Securities code: 002505 securities abbreviation: Pengdu Agriculture & Animal Husbandry Co.Ltd(002505) Announcement No.: 2022-004 Pengdu Agriculture & Animal Husbandry Co.Ltd(002505)
Announcement on signing the entrusted management agreement and related party transactions
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. In order to eliminate the risk of horizontal competition, Pengdu Agriculture & Animal Husbandry Co.Ltd(002505) (hereinafter referred to as "the company") plans to sign the entrusted management agreement with Shanghai Pengxin agricultural investment (Group) Co., Ltd. (hereinafter referred to as "Pengxin agriculture"), and Pengxin agriculture will transfer its wholly-owned Tengchong pengteng Agricultural Development Co., Ltd., Yun County Pengyun animal husbandry Co., Ltd., Geng Mahong Fuxin animal husbandry Co., Ltd The beef cattle business of Kunming yongmu Agricultural Development Co., Ltd., Baoshan Longyang Pengsheng Agricultural Development Co., Ltd., Ludian PENGYUAN Agricultural Development Co., Ltd. and Gengma pengming animal husbandry Co., Ltd. (hereinafter collectively referred to as the "target company") will be entrusted to the company for custody, and the company will exercise its operation and management rights other than the right of asset income and disposal, The trusteeship fee is RMB 13 million per year. If the subject matter of trusteeship is profitable, the company will obtain 20% of its net profit after deduction as the profit share. The trusteeship period is one year.
2. Pengxin agriculture is a holding subsidiary of Shanghai Pengxin (Group) Co., Ltd. (hereinafter referred to as "Pengxin group"), the controlling shareholder of the company. According to the relevant provisions of the stock listing rules of Shenzhen Stock Exchange, this transaction constitutes a connected transaction.
3. On January 10, 2022, the proposal on signing the entrusted management agreement and related party transactions was considered and adopted by all unrelated directors at the 19th meeting of the seventh board of directors of the company with 5 affirmative votes, 0 negative votes and 0 abstention votes. The related directors Mr. Dong Yizhe and Mr. Yan Dongming avoided voting. The independent directors approved the matter in advance and expressed independent opinions. The related party transaction is within the approval authority of the board of directors of the company and does not need to be submitted to the general meeting of shareholders for deliberation.
4. This transaction does not constitute a major asset reorganization specified in the administrative measures for major asset reorganization of listed companies.
2、 Introduction to related parties
1. Introduction to association relationship
Pengxin agriculture is the holding subsidiary of Pengxin group, the controlling shareholder of the company. According to the relevant provisions of the stock listing rules of Shenzhen Stock Exchange, this transaction constitutes a connected transaction.
2. Basic information of related parties
Company name: Shanghai Pengxin agricultural investment (Group) Co., Ltd
Unified social credit Code: 91310107132923106q
Address: Room 305, third floor, No. 8, Lane 458, Yichang Road, Putuo District, Shanghai
Legal representative: Dong Yizhe
Registered capital: RMB 81.15 million
Company type: other limited liability companies
Business scope: industrial investment, investment management, asset management, technology development, technology transfer, technical consultation and technical services in the professional technical fields of agricultural science and technology, biological products and chemical products, import and export business of goods and technology, food sales, organic chemical products and organic chemical technical services, processing and maintenance of atmospheric chemical equipment, Design and sales of medium and low pressure vessels: mechanical equipment and accessories, metal materials, electromechanical products, hardware and electrical equipment, electrical equipment, chemical products and raw materials (except hazardous chemicals, MCCs, precursor chemicals, fireworks and firecrackers, civil explosives), auto parts, auto decoration products, building decoration materials, communication equipment and equipment, ceramic products, electronic products Office supplies, daily necessities, handicrafts, knitwear and textiles, rubber and plastic products, leather products, wood products, mineral products, paper products, fuel oil (except dangerous chemicals), computer software and hardware, edible Shenzhen Agricultural Products Group Co.Ltd(000061) , feed and feed additives, business information consultation. [for projects subject to approval according to law, business activities can be carried out only with the approval of relevant departments]
3. Financial situation
As of December 31, 2020 (audited), the total assets were 16683 million yuan, the total liabilities were 12643.56 million yuan, the net assets were 4039.44 million yuan, the operating income was 1386.81 million yuan, the total profit was 394.31 million yuan, and the net profit was 294.47 million yuan.
As of June 30, 2021 (Unaudited), the total assets are 18246.73 million yuan, the total liabilities are 14215.88 million yuan, the net assets are 4030.85 million yuan, the operating income is 8239.73 million yuan, the total profit is 153.52 million yuan, and the net profit is 43.57 million yuan.
