Securities code: Xiwang Foodstuffs Co.Ltd(000639) securities abbreviation: Xiwang Foodstuffs Co.Ltd(000639) Announcement No.: 2022008
Xiwang Foodstuffs Co.Ltd(000639)
Announcement of related party transactions
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.
Xiwang Foodstuffs Co.Ltd(000639) (hereinafter referred to as “the company”) held the 11th meeting of the 13th board of directors on March 8, 2022, deliberated and adopted the proposal on the purchase of real estate and related party transactions. The details are as follows:
1、 Transaction overview
Shandong Xiwang Foodstuffs Co.Ltd(000639) Co., Ltd. (hereinafter referred to as “Shandong Xiwang Foodstuffs Co.Ltd(000639) “), a wholly-owned subsidiary of the company, intends to purchase 17 sets of real estate, including 402 households located at 138 Dunhua Road, Shibei District, Qingdao, from Qingdao Xiwang Property Management Co., Ltd. (hereinafter referred to as “Qingdao Xiwang property”), with a total construction area of 550139 square meters, The purchase amount is 89.94 million yuan (including tax). The company held the 11th meeting of the 13th board of directors on March 8, 2022, which deliberated and passed the proposal on the purchase of real estate and related party transactions. The related directors Wang Hongyu and sun Xinhu have avoided voting, and six non related directors (including three independent directors) voted unanimously for approval. The review procedures comply with relevant laws and regulations and the articles of association.
Qingdao Xiwang property is a wholly-owned subsidiary of Xiwang Group Co., Ltd. and the company is the same controlling shareholder. According to the relevant provisions of the stock listing rules of Shenzhen Stock Exchange, the counterparty Qingdao Xiwang property is an affiliated legal person of the company, and the transaction constitutes a connected transaction. This transaction only needs to be submitted to the board of directors for approval, and there is no need to submit it to the general meeting of shareholders for deliberation. Related directors Wang Hongyu and sun Xinhu have avoided voting.
This connected transaction does not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies, does not constitute backdoor, and does not need to be approved by relevant departments.
2、 Basic information of related parties
Name: Qingdao Xiwang Property Management Co., Ltd
Unified social credit Code: 91370203325926872c
Type: limited liability company (sole proprietorship of legal person invested or controlled by natural person)
Legal representative: Wang Wei
Registered capital: five million yuan only
Date of establishment: December 15, 2014
Address: room 3801, No. 138, Dunhua Road, Shibei District, Qingdao, Shandong
Business scope: general items: property management; Parking service; Housekeeping services; Renting and management of flowers and green plants; Landscape engineering construction; Information consulting services (excluding licensed information consulting services); Electrical equipment repair; General equipment repair; Computer and office equipment maintenance; Non residential real estate leasing; Loading, unloading and handling; Personal business services; Labor services (excluding labor dispatch); Office services; Residents’ daily life services. (except for the items that must be approved according to law, the company shall independently carry out business activities according to law with its business license)
Main shareholder and actual controller: Qingdao Xiwang property is a wholly-owned subsidiary of Xiwang Group Co., Ltd. and the actual controller is Mr. Wang Yong.
Main financial data: as of December 31, 2021, total assets of Qingdao Xiwang property
It is 810362 million yuan, with net assets of -7.7257 million yuan, operating income of 125375 million yuan and net profit of -368200 yuan. (Unaudited)
Through the inquiry of the national enterprise credit information publicity system, Qingdao Xiwang property is not a dishonest person.
