Securities code: 600598 securities abbreviation: Heilongjiang Agriculture Company Limited(600598) Announcement No.: 2021-052
Heilongjiang Agriculture Company Limited(600598) about Qindeli branch purchasing Heilongjiang Agriculture Company Limited(600598) group Heilongjiang Qindeli farm Co., Ltd
Announcement on related party transactions of assets of cement sun farm and agricultural tool parking lot
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) 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 the branch’s agricultural machinery parking, grain drying and storage, 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.
● 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 Qindeli farm, this transaction constitutes a related party transaction. When the board of directors considered the proposal, the related directors withdrew, and the independent directors of the company recognized the related party transaction in advance and expressed independent opinions.
● impact of the transaction on the company: after the completion of this transaction, it will effectively improve the weakness of agricultural infrastructure and lay a solid foundation for the company to ensure stable operation and sustainable agricultural operation.
1、 Overview of related party transactions
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, Qindeli branch plans to purchase 20000 square meters of cement sun farm and 16000 square meters of cement farm tools parking lot of Qindeli farm after negotiation with Heilongjiang Agriculture Company Limited(600598) group Heilongjiang Qindeli 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 Qindeli 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) agricultural reclamation Group Co., Ltd. is the parent company of the company and Qindeli farm, this transaction constitutes a related party transaction.
（2） Basic information of related parties
Company name: Heilongjiang Agriculture Company Limited(600598) group Heilongjiang Qindeli farm Co., Ltd
Unified social credit Code: 91233006x0651001x7
Enterprise type: limited liability company (sole proprietorship of legal person invested or controlled by non natural person)
Legal representative: Liu Dengshun
Date of establishment: December 9, 1994
Address: Jiansanjiang Qindeli farm, Tongjiang City, Jiamusi City, Heilongjiang Province
Registered capital: 27.14 million yuan
Business scope: agriculture and Forestry (excluding the production of genetically modified crop seeds); Animal husbandry and fishery (excluding wildlife under state key protection); Agriculture, forestry, animal husbandry and fishery services; Sales of chemical fertilizer, grain and agricultural and sideline food; Grain grinding; Housing construction, civil engineering construction; Transportation of goods (except dangerous goods); Insurance agency services (non professional agents); Grain purchase; Grain storage, drying, loading and unloading; House lease, site lease and equipment lease; Agricultural technology development, consultation, exchange, transfer and extension services; Conference and exhibition services; Management of scenic spots; Real estate development (except those prohibited by the state); E-commerce (except financial industry); Loading, unloading and handling; Travel agency and related services; Municipal facilities management; Sales of agricultural machinery accessories, agricultural metal tools, agricultural films, plastic products and pesticides (except dangerous goods); Self use real estate business activities; Dinner service; Hotel accommodation services.
In 2020, the total operating income is 181089727.72 yuan, the total operating expenditure is 172735642.91 yuan, the operating profit is 8354084.81 yuan and the net profit is 8354084.81 yuan; The total assets are 1003504508.35 yuan, the total liabilities are 859871458.68 yuan, the owner’s equity is 143633049.67 yuan, and the asset liability ratio is 86%. From January to October 2021, the total operating income was 179161933.90 yuan, the total operating expenditure was 107883668.36 yuan, the operating profit was 71278265.54 yuan and the net profit was 71278265.54 yuan; The total assets are 1082167786.20 yuan, the total liabilities are 839676470.99 yuan, the owner’s equity is 242491315.21 yuan, and the asset liability ratio is 78%.
3、 Basic information of related party transactions
The assets of Qindeli farm cement drying yard and farm tool parking yard to be purchased by Qindeli branch are as follows:
(i) Qindeli farm completed the investment and construction in December 2015 and is located in a 20000 square meter cement drying farm at 35 operation station in the eighth management area. The original book value is 3958738.65 yuan. As of the end of October 2021, the accumulated depreciation is 865038.33 yuan and the net value is 3093700.32 yuan.
（2） Qindeli farm completed the investment and construction in December 2015 and is located in a 16000 square meter cement farm tool parking lot at 6 operation station in the sixth management area. The original book value is 3072743.12 yuan. As of the end of October 2021, the accumulated depreciation is 672153.92 yuan and the net value is 2400589.20 yuan.
The original book value of the above two assets of Qindeli farm cement sun farm and farm tool parking lot is 7031481.77 yuan in total. As of the end of October 2021, the accumulated depreciation is 1537192.25 yuan and the net amount is 5494289.52 yuan. The above assets are in good condition and in normal use. There is no mortgage, pledge or other third-party rights, and there are no litigation, arbitration matters, seizure, freezing and other judicial measures.
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%.
4、 Contents of this transaction (the agreement has not been signed, and the main contents are as follows)
(i) 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.
5、 Impact of this transaction on Listed Companies
After the completion of this transaction, it will effectively improve the weakness of agricultural infrastructure, and lay a solid foundation for the company to ensure stable operation and sustainable agricultural operation.
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 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 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 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.
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
