nanchang City, Jiangxi Province
Legal representative: Li Taiping
Registered capital: 105 million yuan
Main business: industrial investment, agricultural technology consulting; Agricultural and sideline products processing. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Actual controller: Lin yinsun
Ownership structure:
Name of shareholder contribution amount (RMB 10000) contribution proportion
Lin yinsun 1020697.20%
Cheng fangui 2942.80%
Total 10500100.00%
As of December 31, 2020, through audit, the total assets are 18907.2637 million yuan, the total liabilities are 11740.0189 million yuan, and the net assets are 7167.2448 million yuan; Operating income from January to December 2020
2212391600 yuan, with a net profit of -55932900 yuan. As of September 30, 2021, without audit, the total assets are 13870431100 yuan, the total liabilities are 11000691000 yuan, and the net assets are 2869.7401 million yuan; From January to September 2021, the operating revenue was 1615076600 yuan and the net profit was 197094000 yuan. Description of related relationship: Jiangxi Yonglian and the company are enterprises controlled by the same actual controller. According to the Listing Rules of Shenzhen Stock Exchange, Jiangxi Yonglian is an affiliated legal person of the company, and the company forms an affiliated relationship with Jiangxi Yonglian.
3. Main contents and pricing basis of related party transactions
This transaction is a temporary loan of no more than RMB 5 billion from the controlling shareholder Zhengbang group and its concerted actor Jiangxi Yonglian, which is used to temporarily supplement the company’s working capital and repay bank loans in a short term. The term is one year, and it is borrowed step by step according to the actual operation of the company. After negotiation with Zhengbang group and Jiangxi Yonglian, the company will pay interest to Zhengbang group and Jiangxi Yonglian according to the bank loan interest rate in the same period, and the interest will be calculated according to the actual use days. The pricing of related party transactions follows the principles of fairness, rationality and fairness, conforms to the market price, and does not damage the interests of the listed company and all shareholders.
4. Purpose of related party transactions and its impact on Listed Companies
The company plans to borrow a total of no more than 5 billion yuan from the controlling shareholder Zhengbang group and its concerted actor Jiangxi Yonglian temporarily to meet the short-term and temporary capital needs of the company and the demand for bank loans, which can optimize the loan structure of the company and reduce the financing cost of the company, which is in line with the interests of the company and all shareholders, especially small and medium-sized shareholders. The loan interest rate is the benchmark interest rate of bank loans in the same period, the pricing is fair, and there is no behavior damaging the interests of the listed company and all shareholders.
（2） Forecast of daily related party transactions in 2022
1. Overview of related party transactions
Jiangxi Zhengbang Technology Co.Ltd(002157) (the “company”) cooperates with related parties Shandong hekangyuan biological breeding Co., Ltd. (hereinafter referred to as “hekangyuan breeding”), Jiangxi Zengxin Technology Co., Ltd. (hereinafter referred to as “Zengxin technology”), Jiangxi Keding Asset Management Co., Ltd. (hereinafter referred to as “Keding assets”) and Jiangxi Jiangnan Fragrant Rice Industry Co., Ltd (hereinafter referred to as “Jiangnan Xiang”), Shanghai Shanlin Food Co., Ltd. (hereinafter referred to as “Shanlin food”), Jiangxi Yumin Bank Co., Ltd. (hereinafter referred to as “Jiangxi Yumin bank”) The daily transactions of Ji’an Zhengbang Food Co., Ltd. (hereinafter referred to as “Ji’an food”), Jiangxi Zhengbang Food Co., Ltd. and its subsidiaries (hereinafter referred to as “Zhengbang food”) have been reasonably estimated and approved at the 34th meeting of the sixth board of directors on December 27, 2021. The specific daily related party transactions are hereby announced as follows:
(1) Category and amount of estimated daily related party transactions
Unit: RMB 10000
Related party transaction related party transaction content related party transaction pricing 2022 estimated amount by principle from January to November 2021 amount incurred
Hekangyuan breeding pig feed market pricing 5000.001113.48
The market price of Zengxin technology’s proprietary breeding equipment is 20000.005371.01
Collect Jiangnan fragrant rice and broken rice from related parties, and the market price is 2000.00358 01
Purchase products, shangshanlin food market pricing
Item 500.0060 sixty-nine
Ji’an food market pricing 500.00-
Subtotal 28000.006903.19
The market price of hekangyuan breeding poultry feed and premix feed is 17000.003124.99
Selling Shanlin food pigs to related parties at the market price of 1000.001084.62
The price of products sold and shangji’an food pig market is 95000.00-
Pinzhengbang food and pig market price: 20000.00-
Its subsidiaries
Subtotal 133000.004209.61
Accept the market pricing of water, electricity and service fees of related party Keding assets of 1000.00324 sixteen
Subtotal of labor services provided: 1000.00324 sixteen
Deposit at Jiangxi Yumin bank, the related party bank, fund settlement, deposit at bank 500000.0076938.57 on behalf of the fair market price, and salary payment at the asset bank
Subtotal of settlement fund 500000.00