3、 Pricing policy and basis of related party transactions
This transaction is conducted according to the fair market price. Based on the principles of voluntariness, equality, honesty and trustworthiness, and based on the appraisal determined by the asset appraisal institution, it is determined by both parties through negotiation. According to the appraisal report (Lu Jian Xin Ping Bao Zi (2022) No. 0301) issued by Shandong Jianxin Assets Appraisal Co., Ltd. and taking February 28, 2022 as the base date, the appraisal is carried out by using the market value type and market method. The appraisal is as follows:
Location real estate certificate housing construction evaluation value (yuan, area not covered (M2) (tax included)
No. 138 Dunhua Road, Shibei District Lu (2018) Qingdao real estate No. 0000804175.412800 China Vanke Co.Ltd(000002) 601
No. 138 Dunhua Road, Shibei District Lu (2018) Qingdao real estate No. 0 Sinotruk Jinan Truck Co.Ltd(000951) 355.365600 China Vanke Co.Ltd(000002) 503
No. 138 Dunhua Road, Shibei District Lu (2018) Qingdao real estate No. 0 Xinxiang Chemical Fibre Co.Ltd(000949) 175.412770 China Vanke Co.Ltd(000002) 501
No. 138 Dunhua Road, Shibei District Lu (2017) Qingdao real estate property No. 0103620178.412800 China Vanke Co.Ltd(000002) 101
No. 138 Dunhua Road, Shibei District Lu (2018) Qingdao real estate No. 0 Cnfc Overseas Fisheries Co.Ltd(000798) 176.9431000 Shenzhen Capstone Industrial Co.Ltd(000038) 01
No. 138 Dunhua Road, Shibei District Lu (2018) Qingdao real estate No. Shenzhen Kaifa Technology Co.Ltd(000021) 7227.3140000 Shenzhen Capstone Industrial Co.Ltd(000038) 02 households
No. 138 Dunhua Road, Shibei District Lu (2018) Qingdao real estate No. 0000745358.4664000 Shenzhen Capstone Industrial Co.Ltd(000038) 03
No. 138 Dunhua Road, Shibei District Lu (2018) Qingdao real estate No. Shenzhen Desay Battery Technology Co.Ltd(000049) 5358.4664000 Shenzhen Capstone Industrial Co.Ltd(000038) 05
No. 138 Dunhua Road, Shibei District Lu (2018) Qingdao real estate No. 0 Yunnan Aluminium Co.Ltd(000807) 227.3140600 Shenzhen Capstone Industrial Co.Ltd(000038) 06
No. 138 Dunhua Road, Shibei District Lu (2018) Qingdao real estate No. 0 Hunan Resun Co.Ltd(001218) 176.9431000 Shenzhen Capstone Industrial Co.Ltd(000038) 07 households
Lu (2018) Qingdao real estate property No. 0033071, No. 138 Dunhua Road, Shibei District, 176.94300000000
Lu (2018) Qingdao real estate property right No. 0032015 No. 227.31390000000 Lu (2018) Qingdao real estate property right No. 0031697 No. 358.4661000 China Tianying Inc(000035) 03 households, No. 138 Dunhua Road, Shibei District
No. 138 Dunhua Road, Shibei District Lu (2018) Qingdao real estate No. 0033819358.4661000 China Tianying Inc(000035) 05
No. 138 Dunhua Road, Shibei District Lu (2018) Qingdao real estate property No. 0032540227.3139000 China Tianying Inc(000035) 06
No. 138 Dunhua Road, Shibei District Lu (2018) Qingdao real estate No. 0032192176.9430000 China Tianying Inc(000035) 07
No. 138 Dunhua Road, Shibei District Lu (2018) Qingdao real estate property No. 00320931565.962291000000 402
Total 5501398994000000
4、 Main contents of the agreement
Party A (seller): Qingdao Xiwang Property Management Co., Ltd
Party B (buyer): Shandong Xiwang Foodstuffs Co.Ltd(000639) Co., Ltd
In accordance with the provisions of the civil code of the people’s Republic of China, the law of the people’s Republic of China on the administration of urban real estate and other relevant laws and regulations, and on the basis of equality, voluntariness, fairness and consensus, the following agreement is reached on the purchase and sale of houses:
Article 1 Party A voluntarily sells 17 sets of real estate, including 402 households, 138 Dunhua Road, Shibei District, Qingdao, to Party B. Party B has also fully understood the specific conditions of the house and land use right, and voluntarily bought the real estate.
