Citic Securities Company Limited(600030)
About Jiangsu Chinagreen Biological Technology Co.Ltd(300970)
Verification opinions on related party transactions between wholly-owned subsidiaries and actual controllers
Citic Securities Company Limited(600030) (hereinafter referred to as ” Citic Securities Company Limited(600030) ” and “sponsor”) as the sponsor of Jiangsu Chinagreen Biological Technology Co.Ltd(300970) (hereinafter referred to as ” Jiangsu Chinagreen Biological Technology Co.Ltd(300970) ” and “company”) for the initial public offering of shares and listing on GEM, in accordance with the provisions of relevant laws, regulations and normative documents such as the administrative measures for securities issuance and listing sponsor business, the Listing Rules of gem shares of Shenzhen Stock Exchange, during the continuous supervision period, Carefully checked the related party transactions between Siyang Huamao Agricultural Development Co., Ltd., a wholly-owned subsidiary of Jiangsu Chinagreen Biological Technology Co.Ltd(300970) and Yu Yangchao, the actual controller, and expressed the following opinions:
1、 Overview of this connected transaction
(I) basic information of related party transactions: Siyang Huamao Agricultural Development Co., Ltd. (hereinafter referred to as “Siyang Huamao”), a wholly-owned subsidiary of Jiangsu Chinagreen Biological Technology Co.Ltd(300970) intends to sell a Mercedes Benz sedan (hereinafter referred to as “underlying asset”) to Mr. Yu Yangchao at a transfer price of 800000 yuan. Mr. Yu Yangchao is the controlling shareholder, chairman and general manager of the company and is a related party of the company. Therefore, this asset transfer constitutes a related party transaction.
(II) internal decision-making procedures for related party transactions: the 12th meeting of the 4th board of directors and the 12th meeting of the 4th board of supervisors respectively considered and approved the above related party transactions, and the related directors Yu Yangchao and Yu Liqin avoided voting. Independent directors expressed their prior approval opinions and independent opinions. The related guarantee matters need to be submitted to the general meeting of shareholders for deliberation and approval. This transaction does not constitute a major asset reorganization as stipulated in the measures for the administration of major asset reorganization of listed companies. This transaction can be implemented after being deliberated and approved by the board of directors and does not need to be submitted to the general meeting of shareholders for deliberation.
2、 Basic information of related parties
The transferee of this transaction is Mr. Yu Yangchao. The basic information is as follows:
Name: Yu Yangchao
Address: Luoyuan County, Fuzhou City, Fujian Province
Relationship with the company: controlling shareholder, chairman and general manager of the company
Whether it is a dishonest executee: no
3、 Basic information of related party transactions
The underlying asset is a car. There is no mortgage, pledge or other third-party rights, no major disputes, litigation or arbitration, and no judicial measures such as seizure and freezing.
4、 Pricing policy and basis of related party transactions
On March 10, 2022, Shanghai United used car appraisal and Consultation Co., Ltd. appraised the vehicle and issued the appraisal report with the appraisal number of “22031032024”. The appraisal value of the subject asset is RMB 800000. This transaction takes the above appraisal value as the pricing basis, and the transaction price is 800000 yuan. 5、 Main contents of the transaction agreement
After the matter is considered and approved by the board of directors of the company, an asset transfer agreement will be signed to stipulate the transaction price and payment time.
6、 Purpose of transaction and its impact on Listed Companies
The company expanded its business to Shanghai and set up Siyang Huamao Shanghai branch in Shanghai. Because Siyang Huamao has no qualification to apply for Shanghai automobile license, the travel of vehicles is limited and the utilization rate is low. In order to revitalize the company’s assets, it was sold to Mr. Yu Yangchao, who has a Shanghai car license. The transaction amount is small, and the transaction price is determined by reference to the assessed value. The transaction price is reasonable and has no significant impact on the company.
7、 From the beginning of 2022 to the disclosure date, the total amount of various related party transactions with the related person has accumulated. From the beginning of 2022 to now, except for this transaction and the guarantee provided by Mr. Yu Yangchao to the company, the company and its subsidiaries have not had related party transactions with Mr. Yu Yangchao.
8、 Opinions of independent directors
1. Prior approval opinions of independent directors
After verification, the independent directors believe that the company’s transaction follows the principles of fairness, impartiality and openness, and the final transaction price is determined through negotiation based on the market fair price, without damaging the interests of the company and minority shareholders. The related party transaction complies with the provisions of relevant laws, regulations and the articles of association. It is agreed that the company will submit this proposal to the board of directors for deliberation and disclose it in accordance with the provisions.
2. Independent opinions of independent directors
The independent directors carefully reviewed the relevant transaction background, transaction price and other terms. The connected transaction will not affect the independence of the company, damage the legitimate interests of the company and minority shareholders, and will not have a negative impact on the future financial status and operating results of the company. The voting procedure shall comply with the provisions of relevant laws and regulations, normative documents and the articles of association.
To sum up, the independent directors of the company unanimously agreed on matters related to this connected transaction.
9、 Verification opinions of the recommendation institution
After verification, the sponsor believes that the related party transaction between Huamao agriculture, a wholly-owned subsidiary of the company, and Yu Yangchao, the actual controller, is based on the consideration of the convenience of the company’s daily production and operation. The transaction pricing is evaluated by the evaluation agency and is fair, and there is no situation that damages the interests of the company and other shareholders, especially small and medium-sized investors. The related party transaction was deliberated and approved by the 12th meeting of the 4th board of directors and the 12th meeting of the 4th board of supervisors respectively. The related directors avoided voting, and the independent directors issued their prior approval opinions and independent opinions, and fulfilled the necessary approval procedures, in line with the provisions of relevant laws, regulations and normative documents such as the administrative measures for listing recommendation business of securities development bank, the Listing Rules of GEM stocks of Shenzhen Stock Exchange and so on. The sponsor agrees to the related party transactions between the wholly-owned subsidiary of the company and the actual controller.
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(there is no text on this page, which is the signature page of Citic Securities Company Limited(600030) verification opinions on related party transactions between Jiangsu Chinagreen Biological Technology Co.Ltd(300970) wholly owned subsidiary and actual controller) sponsor representative:
Han Kunlun, Tang Liang
Citic Securities Company Limited(600030) mm / DD / yyyy
