Citic Securities Company Limited(600030)
Verification opinions on Shenzhen Kingsino Technology Co.Ltd(002548) holding subsidiary’s use of some constructed facilities under construction by related parties and related party transactions
Citic Securities Company Limited(600030) (hereinafter referred to as ” Citic Securities Company Limited(600030) ” or “recommendation institution”) serves as the continuous supervision recommendation institution of Shenzhen Kingsino Technology Co.Ltd(002548) (hereinafter referred to as ” Shenzhen Kingsino Technology Co.Ltd(002548) ” or “company”), in accordance with the relevant provisions of the measures for the administration of securities issuance recommendation business, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange (revised in 2020), the guidelines for the recommendation of listed companies of Shenzhen Stock Exchange and so on, After careful verification, the verification opinions on the production and operation of some constructed facilities and related party transactions of the company’s holding subsidiaries using related party projects under construction are as follows:
1、 Overview of related party transactions
(I) basic information of related party transactions
In 2021, Guangzhou Tianzhong animal husbandry Co., Ltd. (hereinafter referred to as “Guangzhou Tianzhong”), the holding subsidiary of Shenzhen Kingsino Technology Co.Ltd(002548) (hereinafter referred to as “the company”), used some of the built breeding plants of Zengcheng modern ecological agriculture and animal husbandry integrated industrial base project (hereinafter referred to as “Zengcheng project”) under construction by the related party Guangzhou Jinnong Modern Agriculture Co., Ltd. (hereinafter referred to as “Guangzhou Jinnong modern”) Production facilities and related accessories, and carry out building pig breeding and production activities on an experimental basis. In combination with the charging standard under the same mode, the actual breeding scale of the company in 2021 and the particularity of experimental production, the company expects that the use fee to be paid will not exceed 15 million yuan, and the specific amount will be determined by both parties through negotiation in the future.
(II) overview of relationship
The counterparty Guangzhou Jinnong Hyundai is the controlling shareholder of Guangzhou Jinnong industrial investment partnership (limited partnership), and Guangdong Hong Kong Macao Dawan District Joint Holding Co., Ltd. indirectly holds 51% of the holding subsidiary. According to the relevant provisions of the Listing Rules of Shenzhen Stock Exchange, Guangzhou Jinnong modern is a related party of the company, and this transaction constitutes a related party transaction.
(III) review of related party transactions
The independent directors approved the related party transaction in advance and expressed their opinions. This connected transaction does not constitute a major asset reorganization as stipulated in the measures for the administration of major asset reorganization of listed companies, and does not need to be approved by relevant departments. According to the Listing Rules of Shenzhen Stock Exchange and the articles of association, this transaction does not need to be submitted to the general meeting of shareholders for deliberation.
2、 Basic information of related parties
(I) basic information
Name: Guangzhou Jinnong Modern Agriculture Co., Ltd
Unified social credit Code: 91440101ma5d52x43d
Type: other limited liability companies
Address: No. B24, Zhengxu modern agricultural Incubation Park, Xiaolou Town, Zengcheng District, Guangzhou
Legal representative: Liang Jiajun
Registered capital: RMB 406122449
Date of establishment: March 3, 2020
Business scope: horticultural crop planting; Flower planting; Edible fungus planting; Vegetable planting; Fruit planting; Agricultural project development; Manufacturing of organic fertilizer and microbial fertilizer; Wholesale of organic fertilizer and microbial fertilizer; Retail of organic fertilizer and microbial fertilizer; Agricultural scientific research and experimental development; Modern agricultural park planning and greenhouse design; Agricultural technology development services; Agricultural machinery leasing; Agricultural technology consultation and exchange services; Agricultural technology transfer services; Own equipment leasing (excluding license approval items); House leasing; Project investment (excluding licensed projects, projects prohibited by laws and regulations shall not be operated); Self owned capital investment of the enterprise; Investment, investment attraction, development and construction of cultural industrial park; Site leasing (excluding warehousing); Mechanical equipment leasing; Agricultural technology extension services.
(II) major shareholders and actual controllers
Shareholding ratio of shareholders
Guangzhou Jinnong ecological agriculture investment partnership (limited partnership) 75.38%
Bay area ChanRong Huinong investment (Guangzhou) Co., Ltd. 12.56%
Guangzhou Jinnong modern agricultural industry development Co., Ltd. 12.07%
Note: the controlling shareholder of Guangzhou Jinnong industrial investment partnership (limited partnership), Guangdong Hong Kong Macao Dawan District Joint Holding Co., Ltd., the controlling shareholder of the company, holds 51% equity of Guangzhou Jinnong ecological agricultural investment partnership (limited partnership) and 100% equity of bay district industry finance Huinong investment (Guangzhou) Co., Ltd., that is, indirectly holds 51% equity of Jinnong modern.
(III) main financial data
December 31, 2021 December 31, 2020
Total assets (10000 yuan) 11007044 53023.83
Total liabilities (10000 yuan) 69623.09 13014.11
Net assets (10000 yuan) 40447.36 40009.72
Project 2021 2020
Operating income (10000 yuan) 0.15 0.00
Total profit (10000 yuan) -162.10 -602.40
Net profit (10000 yuan) -164.89 -602.52
Note: the data of 2020 has been audited, and the data of 2021 has not been audited.
