Securities code: 600598 securities abbreviation: Heilongjiang Agriculture Company Limited(600598) Announcement No.: 2021-050
Heilongjiang Agriculture Company Limited(600598)
Announcement on the (Interim) resolution of the 8th meeting of the 7th board of directors
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Heilongjiang Agriculture Company Limited(600598) (hereinafter referred to as "the company") convened the eighth meeting (Interim) of the seventh board of directors on December 30, 2021. The meeting notice was sent by hand, fax and e-mail on December 22, 2021. The meeting voted by means of communication. 9 directors should participate in the voting and 9 actually participated in the voting. The meeting complies with the relevant provisions of the company law and the articles of association, and the convening of the meeting and the matters proposed are legal and effective. The meeting adopted the following resolutions:
1、 Heilongjiang Agriculture Company Limited(600598) proposal on related party transactions of Qindeli branch in purchasing the assets of Heilongjiang Agriculture Company Limited(600598) group Heilongjiang Qindeli farm Co., Ltd. cement sun farm and farm tool parking lot
Heilongjiang Agriculture Company Limited(600598) Qindeli branch (hereinafter referred to as "Qindeli branch") has negotiated with Heilongjiang Agriculture Company Limited(600598) group Heilongjiang Qindeli farm Co., Ltd. (hereinafter referred to as "Qindeli farm") in order to strengthen the construction of agricultural infrastructure, further enhance the comprehensive agricultural production capacity and meet the needs of agricultural machinery parking, grain drying and storage of the branch, It is proposed to purchase 20000 square meters of cement sun farm and 16000 square meters of cement farm tools parking lot of Qindeli farm for agricultural production and operation.
According to the assets appraisal report (heilongken pingbao Zi [2021] No. 135) issued by Heilongjiang longken Assets Appraisal Co., Ltd. on June 2, 2021, which takes January 1, 2021 as the appraisal base date, the original value of the above assets is 7031481.77 yuan, the net value is 5695920.00 yuan, and the added value is 1264.92 yuan, The value-added rate is 0.02%.
The transaction contents (the agreement has not been signed, and the main contents are as follows): 1. Qindeli farm agrees to sell the above assets to Qindeli branch. 2. Through the national Zhongpai platform trading network (Heilongjiang), both parties take the asset appraisal value of 5695920.00 yuan issued by Heilongjiang longken Asset Appraisal Co., Ltd. as the transaction basis, and the transaction price is 5695920.00 yuan. 3. Within 30 days after the agreement is signed and takes effect, Qindeli farm shall complete the transfer of all rights certificates of the assets in the agreement to Qindeli branch, and transfer the actual control right of the assets to Qindeli branch within 15 days after the agreement is signed and takes effect. After it is confirmed by Qindeli branch, Qindeli branch shall pay a lump sum of RMB 5695920.00 to Qindeli farm in currency within 30 working days. 4. Both parties agree that the appraisal fee, property right transaction fee and tax incurred in the process of asset purchase shall be borne by Qindeli farm, and half of the auction commission shall be borne by both parties.
Since Heilongjiang Agriculture Company Limited(600598) agricultural reclamation Group Co., Ltd. is the parent company of the company and Qindeli farm, this transaction constitutes a related party transaction.
This proposal involves connected transactions. Mr. Wang Shoucong, the chairman of the company, Mr. Ma Zhongzhi, Mr. Ye Fengyi, Mr. Gao Jianguo and Mr. Wang Shoujiang are the connected directors of this proposal. They abstain from voting on this proposal, and the non connected directors (independent directors) unanimously (4 votes) approve this proposal.
The independent directors approved the proposal in advance and expressed independent opinions: we have carefully reviewed the related party transactions of Qindeli branch in purchasing the assets of Heilongjiang Agriculture Company Limited(600598) group Heilongjiang Qindeli farm Co., Ltd. cement sun farm and farm tool parking lot, and believe that the transaction is in line with the principles of good faith, openness, fairness and impartiality, It will not affect the independence of the company's assets, is in line with the interests of the company and all shareholders, and does not damage the interests of the company and other shareholders.
