Haitong Securities Company Limited(600837)
About Hvsen Biotechnology Co.Ltd(300871)
Verification opinions on signing engineering project contracts between wholly-owned subsidiaries and related parties
Haitong Securities Company Limited(600837) (hereinafter referred to as ” Haitong Securities Company Limited(600837) ” or “sponsor”) as a sponsor of Hvsen Biotechnology Co.Ltd(300871) (hereinafter referred to as ” Hvsen Biotechnology Co.Ltd(300871) ” or “company”) issuing convertible corporate bonds to unspecified objects, In accordance with the measures for the administration of securities issuance and listing recommendation business, the Listing Rules of Shenzhen Stock Exchange on the growth enterprise market and the guidelines for self discipline supervision of listed companies on the Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on the growth enterprise market and other relevant provisions, the project contracts signed between Hvsen Biotechnology Co.Ltd(300871) wholly-owned subsidiaries and related parties have been carefully and prudently verified, The details are as follows:
1、 Overview of related party transactions
According to the production and operation needs of the company, Hubei Hvsen Biotechnology Co.Ltd(300871) Technology Co., Ltd. (hereinafter referred to as “Hubei Huisheng”), a wholly-owned subsidiary of the company, intends to sign the contract for purification and decoration project of 0328 extraction workshop a fine baking bag and fermentation workshop a strain room of Hubei Hvsen Biotechnology Co.Ltd(300871) Technology Co., Ltd. (hereinafter referred to as “project contract”) with keshengpeng Environmental Technology Co., Ltd. (hereinafter referred to as “keshengpeng company”) ）, keshengpeng company provided “Hubei Huisheng 0328 extraction workshop a fine baking bag, fermentation workshop a strain room purification and decoration project” for Hubei Huisheng, with a contract amount of 4.15 million yuan and a contract duration of 90 calendar days. The above contract was reviewed and approved by the board of directors of the company and signed by both parties on March 10, 2022.
As the relatives of Ms. Zhou Jian, a senior manager of the company, hold key management positions in keshengpeng Environmental Technology Co., Ltd., this transaction constitutes a connected transaction in accordance with the relevant provisions of the GEM Listing Rules of Shenzhen Stock Exchange, the articles of association and the management system of connected transactions.
At the 23rd Meeting of the second board of directors of the company, the proposal on signing engineering project contracts between wholly-owned subsidiaries of the company and related parties was adopted with “5 votes in favor, 0 votes against and 0 abstention”. The proposal does not involve the withdrawal of related directors from voting. The amount of this connected transaction is within the approval authority of the board of directors and does not need to be submitted to the general meeting of shareholders for deliberation.
This connected transaction does not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies, nor does it constitute a reorganization and listing.
2、 Basic information of related parties
1. Introduction to related parties
Company name: keshengpeng Environmental Technology Co., Ltd
Unified social credit Code: 914201007581629512
Enterprise type: other limited liability companies
Registered capital: 60 million yuan
Legal representative: ye fabo
Address: building 3D, optical valley Huijin center, No. 18, fourth financial Port Road, Wuhan East Lake High Technology Group Co.Ltd(600133) District, Wuhan
Date of establishment: January 16, 2004
Actual controller: ye fabo
Business scope: technology development, technology transfer, technical consultation and technical services of clean technology; General contracting of mechanical and electrical engineering construction; Design, procurement and construction of clean room system engineering; General contracting of Construction Engineering (operating with license); Project management; Design and construction of Building Decoration Engineering, steel structure engineering, fire fighting facilities engineering, electronic and intelligent engineering; Design and installation of penstock; Installation and maintenance of pressure vessels (operating with license); Purification engineering design and construction of hospital operating room, ICU (intensive care unit) and disinfection supply room; R & D, production, installation, maintenance, wholesale and retail of purified air conditioning, central air conditioning, HVAC and water treatment equipment and laboratory equipment (excluding measuring instruments); Wholesale and retail of class II medical devices and class III medical devices; Environmental protection engineering construction; Sales of building materials; Sales of special equipment (except for projects subject to approval according to law, business activities shall be carried out independently according to law with business license).