4. Performance capability analysis
Pengxin agriculture is an enterprise controlled by Jiang Zhaobai, the actual controller of the company. It exists and operates normally according to law. There is no obstacle to the ability to perform the contract and is not listed as a dishonest person.
3、 Basic information of escrow object
1. Managed object 1
Company name: Tengchong pengteng Agricultural Development Co., Ltd
Unified social credit Code: 91530581ma6q3mkh4l
Address: Room 102, unit 2, building 38, tengfuyuan, Century City, Jinyuan community, Tengyue street, Tengchong City, Baoshan City, Yunnan Province
Date of establishment: January 25, 2021
Legal representative: Wang Ding
Registered capital: 50 million yuan
Company type: limited liability company (sole proprietorship of legal person invested or controlled by non natural person)
Business scope: licensed items: livestock breeding; Road transportation of raw and fresh milk; Purchase of raw and fresh milk; Feed production; Road cargo transportation (excluding dangerous goods); Fertilizer production (for projects 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: Sales of agricultural and sideline products; Fertilizer sales; Livestock sales; Grass planting; Animal husbandry and fishery feed sales; Sales of feed raw materials; Sewage treatment and recycling; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion (except for projects subject to approval according to law, business activities shall be carried out independently according to law with business license).
2. Escrow object 2
Company name: Kunming yongmu Agricultural Development Co., Ltd
Unified social credit Code: 91530129ma6pupxd9g
Address: room 205, East Building, China Merchants Building, Tangdian Industrial Park, XUNDIAN Hui and Yi Autonomous County, Kunming, Yunnan Province
Date of establishment: October 22, 2020
Legal representative: Wang Ding
Registered capital: 50 million yuan
Company type: limited liability company (sole proprietorship of legal person invested or controlled by non natural person)
Business scope: licensed items: fertilizer production; Livestock raising; Road transportation of raw and fresh milk; Purchase of raw and fresh milk; Feed production (for projects 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: Sales of agricultural and sideline products; Fertilizer sales; Research and development of bio organic fertilizer; Compound processing of soil and fertilizer; Research and development of compound microbial fertilizer; Livestock sales; Grass planting; Animal husbandry and fishery feed sales; Sales of feed raw materials (except for projects subject to approval according to law, carry out business activities independently according to law with business license).
3. Escrow object 3
Company name: Gengma hongfuxin animal husbandry Co., Ltd
Unified social credit Code: 91530926ma6pun1dx6
Address: first floor, ye Shichuan rental house, houvilla District, Aihua Road extension section, Gengma Dai and Wa Autonomous County, Lincang City, Yunnan Province
Date of establishment: October 26, 2020
Legal representative: Wang Ding
Registered capital: 50 million yuan
Company type: limited liability company (sole proprietorship of legal person invested or controlled by non natural person)
Business scope: licensed items: livestock breeding; Fertilizer production; Road transportation of raw and fresh milk; Purchase of raw and fresh milk; Feed production; Road freight transportation (excluding dangerous goods) (for projects that must be approved according to law, business activities can be carried out only after being approved by relevant departments, and the specific business items shall be subject to the approval results) general items: Sales of agricultural and sideline products; Fertilizer sales; Research and development of bio organic fertilizer; Compound processing of soil and fertilizer; Research and development of compound microbial fertilizer; Livestock sales; Grass planting; Animal husbandry and fishery feed sales; Sales of feed raw materials; Housing lease; Sewage treatment and recycling; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion (except for projects subject to approval according to law, business activities shall be carried out independently according to law with business license). 4. Escrow object 4
Company name: Baoshan Longyang Pengsheng Agricultural Development Co., Ltd
Unified social credit Code: 91530502ma6q1dhc9w
Address: luomingji Town, Yangliu Township, Longyang District, Baoshan City, Yunnan Province (shop)
Date of establishment: December 20, 2020
Legal representative: Wang Ding
Registered capital: 50 million yuan
Company type: limited liability company (sole proprietorship of legal person invested or controlled by non natural person)
Business scope: licensed items: livestock breeding; Road transportation of raw and fresh milk; Purchase of raw and fresh milk; Fertilizer production; Feed production (for projects subject to approval according to law, business activities can be carried out only with the approval of relevant departments, and the specific business projects shall be subject to the approval documents or licenses of relevant departments) general projects: technical services, technology development, technical consultation, technical exchange, technology transfer and technology promotion; Sewage treatment and recycling; Compound processing of soil and fertilizer; Research and development of bio organic fertilizer; Housing lease; Non residential real estate leasing; Livestock sales; Fertilizer sales; Animal husbandry and fishery feed sales; Sales of feed raw materials; Edible Shenzhen Agricultural Products Group Co.Ltd(000061) wholesale; Grass planting; Import and export of goods; Technology import and export (except for projects subject to approval according to law, business activities shall be carried out independently according to law with business license).
