Securities code: Galaxy Biomedical Investment Co.Ltd(000806) securities abbreviation: St Galaxy Announcement No.: 2022029
Galaxy Biomedical Investment Co.Ltd(000806)
Announcement on signing the supplementary agreement on the property lease contract of Suzhou Galaxy Industrial City project and related party transactions with Suzhou GANGLONG Business Management Co., Ltd
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Overview of related party transactions
1. Basic information of related party transactions
Galaxy Biomedical Investment Co.Ltd(000806) (hereinafter referred to as "company" or "Galaxy biology")
And Suzhou GANGLONG Business Management Co., Ltd. (hereinafter referred to as "Suzhou GANGLONG") signed the "Suzhou GANGLONG" in March 2021
According to the property lease contract of Suzhou Yinhe industrial city project, the Suzhou wedding dress International Trade City (hereinafter referred to as "wedding dress city") under Suzhou GANGLONG is leased by Yinhe biology to construct the Suzhou Yinhe industrial city project, with a total area of 5395094
Square meters, the rent period is from March 1, 2021 to August 31, 2022 (Suzhou GANGLONG agrees to waive the rent)
Free of rent from March 1, 2021 to August 31, 2021), the rent unit price is 28 yuan / m2 / month,
The total rent is 1812751584 yuan. For details, please refer to the announcement on signing the property lease contract of Suzhou Galaxy Industrial City project and related party transactions with Suzhou GANGLONG Business Management Co., Ltd. (Announcement No.: 2021031) published on cninfo.com.
In view of the smooth progress of the current project, the overall rental rate of Suzhou Galaxy Industrial City project is high and the operation effect is good, the two sides intend to sign the supplementary agreement to the property lease contract of Suzhou Galaxy Industrial City project to extend the lease term
The lease term lasts for four months until December 31, 2022, and the leased area and rental unit price remain unchanged
The rent for the three-month renewal period is 604250528 yuan (including tax).
2. Association description
The counterparty of this transaction is the sun company of Suzhou GANGLONG Tiandi Heming Technology Group Co., Ltd. and the immediate family member of Mr. Zhao Aiyin Galaxy biological chairman and actual controller Liu Keyang, the actual controller of Tiandi Heming Technology Group Co., Ltd. according to the relevant provisions of the stock listing rules of Shenzhen Stock Exchange, Suzhou GANGLONG is the related party of the company, and the above transactions constitute related party transactions.
3. Approval procedures for this connected transaction
The company held the 29th meeting of the 10th board of directors on April 15, 2022 to consider and approve the signing of the supplementary agreement on the property lease contract of Suzhou Galaxy Industrial City project between the company and Suzhou GANGLONG (Mr. Liu Keyang, the related director, has avoided voting).
Independent directors have made prior approval and expressed their consent.
According to the relevant provisions of the Listing Rules of Shenzhen Stock Exchange and the articles of association, this proposal does not need to be submitted to the general meeting of shareholders for deliberation and approval.
4. This connected transaction does not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies, does not constitute a reorganization and listing, and does not need to be approved by relevant departments.
2、 Basic information of related parties
1. Basic information
Company name: Suzhou GANGLONG Business Management Co., Ltd
Address: No. 7016, No. 59 Suli Road (GANGLONG Lihe building), Wuzhong District, Suzhou
Nature of enterprise: limited liability company (sole proprietorship of legal person invested or controlled by natural person)
Registered address: No. 7016, No. 59 Suli Road (ganglonglihe building), Wuzhong District, Suzhou
Main office location: b5008, GANGLONG trading city, No. 1398, suzhan Road, Gusu District, Suzhou
Legal representative: Wen huizhao
Registered capital: 10 million yuan
Tax registration certificate No.: 91320506056634336a
Main business: Construction and management of Zhongfu trade city; estate management; Business management; House leasing; estate manager; Real estate information consultation; Corporate image planning; Conference services; Parking lot management services; Wholesale and retail: daily necessities, clothing, props, wedding dresses. Industrial and commercial registration agency; Sales agent; Advertising design and agency; Business agency services (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Major shareholders and actual controllers: Hangzhou Renfu Market Development Co., Ltd. is its controlling shareholder and Zhao Aiyin is its actual controller.
