Huatai United Securities Co., Ltd
About Beibu Gulf Port Co.Ltd(000582)
The controlling shareholders provide verification opinions on government special bond funds and related party transactions
Huatai United Securities Co., Ltd. (hereinafter referred to as “Huatai United Securities” and “sponsor”) as the sponsor of Beibu Gulf Port Co.Ltd(000582) (hereinafter referred to as ” Beibu Gulf Port Co.Ltd(000582) ” or “company”) for continuous supervision of public issuance of convertible corporate bonds, in accordance with the stock listing rules of Shenzhen Stock Exchange In accordance with the provisions of relevant laws, regulations and normative documents such as the guidelines for self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and the measures for the administration of securities issuance and listing recommendation business, the Beibu Gulf Port Co.Ltd(000582) application for special government bond funds and related party transactions has been carefully and prudently verified. The details of verification are as follows:
1、 Overview of related party transactions
(I) basic information of this connected transaction
In order to meet the capital demand for the construction of key engineering projects, the company held the 20th meeting of the ninth board of directors on March 9, 2022, deliberated and approved the proposal on applying for government special bond funds and related party transactions, and agreed that the company would adopt Guangxi Beibu Gulf International Port Group Co., Ltd. (hereinafter referred to as ” Beibu Gulf Port Co.Ltd(000582) group”) as the controlling shareholder for four engineering construction projects, Apply to the people’s Government of Guangxi Zhuang Autonomous Region for special government bond funds in 2022, with a maximum of 400 million yuan. According to the letter of the Department of finance of Guangxi Zhuang Autonomous Region on adding (allocating) special bond funds for 2022 (gcgjh (2022) No. 17), Beibu Gulf Port Co.Ltd(000582) Group signed the agreement on the use of government bond funds with the company on March 18, 2022, and transferred the 205 million yuan allocated by the Department of finance of Guangxi Zhuang Autonomous Region to our company for the purpose of No. 7, No. 2, No. 2, No. 3, No. 3, No. 3, No. 3, No. 3, No. 7, No. 3, No. 3, No. 3, No. 7, No. 3, No. 3, No. 7, No. 3, No. 7, no No. 8 container automation transformation project and berth 9 and 10 project in dalanping South operation area of dalanping port area of Qinzhou port. For details, see the relevant announcement published on cninfo.com on March 22, 2022.
Due to the large demand for construction funds of the company’s key engineering projects in 2022, in order to alleviate the capital pressure and reduce the financing cost, the company plans to apply for an increase in the declared amount of the above four special bond projects, with a maximum of 1.2 billion yuan and a total of 1.6 billion yuan in 2022. The controlling shareholder Beibu Gulf Port Co.Ltd(000582) group submits to the people’s Government of Guangxi Zhuang Autonomous Region according to the special bond projects and bond funds declared by the company, and provides the company with special government bond funds in 2022 according to the special bond projects and bond funds actually approved. The actual interest rate and fee rate shall be subject to the approval of the Department of finance of Guangxi Zhuang Autonomous Region, and the service life shall not exceed 30 years. After receiving the principal and interest of the company’s special funds and other obligations, the owner shall return them to the company in time. The company does not need to provide any form of guarantee such as guarantee, mortgage and pledge. The details of the application are as follows:
Unit: 100 million yuan
Sequence project name: the owner applied for the number of years of this application and the amount of quota in the previous period
Shenggang code of Guangxi Qinzhou Bonded Port Area
1 Lanping South operation area 7 and 8 head Co., Ltd. 0.50 4.50 30 years
Berth reconstruction project
Honggang code of Guangxi Qinzhou Bonded Port Area
2 Lanping South operation area 9 and 10 Botou Co., Ltd. 1.70 3.30 years
Bit Engineering
Beihaigang Tieshangang West Port Beibu Gulf Port Co.Ltd(000582) Beihai wharf Co., Ltd
3. South 7-10 division of Beimu operation area 1.30 3.70 30 years
Berth Engineering
4. Transformation of grain transportation in Fangcheng Port Beibu Gulf Port Co.Ltd(000582) fangcheng port wharf Co., Ltd. 0.50 0.50 30 years
Engineering (Phase V) Company
Total 4.00 12.00-
(II) this transaction constitutes a connected transaction
The counterparty of this connected transaction is Beibu Gulf Port Co.Ltd(000582) group, the controlling shareholder of the company. According to article 6.3.3 of the Listing Rules of Shenzhen Stock Exchange, this transaction is an affiliated legal person of the company, and this transaction constitutes a connected transaction.
