Wanlian Securities Co., Ltd
About Zhejiang Huatong Meat Products Co.Ltd(002840)
Add verification opinions on related party transactions of daily power purchase and sales services
Wanlian Securities Co., Ltd. (hereinafter referred to as "sponsor" and "Wanlian securities") is the sponsor of non-public issuance of Zhejiang Huatong Meat Products Co.Ltd(002840) (hereinafter referred to as "company" and " Zhejiang Huatong Meat Products Co.Ltd(002840) ") and the continuous supervision sponsor of convertible corporate bonds, According to the requirements of relevant laws, regulations and normative documents such as the measures for the administration of securities issuance and listing recommendation business, the stock listing rules of Shenzhen Stock Exchange, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, the daily related party transactions of Zhejiang Huatong Meat Products Co.Ltd(002840) are verified. The verification results are as follows:
1、 Basic information of related party transactions
(I) overview of related party transactions
In order to reduce the cost of electricity for production and meet the needs of business development, Zhejiang Huatong Meat Products Co.Ltd(002840) (hereinafter referred to as "the company") holding subsidiaries Dongyang Huatong animal husbandry Co., Ltd. (hereinafter referred to as "Dongyang animal husbandry"), Lanxi Huatong animal husbandry Co., Ltd. (hereinafter referred to as "Lanxi animal husbandry"), Yueqing Huatong animal husbandry Co., Ltd. (hereinafter referred to as "Yueqing animal husbandry"), Pujiang Huatong animal husbandry Co., Ltd. (hereinafter referred to as "Pujiang animal husbandry") Tiantai Huatong animal husbandry Co., Ltd. (hereinafter referred to as "Tiantai animal husbandry"), Xianju Huatong breeding pig Co., Ltd. (hereinafter referred to as "Xianju breeding pig") and Xianju lvfa Ecological Agriculture Co., Ltd. (hereinafter referred to as "Xianju agriculture") intend to sign the energy management agreement of comprehensive smart energy project with the company's joint-stock Company Yiwu Guohua new energy Co., Ltd. (hereinafter referred to as "Guohua new energy"), Dongyang animal husbandry, Lanxi animal husbandry, Yueqing animal husbandry, Pujiang animal husbandry, Tiantai animal husbandry, Xianju breeding pig and Xianju agriculture provide building roofs for Guohua new energy construction and operation photovoltaic power generation project free of charge. The power generated by the project will be preferentially sold to Dongyang animal husbandry, Lanxi animal husbandry, Yueqing animal husbandry, Pujiang animal husbandry, Tiantai animal husbandry, Xianju breeding pig and Xianju agriculture at the price of 90% off the electricity price of the local power grid during the operation period, The surplus electric energy is connected to the public power grid. It is estimated that Dongyang animal husbandry, Lanxi animal husbandry, Yueqing animal husbandry, Pujiang animal husbandry, Tiantai animal husbandry, Xianju breeding pig and Xianju agriculture will purchase a total of 3.2959 million yuan of electricity from Guohua new energy in 2022 (the specific amount is subject to the actual settlement).
(II) estimated amount of this related party transaction
Unit: 10000 yuan
Related party transactions related party transactions pricing principles of related party transactions it is estimated that the amount of new and incurred amount of category easy content has occurred since the beginning of 2022
The purchaser shall provide the building roof and accessories free of charge
The land occupied by the equipment is used for the construction of Guohua new energy
Design and operation of photovoltaic power generation project, Guohua
Daily procurement Guohua new energy purchases new energy to Dongyang animal husbandry and Lanxi animal husbandry
Power industry, Yueqing animal husbandry, Pujiang animal husbandry, tian329.59 0.00 Taiwan animal husbandry, Xianju breeding pig and Xianju agriculture
According to 92% of the electricity price of the local power grid in the same period
Discounted purchase price
(III) in 2021, the company did not have any related party transaction with Guohua new energy in purchasing electricity.
2、 Related person introduction and relationship
(I) basic information
State Power Investment Group Yiwu Guohua new energy Co., Ltd
Unified social credit Code: 91330782ma7edw1w91
Legal representative: Zeng Qingbo
Registered capital: 50 million yuan
Business scope: general items Cecep Solar Energy Co.Ltd(000591) power generation technology service; Wind power technology services; Energy storage technology
Services; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; engineering
Management services; Consulting services (excluding information subject to legal approval)
In addition, it shall independently carry out business activities according to law with its business license). Licensed projects: power generation business, power transmission business and power supply
(power distribution) business; Power supply business (projects subject to approval according to law can only be carried out after being approved by relevant departments)
Business activities, and the specific business items shall be subject to the approval results).
Address: second floor, building 12, Gutang industrial community, Yiting Town, Yiwu City, Zhejiang Province (self declaration)
Date of establishment: December 13, 2021
Business term: December 13, 2021 to long term
Company type: other limited liability companies
Financial status: Guohua new energy was established on December 13, 2021, and there is no financial statement data.