2. Historical evolution and development
Suzhou GANGLONG was founded in 2012, and its main business in recent three years is to operate shop leasing. In 2021, the operating income of the company was 970738093 yuan, the total profit was 36769676 yuan, and the total assets were 4393602281 yuan (the above financial data were not audited).
3. Association description
Suzhou GANGLONG is the sun company of Tiandi Heming Technology Group Co., Ltd., the actual controller of Tiandi Heming Technology Group Co., Ltd. Zhao Aiyin Galaxy biological chairman and the immediate family member of Mr. Liu Keyang, the actual controller. According to the relevant provisions of the stock listing rules of Shenzhen Stock Exchange, Suzhou GANGLONG is the affiliated legal person of the company. 3、 Basic information of related party transactions
The subject of this related party transaction lease is 2582 shops in the wedding dress city, with a lease area of about 5395094 square meters. It is located in the north square of Suzhou railway station and belongs to the core area of Suzhou.
4、 Pricing policy and basis of related party transactions
This agreement is a supplementary agreement to the original contract. The transaction price remains unchanged. At the same time, with reference to the market situation, both parties sign this agreement through friendly negotiation.
5、 Main contents of related party transaction agreement
The main terms of the supplementary agreement to the property lease contract of Suzhou Galaxy Industrial City project are as follows:
Lessor: Suzhou GANGLONG Business Management Co., Ltd. (hereinafter referred to as "party a")
Lessee: Galaxy Biomedical Investment Co.Ltd(000806) (hereinafter referred to as "Party B")
Subject matter and purpose of lease Party A leases 2582 shops (with an area of 5395094 square meters) (hereinafter referred to as "subject assets") in Suzhou wedding dress International Trade City controlled by Party A to Party B for its "shops, offices and technology incubation".
Lease term the lease term is from September 1, 2022 to December 31, 2022.
The unit price of rent is RMB 28 / m2 / month. The rent for the four-month renewal period is 604250528 yuan (including tax).
other
1. After this agreement is signed and takes effect, it will form an integral part of the property lease contract of Suzhou Galaxy Industrial City project signed by both parties on March 1, 2021, and has the same legal effect.
2. This agreement is made in duplicate, which shall come into force after being signed or sealed by both parties and the resolution of the board of directors of Party B is adopted. Each party holds one copy, both of which have the same legal effect.
6、 Purpose of related party transactions and its impact on the company
At present, the project of Suzhou Galaxy Industrial City is progressing smoothly and the operation effect is good. This transaction is a continuation of the original lease contract and will have a negative impact on the operation of the company.
7、 Accumulated various related party transactions with the related party
From March 2021 to the disclosure date of this announcement, in addition to this connected transaction, the total amount of various connected transactions between the company and Suzhou GANGLONG is 1812751584 yuan.
8、 Prior approval and independent opinions of independent directors
(I) prior approval opinions of independent directors
The signing of the supplementary agreement on the property lease contract of Suzhou Galaxy Industrial City project with Suzhou GANGLONG Business Management Co., Ltd. is conducive to obtaining more income during the period when the marginal income becomes higher under the condition that the early market cultivation cost has been paid. The pricing of this transaction continues the original contract, which is a fair transaction, which is in line with the interests of the listed company and does not harm the interests of minority shareholders. Therefore, we agree to submit the proposal on signing the supplementary agreement on the property lease contract of Suzhou Galaxy Industrial City project with Suzhou GANGLONG Business Management Co., Ltd. and related party transactions to the 29th meeting of the 10th board of directors of the company for deliberation.
(II) independent opinions of independent directors
After verification, the company signed the supplementary agreement on the property lease contract of Suzhou Galaxy Industrial City project with Suzhou GANGLONG Business Management Co., Ltd. mainly because it is conducive to obtaining more income during the period when the marginal income becomes higher under the condition that the early market cultivation cost has been paid. The transaction follows the general commercial terms, the pricing is fair, in line with the interests of the listed company, and there is no behavior damaging the interests of minority shareholders.
The voting procedures of this transaction comply with the requirements of relevant regulations such as the Listing Rules of Shenzhen Stock Exchange (revised in 2022), the guidelines for self regulatory supervision of listed companies No. 1 - standardized operation of listed companies on the main board, the articles of association and so on.
It is hereby announced.
Galaxy Biomedical Investment Co.Ltd(000806) board of directors
April 15, 2002
