Minsheng Securities Co., Ltd
About Hunan Xiangjia Animal Husbandry Company Limited(002982)
Ratification of related party transactions and verification opinions on daily related party transactions in 2022
Minsheng Securities Co., Ltd. (hereinafter referred to as "Minsheng securities" or "recommendation institution") as the recommendation institution for the initial public offering and listing of Hunan Xiangjia Animal Husbandry Company Limited(002982) (hereinafter referred to as " Hunan Xiangjia Animal Husbandry Company Limited(002982) " or "company"), in accordance with the law on the administration of securities issuance and listing recommendation business, the stock listing rules of Shenzhen Stock Exchange The related party transactions of Hunan Xiangjia Animal Husbandry Company Limited(002982) were verified in accordance with the relevant provisions of 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 guidelines for the recommendation of listed companies of Shenzhen Stock Exchange and other relevant provisions, and the verification opinions are as follows:
1、 Overview of related party transactions
(I) ratification of related party transactions
In 2021, due to the construction needs of high-quality chicken farms and other projects, Yu Zilin contracted the steel structure fabrication works of the company's Xizhou farm, Zhonghe Pu No. 2 branch and other projects through the Shimen tianaluminum steel structure processing plant and Shimen Tianxin steel structure processing plant actually controlled by Yu Zilin.
(II) daily related party transactions
According to the needs of production and operation, the company predicted the daily related party transactions in 2022, including: the company paid the maintenance fee to the related parties Wu Xianqing, Xing Guifang, Yang Quanzhen, Yu Zicheng, Tang Zhijun and Tu Yizhi, the company sold feed to Yu Zicheng and contracted some steel structure manufacturing projects of the company through the Shimen tianaluminum steel structure processing plant and Shimen Tianxin steel structure processing plant actually controlled by Yu Zilin.
(III) approval procedures for the performance of related party transactions
On March 22, 2022, the ninth meeting of the Fourth Board of directors of the company considered and adopted the proposal on ratification of related party transactions and expected daily related party transactions in 2022. Related directors Mr. Yu Ziwen, Mr. Xing Weimin and Mr. Wu Zhigang withdrew from voting.
On March 22, 2022, the sixth meeting of the Fourth Board of supervisors of the company considered and adopted the proposal on ratification of related party transactions and expected daily related party transactions in 2022.
In accordance with the relevant provisions of the Listing Rules of Shenzhen Stock Exchange and the articles of association, this ratification is closed
2、 Information of related parties
(I) basic information
1. Mr. Wu Xianqing's residence is located in Baofeng Development Zone, Shimen, Hunan Province
2. Ms. Xing Guifang's residence is located in Baofeng Development Zone, Shimen, Hunan Province
3. Ms. Yang Quanzhen's residence is located in Baofeng Development Zone, Shimen, Hunan Province
4. Mr. Yu Zicheng's residence is located in Baofeng Development Zone, Shimen, Hunan Province
5. Mr. Tang Zhijun's residence is located in Baofeng Development Zone, Shimen, Hunan Province
6. Mr. Tu Yizhi's residence is located in Baofeng Development Zone, Shimen, Hunan Province
7. Mr. Yu Zilin's residence is located in Baofeng Development Zone, Shimen, Hunan Province
(1) Shimen tianaluminum steel structure processing factory
Company type: individual business
Operator: Yang Jianwei
Registered capital: 100000 yuan
Address: Group 4, moon mountain community, Baofeng street, Shimen County, Changde City, Hunan Province
Date of establishment: July 27, 2020
Main business: Manufacture and sale of metal products; Manufacturing, sales, maintenance, processing and installation of mechanical equipment; Operating lease of mechanical equipment; Sales of building materials, plastic products, hardware products and cement concrete prefabricated components.
Description of related relationship: Yang Jianwei, the operator of Shimen tianaluminum steel structure processing plant, is Yu Zilin's son-in-law. Yu Zilin confirmed that Shimen tianaluminum steel structure processing plant is actually controlled by Yu Zilin.
(2) Shimen Tianxin steel structure processing factory
Company type: individual business
Operator: Yang Jindong
Registered capital: 100000 yuan
Address: group 2, tiangongshan community, Baofeng street, Shimen County, Changde City, Hunan Province
Date of establishment: February 20, 2019
Main business: Manufacture and sale of metal products and mechanical equipment, maintenance and installation services; Operating and leasing services of mechanical equipment; Sales of building materials, steel and hardware products; Manufacture and sale of cement products and concrete structural members; Human resource outsourcing services.
