China Securities Co.Ltd(601066)
About Guangxi Bossco Environmental Protection Technology Co.Ltd(300422)
Verification opinions on signing the entrusted management contract and related party transactions
China Securities Co.Ltd(601066) (hereinafter referred to as " China Securities Co.Ltd(601066) securities" and "sponsor") as the continuous supervision organization of Guangxi Bossco Environmental Protection Technology Co.Ltd(300422) (hereinafter referred to as "company" and " Guangxi Bossco Environmental Protection Technology Co.Ltd(300422) "), According to the Listing Rules of Shenzhen Stock Exchange gem, the guidelines for the standardized operation of companies listed on Shenzhen Stock Exchange gem and the guidelines for the recommendation of companies listed on Shenzhen Stock Exchange, the entrusted management contract and related party transactions signed by Guangxi Bossco Environmental Protection Technology Co.Ltd(300422) have been carefully verified. The verification results are as follows:
1、 Overview of related party transactions
In view of the overlap between the controlling shareholder Guangzhou Environmental Protection Investment Group Co., Ltd. (hereinafter referred to as "Guangzhou Environmental Investment Group") and the company's business in hazardous waste treatment, cleaning and soil remediation, in order to standardize and solve potential horizontal competition problems, Guangzhou Environmental Investment Group has issued the letter of commitment on avoiding horizontal competition, the supplementary letter of commitment on avoiding horizontal competition and《
<关于避免同业竞争的承诺函>
Supplementary commitments of the. For details, see the company's disclosure on the gem information disclosure website designated by the CSRC (cninfo: http://www.cn.info.com..cn./ ）Relevant announcements.
Guangzhou environmental investment and Environment Group Co., Ltd. (hereinafter referred to as "Guangzhou environmental investment and environment company") is a wholly-owned subsidiary of Guangzhou environmental investment group. It is mainly engaged in providing domestic waste cleaning, collection and transportation services in Guangzhou, which coincides with the environmental sanitation integration of the company. According to the certificate issued by Guangzhou Environmental Investment Group on July 16, 2021《
<关于避免同业竞争的承诺函>
"As of the date of issuance of this commitment, if the term of cleaning and cleaning projects is more than 1 year, the company will deal with such projects, including but not limited to entrusted operation and entrusted management, and sign relevant agreements with the listed company or its subsidiaries before December 31, 2021, if permitted by laws and regulations." In order to fulfill the above commitments and effectively protect the interests of the company and all shareholders, especially the minority shareholders, Guangzhou environmental investment group and its wholly-owned subsidiary Guangzhou environmental investment environment company intend to sign the entrusted management contract with the company to entrust the company with the management of some cleaning and cleaning projects, and the company will provide management guidance and consulting services for the production and operation activities of the entrusted projects.
According to articles 7.2.3 and 7.2.11 of Shenzhen Stock Exchange GEM Listing Rules (revised in December 2020), Guangzhou environmental investment group and its wholly-owned subsidiary Guangzhou environmental investment environment company are related parties of the company, and this transaction constitutes a related party transaction. This related party transaction has been approved at the 13th meeting of the 5th board of directors and the 11th meeting of the 5th board of supervisors. Related directors and related supervisors have avoided voting on relevant proposals, independent directors have issued their prior approval opinions and agreed independent opinions, and continuously supervised the recommendation institution to issue special verification opinions. If this transaction is implemented, the cumulative amount of related party transactions between the company and the same related person will exceed 5% of the absolute value of the company's latest audited net assets. This related party transaction shall be submitted to the general meeting of shareholders of the company for deliberation.
This related party transaction does not constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies, and does not need to be approved by relevant departments.
2、 Basic information of related parties
(i) Guangzhou Environmental Protection Investment Group Co., Ltd
Name of related party: Guangzhou Environmental Protection Investment Group Co., Ltd
Unified social credit code 91440101671815024a legal representative Li Shuijiang
Company type limited liability company (state-owned holding) was established on January 23, 2008
The registered capital is 3.544 billion yuan
Registered address: room 03, second floor, No. 733 (1), Dongfeng East Road, Yuexiu District, Guangzhou
The main business of Guangzhou environmental investment group is a comprehensive business in the field of environmental protection. It has the whole industrial chain of urban solid waste collection, transit transportation and terminal treatment. Its business covers clean energy production (waste incineration, photovoltaic power generation and biogas power generation), solid waste resource development (sanitary landfill, kitchen treatment, hazardous waste disposal, sludge treatment and other solid waste disposal) Environmental protection equipment manufacturing (waste incineration equipment, transport vehicles and transfer equipment) and modern environmental protection services (environmental protection technical services and financial services). Guangzhou environmental investment group takes domestic waste treatment as its core business.