4 in favor, 0 against and 0 abstention.
2、 Heilongjiang Agriculture Company Limited(600598) proposal on related party transactions of Xingkai Lake branch in purchasing some agricultural infrastructure assets of Heilongjiang Agriculture Company Limited(600598) group Heilongjiang Xingkai Lake Farm Co., Ltd
Heilongjiang Agriculture Company Limited(600598) Xingkai Lake Branch (hereinafter referred to as "Xingkai Lake branch") negotiated with Heilongjiang Agriculture Company Limited(600598) group Heilongjiang Xingkai Lake Farm Co., Ltd. (hereinafter referred to as "Xingkai Lake farm") to meet the needs of seed soaking, germination, grain drying and storage, solve the reserves of means of production and reduce economic losses, It is proposed to purchase 22 agricultural infrastructure assets of Xingkai Lake Farm (including 3 sun farms and supporting facilities, 1 germination base and supporting facilities) for agricultural production and operation.
According to the assets appraisal report (zhongtonghua heipingbao Zi (2021) No. 017) issued by zhongtonghua assets appraisal (Heilongjiang) Co., Ltd. on July 27, 2021 and taking June 30, 2021 as the appraisal base date, the total original value of the above assets is 23410295.52 yuan, the net value is 15531844.00 yuan, the appreciation is 1895714.16 yuan, and the appreciation rate is 13.90%. Source of funds for asset purchase: company investment. The transaction contents (the agreement has not been signed, and the main contents are as follows): 1. Xingkai Lake Farm agrees to sell the above assets to Xingkai Lake branch. 2. Through the national Zhongpai platform trading network (Heilongjiang), both parties take the asset appraisal value of 15531844.00 yuan issued by zhongtonghua asset appraisal (Heilongjiang) Co., Ltd. as the transaction basis, and the transaction price is 15531844.00 yuan. 3. Within 30 days after the agreement is signed and takes effect, Xingkai Lake farm shall complete the transfer of all right certificates of the assets in the agreement to Xingkai Lake Branch, and transfer the actual control right of the assets to Xingkai Lake branch within 15 days after the agreement is signed and takes effect. After it is confirmed by Xingkai Lake Branch, Xingkai Lake branch shall pay RMB 15531844.00 to Xingkai Lake farm in one time in currency within 30 working days. 4. Both parties agree that the appraisal fee incurred in the process of asset purchase shall be borne by Xingkai Lake farm, and the property right transaction fee and tax shall be borne by the buyer and the seller in accordance with the specified proportion.
Since Heilongjiang Agriculture Company Limited(600598) Nongken Group Co., Ltd. is the parent company of the company and Xingkai Lake farm, this transaction constitutes a related party transaction.
This proposal involves connected transactions. Mr. Wang Shoucong, the chairman of the company, Mr. Ma Zhongzhi, Mr. Ye Fengyi, Mr. Gao Jianguo and Mr. Wang Shoujiang are the connected directors of this proposal. They abstain from voting on this proposal, and the non connected directors (independent directors) unanimously (4 votes) approve this proposal.
The independent directors approved the proposal in advance and expressed independent opinions: we carefully reviewed the related party transactions of Xingkai Lake branch in purchasing some agricultural infrastructure assets of Heilongjiang Agriculture Company Limited(600598) group Heilongjiang Xingkai Lake Farm Co., Ltd., and believed that the transaction was in line with the principles of good faith, openness, fairness and impartiality, It will not affect the independence of the company's assets, is in line with the interests of the company and all shareholders, and does not damage the interests of the company and other shareholders.
4 in favor, 0 against and 0 abstention.
3、 Heilongjiang Agriculture Company Limited(600598) proposal on the formulation of the implementation plan for the implementation of tenure system and contractual management of management members of the company
9 in favor, 0 against and 0 abstention.
4、 Heilongjiang Agriculture Company Limited(600598) proposal on Revising the company's safety emergency management system
9 in favor, 0 against and 0 abstention.
It is hereby announced.
Heilongjiang Agriculture Company Limited(600598) board of directors
December 31, 2001