Equity structure: the company holds 49% of its equity, which is held by state power investment group Zhejiang Provincial New Energy Investment Group Co.Ltd(600032) Source Co., Ltd
Its 51% equity.
(II) relationship with the company
Guohua new energy is a joint-stock company of the company due to the son of Zhu Kai, vice chairman of the company and Zhu Jianyong, director of the company
Zhu Zhenlin served as a director of Guohua new energy, thus forming a related party with the company, which is in line with Shenzhen securities
Circumstances stipulated in the stock listing rules of the stock exchange.
(III) performance capability analysis
Guohua new energy is a joint venture between the company and state power investment group Zhejiang Provincial New Energy Investment Group Co.Ltd(600032) Source Co., Ltd. It is a platform company for both sides to cooperate in comprehensive smart new energy projects. State power investment group Zhejiang Provincial New Energy Investment Group Co.Ltd(600032) Source Co., Ltd. is a branch of state power investment in Zhejiang and the first "zero carbon" energy enterprise in Zhejiang Province. It is mainly responsible for the investment, construction and operation of clean energy projects in Zhejiang Province and surrounding provinces. He has rich experience in the construction and operation of new energy projects, and Guohua new energy is operated and managed by Zhejiang Provincial New Energy Investment Group Co.Ltd(600032) Source Co., Ltd. of state power investment group.
Therefore, we believe that Guohua new energy has the corresponding performance capacity. Upon inquiry, Guohua new energy does not belong to the dishonest executee.
3、 Main contents of related party transactions
Party A: Dongyang animal husbandry, Lanxi animal husbandry, Yueqing animal husbandry, Pujiang animal husbandry, Tiantai animal husbandry, Xianju breeding pig and Xianju agriculture (roof owner)
Party B: State Power Investment Group Yiwu Guohua new energy Co., Ltd. (developer and operator)
(I) project name, content and objectives
Party A leases the roof of the building to Party B for the construction and operation of photovoltaic power generation project (hereinafter referred to as the "project"), with an operation period of 25 years (calculated from the date of commencement of the project). The power generated by the project is preferentially used by Party A, and the remaining power is connected to the public power grid. Party A promises to give 100% priority to the power generated by the project during the operation period of this agreement (among them, the roof area of Dongyang animal husbandry pig farm is 26672 square meters, with an estimated total capacity of 4.1mwp; the roof area of Lanxi animal husbandry pig farm is 18358 square meters and 26152 square meters respectively, with an estimated total capacity of 7.0mwp; the roof area of Yueqing animal husbandry pig farm is 26580 square meters, with an estimated total capacity of 4.1mwp; the roof area of Pujiang animal husbandry pig farm is 25600 square meters, with an estimated total capacity of 4.1mwp ； The roof area of Tiantai animal husbandry pig farm is 12432 square meters, and the estimated total capacity of the project is 1.6mwp; The roof area of Xianju breeding pig farm is 17200 square meters, and the estimated total capacity of the project is 2.3mwp; The roof areas of the two pig farms in Xianju agriculture are 9071 square meters and 23260 square meters respectively, and the total capacity of the project is expected to be 5.1mwp).
(II) business model
Party B is responsible for all investment of the project and owns the ownership of the project. The relevant income of all electric energy (including electricity fee, carbon emission reduction income and government subsidy, etc.) shall be owned by Party B. The actual power consumption of Party A shall be subject to the measurement of the two-way electric energy meter of the State Grid exported by the photovoltaic power station. The charging standard of electricity charge shall be 90% of the electricity price paid by Party A's local power grid at the same time, and shall be settled on a monthly basis. Party A agrees Party B to use the roof and auxiliary equipment for free. The cooperation period of this agreement is 20 years, which will be automatically renewed until the expiration of the operation period to ensure the operation of the project.
(III) rights and obligations
During the term of the agreement, Party A promises to have complete and exclusive ownership of the infrastructure of the project site provided, and there are no other third-party lease rights and other priority rights affecting Party B's use of the project site. If Party A fails to provide Party B with the property right of the project and Party B fails to pay compensation for the losses caused by Party A's failure to provide Party B with the above-mentioned property right due to Party A's failure to investigate and approve the project.
Party A promises not to renovate, repair or transform the roof within 5 years after the commencement of the project (limited to the area where photovoltaic panels and other relevant facilities are located). If Party A renovates the project site within 10 years from the date of commencement of the project and requires Party B to disassemble and assemble the photovoltaic power station, the relevant disassembly and assembly expenses shall be borne by Party A; If it is beyond 10 years, the relevant disassembly and assembly expenses shall be borne by Party B once. During the implementation of the project, Party B shall be responsible for the costs related to the reinforcement of Party A's building structure caused by the installation of photovoltaic system and the responsibility for safe construction. The renovation time shall not exceed half a year. If the renovation time exceeds half a year due to Party A, Party A shall compensate Party B for the loss of power generation according to the power consumption price of Party A's power grid in the local same period. If Party B shares Party A's power distribution facilities, Party A shall provide Party B with 25 years of use right free of charge.
