Sino German Securities Co., Ltd
About Tianyu Eco-Environment Co.Ltd(603717)
Verification opinions on capital increase to holding subsidiaries and related party transactions
As the sponsor of Tianyu Eco-Environment Co.Ltd(603717) (hereinafter referred to as Tianyu Eco-Environment Co.Ltd(603717) “or” the company “) for non-public offering of shares in 2020, Zhongde Securities Co., Ltd. (hereinafter referred to as” sponsor “and” Zhongde securities “) in accordance with the measures for the administration of securities issuance and listing recommendation business and the stock listing rules of Shanghai Stock Exchange The self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 11 – continuous supervision and other relevant provisions verify the capital increase and related party transactions of Tianyu Eco-Environment Co.Ltd(603717) to its holding subsidiaries. The details are as follows:
1、 Overview of related party transactions
On April 6, 2022, the company held the 41st meeting of the third board of directors, deliberated and adopted the proposal on capital increase and related party transactions to holding subsidiaries. Luo Weiguo, the controlling shareholder and actual controller of the company, increased the capital of Shanghai Tianqian Food Co., Ltd. (hereinafter referred to as “Shanghai Tianqian”) by 160 million yuan in cash according to their current shareholding ratio in Shanghai Tianqian Food Co., Ltd. (hereinafter referred to as “Shanghai Tianqian”). Among them, the company increased capital by 120 million yuan and Luo Weiguo increased capital by 40 million yuan. After the capital increase, the registered capital of Shanghai Tianqian increased from RMB 140 million to RMB 300 million, the equity ratio of each shareholder remained unchanged, and the company still held 75% of the control right of Shanghai Tianqian. The company and Luo Weiguo will pay the amount of capital in installments in the same proportion according to the capital needs and operating conditions of Shanghai Tianqian.
This capital increase constitutes a connected transaction, but does not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies. According to the Listing Rules of Shanghai Stock Exchange and the articles of association, the amount of related party transactions for this joint capital increase has reached 5% of the absolute value of the company’s latest audited net assets. This transaction needs to be submitted to the general meeting of shareholders for deliberation.
2、 Basic information of related parties
(I) introduction to related party relationship
The counterparty of this connected transaction is Luo Weiguo, the controlling shareholder and one of the actual controllers of the company.
(II) basic information of related parties
Gender: Male
Nationality: Chinese
Address: 2A, building 2, group 4, Xinghai famous city, No. 3101 Qianhai Road, Nanshan District, Shenzhen, Guangdong Province
Positions in recent three years: Tianyu Eco-Environment Co.Ltd(603717) chairman and President
3、 Basic information of related party transactions
(I) transaction type: foreign cash capital increase
(II) basic information of Shanghai Tianqian
Company name: Shanghai Tianqian Food Co., Ltd
Legal representative: Wang Tieqiao
Registered address: room 501-3, No. 15, Lane 1688, Guoquan North Road, Yangpu District, Shanghai
Registered capital: 140 million yuan
Business scope: licensed items: food business; Import and export of goods; Technology import and export; Import and export agent. (for items that must be approved according to law, business activities can be carried out only with the approval of relevant departments, and the specific business items shall be subject to the approval documents or licenses of relevant departments) general items: edible Shenzhen Agricultural Products Group Co.Ltd(000061) retail; Sales of animal husbandry and fishery feed, feed raw materials and feed additives; Research and development of biological feed; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Comprehensive utilization of agricultural, forestry, animal husbandry and fishery wastes. (except for the items that must be approved according to law, the company shall independently carry out business activities according to law with its business license)
(III) equity structure and main financial data of Shanghai Tianqian before and after capital increase
1. Equity structure of Shanghai Tianqian before and after capital increase:
Unit: 10000 yuan
Name of shareholder contribution method before and after capital increase
Shareholding ratio of capital contribution shareholding ratio of capital contribution
Tianyu Eco-Environment Co.Ltd(603717) cash contribution 1050000 75% 2250000 75%
Luo Weiguo contributed 350000 25% and 750000 25% in cash
Total 1400000 100% 3000000 100%
2. Main financial indicators of the latest year and period:
Unit: Yuan
December 31, 2020 / September 30, 2021/
Year 2020 (audited) January September 2021 (Unaudited)
Total assets 2130666550112 Yihai Kerry Arawana Holdings Co.Ltd(300999) 97
Net assets 20478531638594187234
Operating income 417710 Dongguan Development (Holdings) Co.Ltd(000828) 197510
Net profit -51671383 -1022510329
4、 Pricing of related party transactions
This transaction follows the principle of fair and reasonable pricing, and the price of this capital increase is determined through friendly negotiation between both parties. The transaction price is fair and there is no behavior damaging the interests of shareholders of the company.