(III) this transaction does not constitute a major asset reorganization
This connected transaction does not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies, and does not constitute a reorganization and listing. It still needs to be approved by the Department of finance of Guangxi Zhuang Autonomous Region, without the consent of other third parties, and there are no relevant legal obstacles.
2、 Basic information of related parties
Name of related party: Guangxi Beibu Gulf International Port Group Co., Ltd
Enterprise type: limited liability company (solely state-owned)
Registered address: 30-32 / F, Gangwu building, No. 33, Jinpu Road, Qingxiu District, Nanning
Main office address: 16-20 / F, Beibu Gulf shipping center, No. 12, Tiqiang Road, Liangqing District, Nanning
Legal representative: Li Yanqiang
Registered capital: 66972172 million yuan
Unified social credit Code: 91450 Jiugui Liquor Co.Ltd(000799) 701739w
Main business: port construction and operation management; Project investment and asset management; Equity investment and operation management; railway transportation; Road transport; House leasing; Shipping agency business; Real estate development.
Ownership structure: Beibu Gulf Port Co.Ltd(000582) group is a state-owned enterprise 100% controlled by the state owned assets supervision and Administration Commission of Guangxi Zhuang Autonomous Region.
History and development of main businesses in recent three years: Beibu Gulf Port Co.Ltd(000582) group is a large wholly state-owned enterprise directly under the people’s Government of Guangxi Zhuang Autonomous Region. It was established in February 2007 by integrating Fangcheng port, Qinzhou port and Beihai port. It is the pioneer and demonstrator of coastal port integration. Beibu Gulf Port Co.Ltd(000582) group is the implementer of major strategic tasks of the state and the autonomous region and the implementer of Guangxi’s promotion of a new land and sea channel in the West One belt, one road and one front, the Beibu Gulf international hub, the main port, the west side and the “one belt” initiative. Beibu Gulf Port Co.Ltd(000582) group is a public wharf investment operator of Guangxi seaport and Xijiang inland port. With the port as the core, focusing on the industrial chain of “port industry trade” and the spatial layout of “Port Industry Park”, Beibu Gulf Port Co.Ltd(000582) group forms the “7 + 1” business segments of port, logistics, industry and trade, construction and development, energy, finance, investment and ship lock, and participates in investment cooperation in Hong Kong, Malaysia, Brunei and other countries and regions. The main business has not changed significantly in the last three years.
Beibu Gulf Port Co.Ltd(000582) the total assets, net assets, operating income, net profit and other financial data of the group in the latest accounting year (audited) and at the end of the latest accounting period (Unaudited) are as follows:
Unit: 10000 yuan
September 30, 2021 December 31, 2020
Total assets 14386159601349664803
Total liabilities 10556957821017141903
Net assets 382920178332522800
Project from January to September 2021 to 2020
Operating income 784149694903674448
Net profit 64115696434599
As of the date of issuance of this verification opinion, Beibu Gulf Port Co.Ltd(000582) group is the controlling shareholder of the company and complies with the related relationship specified in 6.3.3 (I) of the stock listing rules of Shenzhen Stock Exchange.
Beibu Gulf Port Co.Ltd(000582) group is not the executee of dishonesty.
3、 Pricing policy and basis of related party transactions
The maximum principal of this connected transaction shall not exceed 1.2 billion yuan. The final total principal, interest rate and rate shall be subject to the reply of the Department of finance of Guangxi Zhuang Autonomous Region, in which the interest rate shall not be higher than the 5-year loan market quotation rate (LPR) published by the National Interbank lending center authorized by the people’s Bank of China, and the service fee for principal and interest repayment shall be no higher than the rate of 0.05 ‰ of the principal and interest repayment amount, Other expenses shall be no higher than the 5 ‰ rate of government special bond funds. The transaction pricing is fair and reasonable, and there is no situation that damages the interests of the listed company. 4、 Main contents of related party transaction agreement
Beibu Gulf Port Co.Ltd(000582) group, the controlling shareholder of the company, applied to the government of Guangxi Zhuang Autonomous Region for special bond funds with the special bond projects declared by the company, and signed the 2022 agreement on the use of special government bond funds with the company with the actually approved special bond projects and bond funds.