Guangzhou Municipal People's Government
100%
Guangzhou Industrial Investment Holding Group Co., Ltd
Equity control relationship
84.90%15.10%
Guangzhou Environmental Protection Investment Group Co., Ltd
End of 2020 / year 2020 end of September 2021 / September 30, 2021 (audited) (Unaudited)
Total assets 1931304.093900686.21
Main financial data net assets 589103.24977562.95
(unit: 10000 yuan) total liabilities 1342200.842923123.26
Operating income 285834.25400493.59
Total profit 36027.3146274.35
Net profit 33428.1240298.38
Guangzhou environmental investment group is the controlling shareholder of the company. According to the relevant provisions of article 7.2.3 of the association rules for GEM Listing of Shenzhen Stock Exchange (revised in December 2020), Guangzhou environmental investment group forms an association relationship with the company.
Performance capability Guangzhou environmental investment group is a state-owned holding enterprise with normal operation. It is not a dishonest executee and has the performance capability.
Litigation in the last five years, no administrative punishment (except those obviously unrelated to the securities market), criminal punishment or major civil litigation or arbitration related to economic disputes in the last five years.
（2） Guangzhou huantou Environment Group Co., Ltd
Name of related party: Guangzhou Environmental Investment Group Co., Ltd
Unified social credit code 91440101ma5ap4yd5l legal representative Qin Yiqiang
Company type: limited liability company (sole proprietorship of legal person) date of establishment: January 12, 2018
Registered capital: RMB 141.7743 million
Registered address: room 03, second floor, No. 733 (1), Dongfeng East Road, Yuexiu District, Guangzhou
The main business of Guangzhou environmental investment environment Co., Ltd. is mainly engaged in providing operational cleaning, collection and transportation services of domestic waste in Guangzhou.
Equity control relationship Guangzhou environmental investment group holds 100% equity of Guangzhou environmental investment environment company
End of 2020 / year 2020 end of September 2021 / September 30, 2021 (audited) (Unaudited)
Total assets 19891.6929486.60
Main financial data net assets 7515.0416182.18
(unit: 10000 yuan) total liabilities 123766513304.43
Operating income 23865.4511126.45
Total profit 980.511319.90
Net profit 734.431172.64
Guangzhou environmental investment environment Co., Ltd. is an enterprise directly controlled by Guangzhou environmental investment group, the controlling shareholder of the company. According to the relevant provisions of article 7.2.3 of the Listing Rules of gem shares of Shenzhen Stock Exchange (revised in December 2020), Guangzhou environmental investment environment Co., Ltd. forms an association with the company
Performance capability Guangzhou environmental investment environment Co., Ltd. is a state-owned holding enterprise with normal operation. It is not a dishonest executee and has the performance capability.
In the last five years, Guangzhou environmental investment and environment Corporation and its directors, supervisors and senior managers have not been subject to administrative punishment (except those obviously unrelated to the securities market), criminal punishment or major civil litigation or arbitration related to economic disputes in the last five years.
3、 Fairness and rationality of related party transactions
The entrusted management contract signed by the company with Guangzhou environmental investment group and its wholly-owned subsidiary Guangzhou environmental investment environment Co., Ltd. follows the principle of equality and mutual benefit. The standard of entrusted management fee refers to the level of market cases. The transaction pricing is fair and reasonable, and there is no damage to the interests of the company and all shareholders.
4、 Content of related party transaction contract
The main contents of the entrusted management contract signed by the company with Guangzhou environmental investment group and its wholly-owned subsidiary Guangzhou environmental investment environment company are as follows:
Party A I (client I): Guangzhou Environmental Protection Investment Group Co., Ltd
Party A 2 (client 2): Guangzhou Environmental Investment Group Co., Ltd
Party B (trustee): Guangxi Bossco Environmental Protection Technology Co.Ltd(300422)
1. Period of entrusted management
Party A entrusts Party B with the management of some of its projects. The entrusted management period is from January 1, 2022 to December 31, 2025 ("entrusted management period").
2. Entrusted management matters
(1) Party A entrusts Party B to provide management guidance and consulting services for the production and operation activities of the entrusted project, including but not limited to providing management guidance and consulting services in procurement, sales, production and operation, financial management, etc.
(2) Party B will assist (but does not guarantee) in dealing with all major legal and financial problems and defects of the entrusted project, so as to ensure that it has the conditions to inject into Party B or solve the problem of horizontal competition in other ways.
3. Remuneration for entrusted management
Party A and Party B agree to pay Party B service remuneration at the rate of 600000.00 yuan (in words: six hundred thousand yuan only) per year, and pay the management fee for the first year within 15 working days after receiving the VAT invoice with the tax rate of 6% equivalent to the payment amount that Party B shall provide to Party A and Party B, The management fee for the second and subsequent years is due in the previous year (December 31 of each year) and shall be paid within 15 working days after receiving the VAT invoice with the tax rate of 6% equivalent to the payment amount that Party B shall provide to Party A. If the national tax rate is adjusted accordingly, the tax rate shall be adjusted accordingly according to national policies.
If the entrusted management period is less than the complete accounting year, it shall be calculated according to the proportion of the actual entrusted management time in the natural year (i.e. actual entrusted management days / 360).
During the performance of this contract, in case of major changes in production and operation, both parties shall negotiate separately and adjust the entrusted remuneration standard as appropriate.
4. Rights and obligations of the entrusting party and the entrusted party
(1) Rights and obligations of the entrusting party
① Necessary authorizations or approvals required for the performance of this contract;
② For Party B