5. Escrow object 5
Company name: Gengma pengming animal husbandry Co., Ltd
Unified social credit Code: 91530926ma6q3drj0h
Address: the third floor of houye Shichuan rental house of Aihua road electric power company, Gengma County, Lincang City, Yunnan Province
Date of establishment: February 1, 2021
Legal representative: Wang Ding
Registered capital: 50 million yuan
Company type: limited liability company (sole proprietorship of legal person invested or controlled by non natural person)
Business scope: licensed items: fertilizer production; Livestock raising; Road transportation of raw and fresh milk; Purchase of raw and fresh milk; Feed production; Road cargo transportation (excluding dangerous goods); Breeding livestock and poultry production; Breeding livestock and poultry business (for projects subject to approval 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 results) general items: Sales of agricultural and sideline products; Fertilizer sales; Research and development of bio organic fertilizer; Compound processing of soil and fertilizer; Research and development of compound microbial fertilizer; Livestock sales; Grass planting; Grain cultivation; Animal husbandry and fishery feed sales; Sales of feed raw materials; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Housing lease; Sewage treatment and recycling; Treatment and utilization of livestock and poultry manure (except for projects subject to approval according to law, business activities shall be carried out independently according to law with business license).
6. Escrow object 6
Company name: Yunxian Pengyun animal husbandry Co., Ltd
Unified social credit Code: 91530129ma6pupxd9g
Address: Xingfu Town, Yunxian County, Lincang City, Yunnan Province (Yunxian Plateau Characteristic Agricultural Circular Economy Park)
Date of establishment: January 26, 2021
Legal representative: Wang Ding
Registered capital: 50 million yuan
Company type: limited liability company (sole proprietorship of legal person invested or controlled by non natural person)
Business scope: licensed items: fertilizer production; Livestock raising; Road transportation of raw and fresh milk; Purchase of raw and fresh milk; Feed production; Road freight transportation (excluding dangerous goods) (for projects that must be approved according to law, business activities can be carried out only after being approved by relevant departments, and the specific business items shall be subject to the approval documents or licenses of relevant departments) general items: Sales of agricultural and sideline products; Fertilizer sales; Research and development of bio organic fertilizer; Compound processing of soil and fertilizer; Research and development of compound microbial fertilizer; Livestock sales; Grass planting; Animal husbandry and fishery feed sales; Sales of feed raw materials; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Housing lease; Sewage treatment and recycling (except for projects subject to approval according to law, business activities shall be carried out independently according to law with business license).
7. Escrow object 7
Company name: Ludian PENGYUAN agriculture and animal husbandry development Co., Ltd
Unified social credit Code: 91530621ma7bbyed8c
Address: No. 68, group 1, yanchishan village, Wenping Town, Ludian County, Zhaotong City, Yunnan Province
Date of establishment: October 29, 2021
Legal representative: Ding Jiangang
Registered capital: 50 million yuan
Company type: limited liability company (sole proprietorship of legal person invested or controlled by non natural person)
Business scope: Ludian PENGYUAN agriculture and animal husbandry development Co., Ltd
Licensed items: animal breeding; Livestock raising; Breeding livestock and poultry production; Fertilizer production; Purchase of raw and fresh milk; Road transportation of raw and fresh milk; Feed production (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments, and the specific business items shall be subject to the approval results) general items: grass planting; Installation and maintenance of machinery specialized in agriculture, forestry, animal husbandry, sideline and fishery; Livestock sales; Sales of agricultural and sideline products; Fertilizer sales; Research and development of bio organic fertilizer; Compound processing of soil and fertilizer; Research and development of compound microbial fertilizer; Animal husbandry and fishery feed sales; Sales of feed raw materials (except for projects subject to approval according to law, carry out business activities independently according to law with business license).
The above companies have been established and operated for less than one year, and are not listed as dishonest Executees.
4、 Main contents of entrusted management agreement
Client (Party A): Shanghai Pengxin agricultural investment (Group) Co., Ltd
Trustee (Party B): Pengdu Agriculture & Animal Husbandry Co.Ltd(002505)
1. Escrow subject matter
The subject company entrusted by Party A to Party B this time is Party A