2. History and development of main businesses in recent three years
Founded in 2004, keshengpeng company is a service provider specializing in providing overall clean environment solutions for various types of controlled environments such as pharmaceutical, electronic and food industrial clean workshops, hospital operating rooms and biosafety laboratories. Its business areas cover the in-depth design, production, manufacturing, installation and supporting works of all types of clean environment systems, as well as testing, verification Maintenance and other value-added services. Keshengpeng company is a national high-tech enterprise, with national grade II general contracting of electromechanical engineering construction, grade I professional contracting of building electromechanical installation engineering, grade I professional contracting of Building Decoration Engineering, grade I professional contracting of electronics and intelligence, grade II professional contracting of fire-fighting facilities engineering, grade III professional contracting of environmental protection engineering Building decoration engineering design special class B design and other qualifications, and has more than 40 building environment cleaning technology patents. The company’s main business has developed well in recent three years.
3. Main financial indicators
As of December 31, 2021 (audited), the total assets of Ke Shengpeng are 307831400 yuan and the net assets are 13470700 yuan; In 2021, the operating income was 272203800 yuan and the net profit was 21754200 yuan;
As of December 31, 2020 (audited), the total assets of Ke Shengpeng were RMB 212366 million and the net assets were RMB 1129465 million; In 2021, the operating revenue was 2073533 million yuan and the net profit was 112329 million yuan.
4. Association description
As the relatives of Ms. Zhou Jian, a senior manager of the company, hold key management positions in keshengpeng Environmental Technology Co., Ltd., this transaction constitutes a related party transaction.
5. Performance capacity
Keshengpeng company exists in accordance with the law and operates normally. It has good production and operation conditions and financial conditions. It can normally perform the contents agreed in the contract and has the ability to perform the contract. Upon inquiry, keshengpeng company is not the person to be executed for breach of faith. 3、 Main contents of related party transactions
Due to the construction needs of the company’s initial public offering over raised project “tylosin project with an annual output of 1000 tons”, Hubei Huisheng, the main body of the project, plans to sign the contract for the purification and decoration project of 0328 fine baking bag in extraction workshop a and strain room in fermentation workshop a of Hubei Hvsen Biotechnology Co.Ltd(300871) Technology Co., Ltd. with keshengpeng company, with the contract amount of 4.15 million yuan.
The contracting scope of the above project contract: fine drying package of extraction workshop a of Hubei Hvsen Biotechnology Co.Ltd(300871) Technology Co., Ltd., purification and decoration project of strain room of fermentation workshop a, HVAC project on the first floor of fermentation workshop a and purified water pipeline connection project after distribution system.
4、 Pricing policy and basis of related party transactions
This connected transaction adopts the bidding method to determine the contract supplier and contract price, which is not substantially different from the pricing principle of non connected transactions; The business relationship is determined in the form of contract. The settlement method and payment arrangement are not different from other non related party transactions, and there is no damage to the interests of the company and shareholders.
5、 Main contents of related party transaction agreement
Party A (full name of the employer): Hubei Hvsen Biotechnology Co.Ltd(300871) Technology Co., Ltd
Party B (full name of the Contractor): keshengpeng Environmental Technology Co., Ltd
In accordance with the civil code of the people’s Republic of China, the construction law of the people’s Republic of China and other relevant laws and administrative regulations, and following the principles of equality, voluntariness, fairness and good faith, both parties reach an agreement on the construction of the project and enter into the project contract. The main contents are as follows:
1. Contract overview
1.1 project name: Hubei Huisheng 0328 project extraction workshop a fine baking bag, fermentation workshop a strain room purification and decoration project
1.2 project location: South chengheng Road, Hubei Province
1.3 project content: extraction of fine drying bag in workshop a, purification and decoration project of strain room in workshop a, HVAC project on the first floor of workshop a and purified water pipeline connection project after distribution system
2. Contracting scope and mode
2.1 contracting scope: Hubei Hvsen Biotechnology Co.Ltd(300871) Technology Co., Ltd. extraction of fine drying bag in workshop a, purification and decoration project of strain room in fermentation workshop a, HVAC project on the first floor of fermentation workshop a and purified water pipeline connection project after distribution system.
2.2 contracting method: contract labor, materials, machinery, construction period, quality, safe and civilized construction, construction measures, management fees and profits, acceptance, unforeseen expenses and all taxes.
3. Contract duration
90 calendar days from the commencement date.