The nature of the house is commercial or office, and the property right belongs to Qingdao Xiwang Property Management Co., Ltd.
Article 2 transaction price and payment method
(I) according to the appraisal report issued by Shandong Jianxin Assets Appraisal Co., Ltd., the total price of the property is 89.94 million yuan (excluding tax). Through negotiation between the buyer and the seller, the total transaction price of the above house is RMB 89.94 million (including tax), and the price includes its ancillary facilities and equipment, decoration, related articles and all other rights related to the above house.
(II) payment method is as follows:
1. Payment method: lump sum payment
2. Both parties shall pay the house price within 30 days after completing the house ownership transfer procedures, which is RMB 8994000000 (in words) eighty-nine million nine hundred and forty thousand only.
Article 3 registration of ownership transfer
Both parties agree to jointly apply to the housing ownership registration department for housing ownership transfer registration procedures in accordance with relevant regulations. When both parties handle the transfer procedures of relevant property rights of the above-mentioned houses, the Seller shall fully assist in cooperation and provide relevant materials and certificates. If the transfer cannot be made in time due to the seller’s reasons, the Seller shall bear all liabilities such as breach of contract and compensate the buyer for all losses.
Article 4 commitment of house property rights and specific conditions
The Seller guarantees that there is no property right dispute over the above-mentioned house, and the seller is the only property right owner of the above-mentioned house. During the transfer of the ownership of the above-mentioned house, if the house cannot be successfully transferred to the buyer’s name due to the problem of property right, the Seller shall bear all losses incurred by the buyer and bear the liability for breach of contract to the buyer. The Seller guarantees that it has truthfully stated the ownership status of the above-mentioned house, auxiliary facilities and equipment, decoration and related relations.
The property management fee, water, electricity and other related expenses incurred before the delivery date of the house shall be borne by the seller, and the expenses incurred after the delivery date (including the day) shall be borne by the buyer.
5、 Transaction purpose and impact on Listed Companies
In order to meet the office needs of the company and its subsidiaries and further optimize the office environment, Shandong Xiwang Foodstuffs Co.Ltd(000639) plans to purchase 17 sets of real estate located in 402, No. 138 Dunhua Road, Shibei District, Qingdao as office space, which is in line with the company’s long-term development strategy.
The funds for the purchase of real estate are the company’s own funds, which will not have a significant impact on the company’s daily operation and financial status. Moreover, the transaction pricing is based on the valuation determined by the asset appraisal institution, which is determined by both parties through fair negotiation. The transaction price is fair and reasonable, and this transaction will not affect the independence of the company.
6、 Accumulated various connected transactions with the connected person
From the beginning of this year to the disclosure date of this announcement, the accumulated amount of various related party transactions between the company and Qingdao Xiwang property is 0 yuan.
7、 Prior approval opinions and independent opinions of independent directors
Prior approval opinion: after carefully reviewing the relevant materials involved in this proposal, the independent directors believe that the transaction price is of reference value and fair price, which is conducive to the continuous and stable operation and development of the company, in line with the interests of all shareholders, and there is no damage to the interests of the company and other shareholders, especially small and medium-sized shareholders. The independent directors agree to submit the related party transaction to the board of directors for deliberation.
Independent opinion: the transaction price is fair, fair and reasonable, and follows the principles of voluntariness, openness and integrity. There is no situation that damages the interests of the company and its shareholders, especially small and medium-sized shareholders, nor does it transfer interests to related parties, which will not affect the independence of the company. When the board of Directors voted on the related party transaction, the related directors avoided voting on the proposal according to law. The convening, convening and voting procedures of the board meeting shall comply with the relevant provisions of the articles of association.
It is hereby announced.
Xiwang Foodstuffs Co.Ltd(000639) March 8, 2002