(IV) historical evolution
(1) Set up
Founded in March 2020, Guangzhou Jinnong modern is an investment company serving pig breeding. The registered capital at the time of establishment was RMB 100 million. The subscribed capital contribution and equity structure of shareholders at the time of establishment are as follows:
Unit: 10000 yuan
No. name of shareholder subscribed capital contribution (RMB 10000 paid in capital contribution ratio RMB 10000)
1 bay area industry finance Huinong investment (Guangzhou 5100 51% prefecture) Co., Ltd
2. Guangzhou Jinnong modern agricultural industry Co., Ltd. (limited partnership)
Total 10000 100%
(2) First equity change
In March 2020, the former shareholder Guangzhou Jinnong modern agricultural industry partnership (limited partnership) transferred its 49% equity of Jinnong modern at a price of 49 million yuan to Guangzhou Jinnong modern agricultural industry development Co., Ltd. and completed the change registration on March 12, 2020.
The equity structure after this change is as follows:
Unit: 10000 yuan
No. name of shareholder subscribed capital contribution (RMB 10000 paid in capital contribution ratio RMB 10000)
1 bay area industry finance Huinong investment (Guangzhou 5100 51% prefecture) Co., Ltd
2 Guangzhou Jinnong modern agricultural industry development 4900 49% Exhibition Co., Ltd
Total 10000 100%
(3) First capital increase
In July 2020, Guangzhou Jinnong Hyundai held a shareholders’ meeting, which decided that the registered capital would increase from RMB 100 million to RMB 406122449, and the new part of RMB 306122449 would be subscribed and invested in currency by the new shareholder Guangzhou Jinnong ecological agriculture investment partnership (limited partnership); The amount of capital contribution subscribed by the original shareholders remains unchanged. The change registration shall be completed on July 31, 2020. The equity structure after the capital increase is as follows:
Unit: 10000 yuan
No. name of shareholder subscribed capital contribution (ten thousand) paid in capital contribution (ten thousand contribution proportion)
(yuan)
1. Investment in industry, finance and agriculture in Bay Area (Guangzhou 5100.00) 12.56%
State) Co., Ltd
2 Guangzhou Jinnong modern agricultural industry development 4900.00 4900.00 12.06%
Exhibition Co., Ltd
3 Guangzhou Jinnong’s investment in ecological agriculture totaled 30612.24 75.38%
Partnership (limited partnership)
Total 40612.24 100.00%
5. Main assets and business model
Guangzhou Jinnong modern mainly invests in the construction of Guangzhou Zengcheng project, which is located in Erlong village, Xiaolou Town, Zengcheng District, Guangzhou. The project will be built into a standardized, large-scale, intelligent and ecological pig building breeding industrial base. The project adopts the latest design concept of “two-point building in the area”, covering a total area of about 710mu, a total construction area of about 250000 square meters, and the total investment is expected to be about 1 billion yuan. One 11 storey sow building is built in the sow area, which integrates breeding, pregnancy and delivery, and is equipped with isolation house, material warehouse and employee living area; Three 8-storey fattening buildings are built in the fattening area. At the same time, it is also equipped with environmental protection area, living area, general material warehouse, employee activity area, etc. The whole project is designed to have 150000 pigs, 13000 basic sows and 300000 pigs per year after completion. It is one of the modern building pig raising projects with high fat pigs per unit land area in China. After the completion of the project, it will be leased or sold to pig breeding enterprises with a certain scale to engage in pig breeding production.
Building pig raising is a new model in the industry in recent years. It is mainly based on saving land resources to improve breeding output per unit land area, and it is more conducive to biosafety prevention and control under non plague conditions. Therefore, before the completion of Zengcheng project, Guangzhou Tianzhong has carried out pilot production by using some built breeding plants, process equipment and supporting facilities. Guangzhou Tianzhong was jointly established by the company and Guangzhou Jinnong modern in June 2020. The company holds 51% equity of Guangzhou Tianzhong and Guangzhou Jinnong modern holds 49% equity of Guangzhou Tianzhong. See the company’s securities times, Shanghai Securities News, China Securities News and cninfo.com on May 18, 2020 for details（ http://www.cn.info.com.cn. ）Relevant announcements disclosed.
(V) description of related relationship: Guangzhou Jinnong modern is the controlling shareholder of Guangzhou Jinnong Industrial Investment Co., Ltd
The controlling shareholder of the partnership (limited partnership) Guangdong Hong Kong Macao Dawan District United Holding Co., Ltd. indirectly holds 51%
A holding subsidiary of. Meanwhile, Guangzhou Jinnong Hyundai holds 49% equity of Guangzhou Tianzhong, a holding subsidiary of the company.
(VI) Guangzhou Jinnong modern is not a dishonest executee, has good reputation and has the ability to perform the contract. 3、 Pricing policy and basis of related party transactions
Guangzhou Tianzhong, the holding subsidiary of the company, uses part of the breeding plants and production facilities built by the related party Guangzhou Jinnong modern