4. Quality standards and technical requirements
The project shall meet excellent quality standards. The project shall comply with the current national, industrial and local standards (including Atlas), specifications and regulations on construction, technology, quality and archives. In addition, it must also implement the standards, specifications and regulations provided by Party A (including the parts specified in the design drawings). The evaluation of quality standards shall be based on the current national, local government, industry and Party A’s quality inspection and evaluation standards and contract requirements. Party B shall strictly comply with all specification provisions related to the content of the construction project, whether they are mandatory or not. In case of inconsistency between various specifications and standards, the most demanding and latest provisions shall prevail.
5. Contract price and payment
5.1 the pricing method is the total contract price (including tax) of 4.15 million yuan (RMB).
5.2 payment method of project funds: pay by stages according to the construction progress.
6、 Purpose and impact of related party transactions on the company
The engineering project contract signed by Hubei Huisheng and the related party keshengpeng company is required for the construction of the company’s engineering projects. The company, Hubei Huisheng and keshengpeng are independent legal persons and operate independently. They are independent of each other in terms of assets, finance and personnel. The pricing of this connected transaction adopts the method of bidding, which is not materially different from the pricing principle of non connected parties, and the price is fair and reasonable. The company’s main business will not rely on related parties due to this transaction, will not affect the company’s business independence and sustainable operation ability, and will not damage the interests of the company and shareholders.
7、 Accumulated various connected transactions with the connected person
In addition to this transaction, the cumulative amount of related party transactions between the company and related parties from the beginning of 2022 to the disclosure date of this announcement is 2.88 million yuan.
8、 Opinions of the board of directors
On March 10, 2022, the company held the 23rd Meeting of the second board of directors, deliberated and adopted the proposal on signing engineering project contracts between wholly-owned subsidiaries of the company and related parties. The matter involves related party transactions, and the transaction amount is within the approval authority of the board of directors, so it is not necessary to submit it to the general meeting of shareholders for deliberation.
9、 Opinions of the board of supervisors
On March 10, 2022, the company held the 20th meeting of the second board of supervisors, deliberated and adopted the proposal on signing engineering project contracts between wholly-owned subsidiaries of the company and related parties. The board of supervisors held that:
The purpose of the related party transaction between the wholly-owned subsidiary of the company and related parties is to make the construction of the “1000 ton tylosin project” of the raised investment project smoothly implemented and meet the production and operation needs of the company. The pricing policy and basis of the related party transaction are fair and reasonable, will not have an adverse impact on the financial status, sustainable operation ability and independence of the listed company, and will not damage the interests of the company and shareholders, especially the interests of minority shareholders. It meets the regulatory requirements and unanimously agrees to the transaction.
10、 Independent opinions of independent directors
After deliberation, the purpose of the related party transaction between the company’s subsidiaries and related parties is to make the construction of the raised investment project “tylosin project with an annual output of 1000 tons” smoothly implemented. The related party transaction complies with the relevant provisions of the Shenzhen Stock Exchange GEM Listing Rules, the articles of Association, the related party transaction management system and so on, and the pricing policy and basis are fair and reasonable. This connected transaction does not damage the interests of the company and all shareholders, especially the unrelated shareholders, and will not affect the company’s financial status, sustainable operation ability and independence, nor will it rely on or be controlled by the related parties. Therefore, the independent directors unanimously agreed on this related party transaction.
11、 Verification opinions of the recommendation institution
After verification, the sponsor believes that the above related party transactions have been deliberated and approved by the board of directors and the board of supervisors of the company, and do not involve the avoidance of voting by related directors. The independent directors of the company have expressed their independent opinions on the matter, The decision-making procedures for the above matters comply with the relevant provisions of laws and regulations such as the measures for the administration of securities issuance and listing recommendation business, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies, and the articles of association, The purpose of the related party transaction is to ensure the smooth implementation of the project construction of the raised investment project “tylosin project with an annual output of 1000 tons”. The pricing policy and basis are fair and reasonable, will not have an adverse impact on the financial status, sustainable operation ability and independence of the listed company, and will not damage the interests of the company and all shareholders. The sponsor has no objection to the project contract signed between Hvsen Biotechnology Co.Ltd(300871) wholly-owned subsidiary and related parties.
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(there is no text on this page, which is the signature and seal page of Haitong Securities Company Limited(600837) verification opinions on signing engineering project contract between Hvsen Biotechnology Co.Ltd(300871) wholly owned subsidiary and related parties) signature of sponsor representative:
Chen Yuan, Han Chao
Haitong Securities Company Limited(600837) March 10, 2022