(I) agreement subject
Party A: Guangxi Beibu Gulf International Port Group Co., Ltd
Party B: Beibu Gulf Port Co.Ltd(000582)
(II) main contents of the agreement
1. Amount used: the total principal amount of government special bond funds applied for use in 2022 shall not exceed RMB 1.6 billion, and the final total principal amount shall be subject to the relevant Reply of the Department of finance of Guangxi Zhuang Autonomous Region on government special bond funds in 2022.
2. Purpose of fund: the government special bond fund under this agreement is only used for the government special bond fund project approved by the Department of finance of Guangxi Zhuang Autonomous Region. The project construction capital expenditure implemented by Party B shall not be used for recurrent expenditure.
3. Service life: the maximum term of government special bond funds shall not exceed 30 years, and each government special bond will be used in the end
4. Interest rate, interest and payment fees for principal and interest repayment: the interest rate is a fixed interest rate, and the annual interest rate during the agreement period shall be no higher than the 5-year LPR interest rate published by the people’s Bank of China in the latest issue on the withdrawal date. In fact, it shall be subject to each withdrawal form of government special bond funds, the value date shall be subject to the issuance date, and the interest shall be paid every half a year; The service fee for repayment of principal and interest shall be implemented at a rate not higher than 0.05 ‰ of the amount of repayment of principal and interest. In fact, it shall be subject to each withdrawal form of government special bond funds, and shall be paid together with the interest every six months.
5. Other expenses: other expenses include but are not limited to project review fee, issuance fee, issuance registration service fee, etc., which shall be implemented according to the rate not higher than 5 ‰ of government special bond funds, and the actual amount shall be subject to each withdrawal form of government special bond funds.
6. Principal repayment: Party B shall use the funds within the service life of the bonds, and Party B shall return the principal to Party A in full at one time before the end of the service life.
7. Expenditure requirements: after receiving the funds, Party B shall realize 100% expenditure within the time limit required by the reply document of the Department of finance of Guangxi Zhuang Autonomous Region.
(III) effective conditions and time of the agreement
This Agreement shall come into force after being signed (or sealed) by the legal representatives or entrusted agents of all parties and stamped with the official seal of the unit.
5、 Purpose of related party transactions and its impact on Listed Companies
(I) purpose of related party transactions
In order to accelerate the construction of the above four engineering projects, the use of special government bond funds is conducive to adjusting the company’s financing structure, improving financing efficiency, enabling the company’s port construction with special funds, helping the completion and operation of engineering projects, so as to improve the company’s port berth supporting facilities and port operation capacity.
(II) impact on Listed Companies
After the construction of the company’s projects under construction is injected with special government bond funds, it is conducive to expand the company’s production and operation funds and improve cash flow. After the completion of the special project, it can improve the overall profitability of the company in the future, will not have a significant impact on the current and future financial status and operating results of the company, will not rely on related parties, and will not damage the interests of the company and all shareholders.
The related party transaction still needs to be approved by the Department of finance of Guangxi Zhuang Autonomous Region, which is still uncertain. Please pay attention to the investment risk.
(III) impact of transactions on Beibu Gulf Port Co.Ltd(000582) group
Beibu Gulf Port Co.Ltd(000582) group provides the company with special government bond funds. The actual interest rate and rate shall be subject to the reply of the Department of finance of Guangxi Zhuang Autonomous Region. The transaction will not have an adverse impact on Beibu Gulf Port Co.Ltd(000582) group.
6、 Accumulated related party transactions with the person
Since the beginning of the year, the total amount of various related party transactions between the company and Beibu Gulf Port Co.Ltd(000582) group and its subordinate enterprises (including related party transactions approved by the general manager of the company under the authorization of the board of directors in the early stage) is 409155000 yuan.
Within the last 12 months, the general manager of the company shall, in accordance with the approval authority of related party transactions granted by the board of directors,