Description of related relationship: Yang Jindong, the operator of Tianxin steel structure processing plant in Shimen County, is Yu Zilin's daughter-in-law. Yu Zilin confirmed that Shimen Tianxin steel structure processing plant is actually controlled by Yu Zilin.
(II) relationship
Wu Xianqing: cousin of Yang Wenju, wife of Xing Weimin, the actual controller of the company;
Xing Guifang: sister of Xing Weimin, the actual controller of the company;
Yang Quanzhen: the shareholder of the company and the actual controller, Yu Ziwen's wife and sister;
Yu Zicheng: the cousin of Yu Ziwen, the actual controller of the company;
Tang Zhijun: cousin of Yang Wenju, wife of Xing Weimin, the actual controller of the company;
Tu Yizhi: cousin of Yang Wenju, wife of Xing Weimin, the actual controller of the company;
Yu Zilin: brother of Yu Ziwen, the actual controller of the company.
(III) performance capability analysis
Wu Xianqing, Xing Guifang, Yang Quanzhen, Yu Zicheng, Tang Zhijun, Tu Yizhi and Yu Zilin are not dishonest Executees, and their performance is good.
3、 Main contents of related party transactions
(I) main contents of related party transactions
1. Ratification of related party transactions
In 2021, due to the construction needs of high-quality chicken farms and other projects, Yu Zilin contracted the steel structure fabrication works of the company's Xizhou farm, Zhonghe Pu No. 2 branch and other projects through the Shimen tianaluminum steel structure processing plant and Shimen Tianxin steel structure processing plant actually controlled by Yu Zilin, with a transaction amount of 4.4124 million yuan.
2. Daily related party transactions in 2022
The company pays maintenance fees to Wu Xianqing, Xing Guifang, Yang Quanzhen, Yu Zicheng, Tang Zhijun and Tu Yizhi. The company sells feed to Yu Zicheng and contracts some projects of Yu Zilin. It is estimated that the specific transaction amount in 2022 is as follows:
Related party transactions the amount of related party transactions (RMB 10000) (RMB 10000) (RMB 10000) is calculated according to the related party capacity pricing principle of the category of related party transactions occurred in the previous year as of the pre disclosure date of 2022
Wu Xianqing, Xing GUI
The fair market price of purchased goods / Fang, Yang Quanzhen, payment of maintenance fee is 200.00 12.90 142.31, and the price of labor received by Yu Zicheng and Tang Zhi
Jun, Tu Yizhi
Fair price of goods sold / feed sold by Yu Zicheng 100.00 10.38 67.04 price of labor services provided
Contract project Yu Zilin contract project market fair price 500.00 17.88 441.24
Total --- 800.00 41.16 650.59
(II) signing of related party transaction agreement
1. Ratification of related party transactions
The company signed the project contracting agreement with Shimen tianaluminum steel structure processing plant and Shimen Tianxin steel structure processing plant actually controlled by Yu Zilin, referring to the price of similar projects in the market at the same time.
2. Daily related party transactions in 2022
According to the actual breeding situation of Wu Xianqing, Xing Guifang, Yang Quanzhen, Yu Zicheng, Tang Zhijun and Tu Yizhi, the company signed the meat and poultry breeding recycling contract for each breeding batch; At the beginning of the year, the company signed the feed sales contract with Yu Zicheng, and the price was adjusted every half a month with reference to the market situation; The company signed the project contracting agreement with Shimen tianaluminum steel structure processing plant and Shimen Tianxin steel structure processing plant, referring to the prices of similar projects in the market at the same time.
(III) pricing basis of related party transactions
The company pays the maintenance fee to the related parties Wu Xianqing, Xing Guifang, Yang Quanzhen, Yu Zicheng, Tang Zhijun and Tu Yizhi. The transaction price is based on the company's maintenance fee price system and with reference to the company's payment of maintenance fee to other maintenance households in the same period; The company sells feed to Yu Zicheng, and the transaction price is fully based on the market price. It is adjusted according to the market price every half a month, which is the same as the feed price sold to other customers in the same period; The price of Yu Zilin's contracted project shall refer to the price of similar projects in the market at the same time; The above-mentioned related party transactions follow the principles of equality, voluntariness, mutual benefit, fairness and fairness, and there is no harm to the interests of the company.
