Securities code: 600598 securities abbreviation: Heilongjiang Agriculture Company Limited(600598) Announcement No.: 2021-053
Heilongjiang Agriculture Company Limited(600598) about Xingkai Lake Branch purchasing Heilongjiang Agriculture Company Limited(600598) group Heilongjiang Xingkai Lake Farm Co., Ltd
Announcement on related party transactions of some agricultural infrastructure assets
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.
Important content tips:
● transaction content: 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.
● in the past 12 months, the company has had two such related party transactions (including this one), with a total amount of 21227764.00 yuan. ● avoidance of related parties: as Heilongjiang Agriculture Company Limited(600598) agricultural reclamation Group Co., Ltd. is the parent company of the company and Xingkai Lake farm, this transaction constitutes a related party transaction. When the board of directors deliberated this proposal, the related directors withdrew, and the independent directors of the company approved this related party transaction in advance and expressed independent opinions.
● impact of the transaction on the company: after the completion of the transaction, it can effectively solve the problems of grain storage and drying in agricultural production, supplement the shortcomings of the branch’s agricultural infrastructure, build an agricultural modernization and standardized production base, implement the company’s “1221” strategic planning measures, and provide a solid foundation for increasing agricultural production and generating farmers’ income.
1、 Overview of related party transactions
In order to meet the needs of seed soaking and germination, grain drying and storage, solve the reserve of means of production and reduce economic losses, Xingkai Lake branch plans to purchase 22 agricultural infrastructure assets of Xingkai Lake Farm (including 3 sun farms and supporting facilities assets, 1 germination base and supporting facilities assets) through consultation with Heilongjiang Agriculture Company Limited(600598) group Heilongjiang Xingkai Lake Farm Co., Ltd, For agricultural production and operation. This connected transaction does not constitute a major asset restructuring as stipulated in the administrative measures for major asset restructuring of listed companies. 2、 Introduction to related parties
(i) Introduction to related party relationship
The counterparty of this transaction is Heilongjiang Agriculture Company Limited(600598) group Heilongjiang Xingkai Lake Farm Co., Ltd., which is a wholly-owned subsidiary of Heilongjiang Agriculture Company Limited(600598) agricultural reclamation Group Co., Ltd. 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.
（2） Basic information of related parties
Company name: Heilongjiang Agriculture Company Limited(600598) group Heilongjiang Xingkai Lake Farm Co., Ltd
Unified social credit Code: 912330034110525e
Enterprise type: limited liability company (sole proprietorship of legal person invested or controlled by non natural person)
Legal representative: Liu Yannian
Date of establishment: February 28, 2003
Address: Xingkai Lake farm, Mishan City, Jixi City, Heilongjiang Province
Registered capital: 105 million yuan
Business scope: grain planting; Legume planting; Grain purchase; Primary Shenzhen Agricultural Products Group Co.Ltd(000061) acquisition; Primary processing of edible Shenzhen Agricultural Products Group Co.Ltd(000061) ; Food sales; Wholesale of pesticides; Fertilizer sales; Fertilizer sales; Heat production and supply; Lease of land use right; Non residential real estate leasing; Production and supply of tap water; Mechanical equipment leasing; Office equipment leasing services; Irrigation services; Technical services, technology development, technology exchange, technology transfer and technology promotion; Highway management and maintenance; Funeral services; Engineering management services; Housing lease; Real estate registration agency services; estate management; Housing demolition services; Municipal solid waste business services; Fishing; Aquaculture; Animal husbandry; Retail of aquatic products; Animal Husbandry Specialty and auxiliary activities; Crop pest control services; Pesticide retail; Production, sales, processing, transportation, storage and other related services of Shenzhen Agricultural Products Group Co.Ltd(000061) ; Grain and oil storage services; Internet sales (except sales of goods requiring license); Food Internet sales; Advertising; Accommodation services; Vegetable planting; Forest management and management; Tree planting and management; Wood processing; Timber sales; Timber mining and transportation; Forest seed production and management; Rough processing of non edible forest products; Flower planting; Gift flower sales; Planting of horticultural products; Planting of Chinese herbal medicine; Purchase and sale of Chinese herbal medicine (excluding Chinese herbal pieces) in the real estate; Sales of horticultural products; Edible fungus planting; Food Shenzhen Agricultural Products Group Co.Ltd(000061) retail; Forestry pest control services; Collection of forest products; Sales of forestry products.
In 2020, the total operating income is 155848763.53 yuan, the total operating expenditure is 112390768.25 yuan, the operating profit is 43457995.28 yuan and the net profit is 23581580.03 yuan; The total assets are 778176899.57 yuan, the total liabilities are 835159016.02 yuan, the owner’s equity is -56982116.45 yuan, and the asset liability ratio is 107% (excluding the liabilities of Longmei and rice industry, the asset liability ratio is 68%). From January to October 2021, the total operating income was 132237360.62 yuan, the total operating expenditure was 32379384.54 yuan, and the operating profit was
99857976.08 yuan, net profit 4151854.31 yuan; The total assets are 758177481.11 yuan, the total liabilities are 815263743.25 yuan, the owner’s equity is -57086262.14 yuan, and the asset liability ratio is 107% (excluding the liabilities of Longmei and rice industry, the asset liability ratio is 64%).
3、 Basic information of related party transactions
Xingkai Lake branch plans to purchase Xingkai Lake farm seed soaking and sprouting base and supporting auxiliary facilities, cement drying yard and auxiliary facilities. The asset status is as follows:
(i) Xingkai Lake Farm completed its investment and construction in December 2012 and is located in one seed soaking and budding base and supporting ancillary facilities in Wangyuan management area. The original book value is 16188046.75 yuan in total. As of the end of June 2021, the accumulated depreciation is 8932913.08 yuan and the net value is 7255133.67 yuan; The appraisal value is 8302571.00 yuan.
（2） Xingkai Lake Farm completed its investment and construction in 2012-2019 and is located in Chahe management area, Dongfeng management area and apple orchard management area. The original book value is 7222248.77 yuan in total. By the end of June 2021, the accumulated depreciation is 841252.60 yuan and the net value is 6380996.17 yuan; The appraisal value is 7229273.00 yuan.
A total of 22 agricultural infrastructure assets of Xingkai Lake farm are planned to be purchased, with the original book value of 23410295.52 yuan in total. As of the end of June, the accumulated depreciation is 9774165.68 yuan and the net value is 13636129.84 yuan. The above assets are in good condition, normal use, clear ownership, no mortgage, pledge or other third-party rights, no litigation, arbitration or seizure Judicial measures such as freezing.
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. 4、 Contents of this transaction (the agreement has not been signed, and the main contents are as follows)
(i) 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.
5、 Impact of this transaction on Listed Companies
After the completion of this transaction, it can effectively solve the problems of grain storage and drying in agricultural production, supplement the shortcomings of the branch’s agricultural infrastructure, build an agricultural modernization and standardized production base, implement the company’s “1221” strategic planning measures, and provide a solid foundation for increasing agricultural production and generating farmers’ income.
6、 Review procedures to be performed for this connected transaction
On December 30, 2021, the eighth meeting (temporary) of the seventh board of directors of the company was held by means of communication. The proposal of Heilongjiang Agriculture Company Limited(600598) 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. was deliberated and adopted. 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.
7、 Attachment of online announcement
(i) Statement approved by independent directors in advance
（2） Opinions of independent directors signed and confirmed by independent directors
（3） Evaluation report
It is hereby announced.
Heilongjiang Agriculture Company Limited(600598) board of directors
December 31, 2001