5、 Purpose of related party transactions and its impact on Listed Companies
The company’s capital increase to Shanghai Tianqian in cash is conducive to enhancing the financial strength of Shanghai Tianqian, promoting the development of Shanghai Tianqian, strengthening the company’s control and management of Shanghai Tianqian, which is in line with the company’s development strategy and long-term interests.
Shanghai Tianqian is an important holding subsidiary of the company and the implementation subject of the company’s ecological animal husbandry sector and food sales. There may be a risk that the expected benefits will not be achieved due to the impact of multiple factors such as future product market competition pattern, raw material price, supply and demand relationship and so on. After this capital increase, Shanghai Tianqian is still a holding subsidiary of the company, which will not change the scope of the company’s consolidated statements. This capital increase will not have a significant adverse impact on the company’s financial situation and future operating results, and there is no damage to the interests of the company and all shareholders. 6、 Review procedures for the performance of related party transactions
This connected transaction has been deliberated and approved at the 41st meeting of the third board of directors of the company, and connected directors Luo Weiguo and Shi Dongwei avoided voting.
1. Prior approval opinions of independent directors
This capital increase and related party transactions are determined according to the overall arrangement and market conditions of the company, which can meet the actual business needs of the company, comply with the company’s strategic development plan, will not affect the normal development of the existing main business, and will not damage the interests of the listed company and all shareholders, especially small and medium-sized shareholders. It is agreed to submit the proposal on capital increase and related party transactions to the 41st meeting of the third board of directors of the company for deliberation.
2. Independent opinions of independent directors
The related party transactions considered by the board of directors have been approved by the independent directors in advance. The capital increase and related party transactions are determined according to the overall arrangement and market conditions of the company, which is conducive to the development of the company in the ecological animal husbandry sector, further expand the business scale, enhance the market competitiveness of the company, comply with the strategic development plan of the company, and the price of the related party transactions is reasonable and fair, There is no situation that damages the interests of the company and all shareholders, especially the minority shareholders, nor does it transfer interests to related parties, which will not affect the independence of the company. Agree to the above related matters of the company.
3. Opinions of the board of supervisors
After the review of the 22nd Meeting of the third session of the board of supervisors of the company, the board of supervisors believes that the company’s capital increase to the holding subsidiary Shanghai Tianqian has fulfilled the relevant procedures, complied with the provisions of laws, administrative regulations and the articles of association, comprehensively considered the development needs and overall planning of the company, and did not harm the interests of the company and all shareholders, so it agrees with the contents of this proposal.
7、 Opinions of the sponsor
After verification, the sponsor believes that this connected transaction has been deliberated and approved by the board of directors of the company, the connected directors have avoided voting, and the independent directors have issued their prior approval opinions and agreed independent opinions. This connected transaction has performed the necessary internal decision-making procedures and complied with the provisions of the articles of association and relevant laws and regulations. In conclusion, the sponsor has no objection to the related party transactions of the company’s capital increase to the holding subsidiary.
(no text below)
(there is no text on this page, which is the signature and seal page of the verification opinions of Zhongde Securities Co., Ltd. on Tianyu Eco-Environment Co.Ltd(603717) capital increase to holding subsidiaries and related party transactions) sponsor representative (signature):
Shan Xiaowei, Hu Jin
Sino German Securities Co., Ltd. mm / DD / yyyy