During the construction process and the operation and maintenance process after the completion of the project, if the roof of Party A is damaged due to Party B, Party B shall be responsible for repairing and bear the expenses.
(IV) liability for breach of contract
If Party A demolishes the roof of the building, terminates the contract without authorization, takes back the roof of the building in advance, or is lazy in repairing the main structure and roof of the plant, or the agreement cannot be continued due to other reasons of Party A, Party A shall compensate Party B for all direct losses and expenses related to the demolition of the power station according to the proportion of the remaining outstanding contract period. In case of the foregoing, Party B may notify Party A in writing to terminate this Agreement and has the right to retrieve the project assets immediately. If Party A delays in paying the electricity fee, it shall pay a late fee of 0.3% of the current payable amount every day. (V) the agreement shall come into force. This Agreement shall come into force from the date when the legal representatives or authorized representatives of both parties sign and affix their official seals, and shall be terminated at the expiration of the project contract.
4、 Purpose and impact of related party transactions on the company
The daily related party transactions between the company's holding subsidiaries Dongyang animal husbandry, Lanxi animal husbandry, Yueqing animal husbandry, Pujiang animal husbandry, Tiantai animal husbandry, Xianju breeding pig, Xianju agriculture and Guohua new energy are required by the company's production and operation and belong to normal commercial transactions. It is expected that the relevant daily related party transactions will continue in the future operation. Dongyang animal husbandry, Lanxi animal husbandry, Yueqing animal husbandry, Pujiang animal husbandry, Tiantai animal husbandry, Xianju breeding pig and Xianju agriculture give Guohua new energy the construction and operation of photovoltaic power generation projects by providing idle building roofs free of charge, and enjoy its preferential and discounted power sales services. The transaction price is fair, reasonable and mutually beneficial. This transaction is conducive to reducing the company's energy consumption index and reducing the power cost, There is no situation damaging the interests of the company and minority shareholders, which will not have a significant impact on the current and future financial status and operating results of the company, will not affect the independence of the company, and the company will not rely on related parties. At the same time, if this cooperation can be successfully implemented and give play to good ecological, environmental protection and economic benefits, it will play a good demonstration and promotion role for the joint-stock company Guohua new energy to continue to carry out comprehensive smart new energy projects in the future.
5、 Review procedure
(I) resolution of the board of directors
On March 22, 2022, the company held the 18th meeting of the 4th board of directors, which deliberated and approved the proposal on the purchase and sale of power service quota and related party transactions from the holding subsidiary of the new company to the participating subsidiary Yiwu Guohua new energy Co., Ltd. of the state power investment group. Zhu Jianyong, Zhu Jianjun, Zhu Genxi and Zhu Kai, the related directors, avoided voting, and the other four non related Directors voted for approval.
(II) opinions of independent directors
The independent directors approved the written opinions in advance: after verification, we believe that the holding subsidiaries of the company to be reviewed include Dongyang Huatong animal husbandry Co., Ltd., Lanxi Huatong animal husbandry Co., Ltd., Yueqing Huatong animal husbandry Co., Ltd., Pujiang Huatong animal husbandry Co., Ltd., Tiantai Huatong animal husbandry Co., Ltd The daily related party transactions between Xianju Huatong breeding pig Co., Ltd., Xianju lvfa Ecological Agriculture Co., Ltd. and Yiwu Guohua new energy Co., Ltd. of the State Power Investment Group comply with the company law and other relevant laws and regulations, the articles of association, the decision-making system of related party transactions and other provisions. They are normal business transactions and belong to normal commercial transactions. The pricing of related party transactions is reasonable, fair and mutually beneficial, and there is no damage to the company The interests of shareholders, especially minority shareholders. It will not adversely affect the independence of the company, and the company will not rely on relevant related parties. Therefore, we agree that the company will submit the proposal on the purchase of power sales service quota and related party transactions from the holding subsidiary of the new company to the participating subsidiary Yiwu Guohua new energy Co., Ltd. of state power investment group to the board of directors for deliberation. At the same time, the affiliated directors shall avoid voting.
Independent opinions expressed by independent directors: after verification, we believe that the new holding subsidiaries of the company include Dongyang Huatong animal husbandry Co., Ltd., Lanxi Huatong animal husbandry Co., Ltd., Yueqing Huatong animal husbandry Co., Ltd., Pujiang Huatong animal husbandry Co., Ltd., Tiantai Huatong animal husbandry Co., Ltd The decision-making procedures for the daily related party transactions between Xianju Huatong breeding pig Co., Ltd., Xianju lvfa Ecological Agriculture Co., Ltd. and Yiwu Guohua new energy Co., Ltd. of the State Power Investment Group comply with the company law and other relevant laws and regulations, the articles of association, the decision-making system for related party transactions and other provisions, and the pricing and payment conditions of related party transactions comply with