4、 Purpose of related party transactions and its impact on Listed Companies
The company's ratification of related party transactions and the expected daily related party transactions in 2022 belong to the normal business scope of the company's production and operation activities and meet the actual operation and development needs of the company. Related party transactions follow the principles of openness, fairness and impartiality, the pricing of related party transactions is reasonable, and there is no situation that damages the interests of the company and all shareholders. The company will not rely on related parties because of the above transactions, nor will it affect the independence of the company.
5、 Review procedures and special opinions
1. On March 22, 2022, the ninth meeting of the Fourth Board of directors of the company considered and adopted the proposal on ratification of related party transactions and expected daily related party transactions in 2022. Related directors Mr. Yu Ziwen, Mr. Xing Weimin and Mr. Wu Zhigang withdrew from voting.
2. The board of supervisors of the company reviewed the proposal on the company's expected daily connected transactions in 2022 submitted by the company. After review, it is considered that the company's ratification of connected transactions and the expected daily connected transactions in 2022 are based on the principle of fairness, the price is fair and reasonable, will not have a significant impact on the company's financial status, operating results and independence, and will not damage the legitimate rights and interests of the company and all shareholders. Therefore, the board of supervisors agreed to the company's ratification of related party transactions and related matters of daily related party transactions expected in 2022. On March 22, 2022, the sixth meeting of the Fourth Board of supervisors of the company considered and adopted the proposal on ratification of related party transactions and expected daily related party transactions in 2022.
3. The independent directors of the company carefully reviewed the proposal on ratification of related party transactions and expected daily related party transactions in 2022 submitted by the company in advance, and believed that: the price of the contracted projects of Shimen tianaluminum steel structure processing plant and Shimen Tianxin steel structure processing plant actually controlled by Yu Zilin refers to the price of similar projects in the market at the same time; The company pays the maintenance fee to the related parties Wu Xianqing, Xing Guifang, Yang Quanzhen, Yu Zicheng, Tang Zhijun and Tu Yizhi. The transaction price is based on the company's maintenance fee price system and with reference to the company's payment of maintenance fee to other maintenance households in the same period; The company sells feed to Yu Zicheng, and the transaction price is fully based on the market price. It is adjusted according to the market price every half a month, which is the same as the feed price sold to other customers in the same period. The above-mentioned related party transactions follow the principles of equality, voluntariness, mutual benefit, fairness and fairness, and there is no harm to the interests of the company. Therefore, it is agreed to submit the proposal on ratification of related party transactions and expected daily related party transactions in 2022 to the ninth meeting of the Fourth Board of directors of the company for deliberation.
Independent opinions expressed by independent directors: the company's ratification of related party transactions and the expected daily related party transactions in 2022 comply with the provisions of the articles of association, the stock listing rules of Shenzhen Stock Exchange and other relevant laws and regulations. The above related party transactions are carried out in accordance with the principle of "fairness, voluntariness and mutual benefit", and the decision-making procedures are legal and effective; The transaction price is determined according to the market price, and the pricing is fair. It does not violate the principles of openness, fairness and impartiality, and does not harm the interests of the company and minority shareholders. The related directors complied with the avoidance voting system, and the procedure was legal and effective. Therefore, we agree to the ratification of related party transactions and the expected daily related party transactions in 2022.
4. According to the relevant provisions of the Listing Rules of Shenzhen Stock Exchange and the articles of association, the ratification of related party transactions and the daily related party transactions in 2022 are required to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation. 6、 Verification opinions of the recommendation institution
After verification, the sponsor believes that: Hunan Xiangjia Animal Husbandry Company Limited(002982) this ratification of related party transactions and the related matters of daily related party transactions expected in 2022 have been deliberated and approved by the ninth meeting of the Fourth Board of directors of the company, the related directors avoided voting, and approved by the sixth meeting of the fourth board of supervisors. The independent directors have expressed their consent opinions and prior approval opinions in accordance with the stock listing rules of Shenzhen Stock Exchange According to the relevant provisions of the articles of association, the ratification of related party transactions and the expected daily related party transactions in 2022 need to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation. The related party transactions of the company have fulfilled the necessary review procedures and comply with the requirements of the Shenzhen Stock Exchange Stock Listing Rules, the Shenzhen Stock Exchange listed companies self regulatory guidance No. 1 - standardized operation of listed companies on the main board and other documents, as well as the provisions of the articles of association. The above related party transactions will not harm the interests of the company and all shareholders, and the sponsor has no objection to Hunan Xiangjia Animal Husbandry Company Limited(002982) this related party transaction.
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Sponsor representative:
Cao Wenxuan, Cao Dong
Minsheng securities
