Securities code: Fujian Haiyuan Composites Technology Co.Ltd(002529) securities abbreviation: Fujian Haiyuan Composites Technology Co.Ltd(002529) Announcement No.: 2022024 Jiangxi Haiyuan Composite Technology Co., Ltd
Announcement on leasing real estate and related party transactions of wholly-owned subsidiaries
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
(I) main contents of this connected transaction
Jiangxi Haiyuan composite material technology Co., Ltd. (hereinafter referred to as “the company”) held the 10th meeting of the 5th board of directors on May 25, 2021. The proposal on leasing real estate and related party transactions of wholly-owned subsidiaries was passed by 4 votes in favor, 0 against, 0 abstention and 3 votes. The related directors Mr. Gan Shengquan, Ms. Xu Huaying and Mr. Zhang Zhong avoided voting. It is agreed that the wholly-owned subsidiary Xinyu Savi Power Technology Co., Ltd. (hereinafter referred to as “Savi power”) and Jiangxi Savi LDK Cecep Solar Energy Co.Ltd(000591) High Tech Co., Ltd. (hereinafter referred to as “Jiangxi Savi LDK”) sign the lease contract, with a lease area of 4619435 square meters and an estimated total amount of no more than RMB 3.5 million. The lease term is from May 25, 2021 to May 24, 2022.
As the above lease contract is about to expire, in order to ensure the normal operation of the wholly-owned subsidiary Saiwei power supply and comprehensively consider the future development needs of Saiwei power supply, Saiwei power supply plans to sign a lease contract with Jiangxi Saiwei power supply. The original lease area is adjusted to 4482657 square meters and the lease area is increased to 2309308 square meters, with a total lease area of 6791965 square meters. The lease term is from May 25, 2022 to May 24, 2023, The monthly rent is 6.5 yuan / m2, and the newly leased area is entitled to a three-month rent free period. The specific contents are subject to the lease contract signed by both parties.
(II) compliance with related party transactions
Mr. Gan Shengquan, the chairman and general manager of the company, is the chairman of Jiangxi Savi LDK company, the counterparty of this transaction. Mr. Zhang Zhong, the director, deputy general manager and chief financial officer of the company, is the director of Jiangxi Savi LDK company. According to the relevant provisions of the stock listing rules of Shenzhen Stock Exchange, Jiangxi Savi LDK is the related party of the company, and this transaction constitutes a related party transaction.
(III) approval procedures for this connected transaction
The company held the 17th meeting of the 5th board of directors on April 25, 2022, and passed the proposal on leasing real estate and related party transactions of wholly-owned subsidiaries with 4 votes in favor, 0 against, 0 abstention and 3 votes. The related directors Mr. Gan Shengquan, Ms. Xu Huaying and Mr. Zhang Zhong avoided voting. The independent directors of the company recognized the above related party transactions in advance and expressed independent opinions. The above-mentioned related party transactions need not be submitted to the general meeting of shareholders for deliberation, nor do they constitute a major asset reorganization as stipulated in the measures for the administration of major assets of listed companies.
2、 Basic information of counterparty
(I) basic information of related parties
Jiangxi Saiwei LDK Cecep Solar Energy Co.Ltd(000591) High Tech Co., Ltd
1. Company type: limited liability company
2. Unified social credit Code: 913 Quzhou Wuzhou Special Paper Co.Ltd(605007) 75877086f
3. Registered capital: 6013857100 yuan
4. Legal representative: Li Yiqiu
5. Registered address: Meiyuan community, high tech Economic Development Zone, Xinyu City, Jiangxi Province
6. Business scope: silicon purification; Production, sales and storage of single crystal and polysilicon rods and polysilicon chips, Cecep Solar Energy Co.Ltd(000591) batteries, Cecep Solar Energy Co.Ltd(000591) photovoltaic application products, Cecep Solar Energy Co.Ltd(000591) heat pipes, Cecep Solar Energy Co.Ltd(000591) water heaters, water heating systems and Cecep Solar Energy Co.Ltd(000591) photothermal application products; R & D, production and sales of sapphire substrate materials and light emitting diodes (except for the projects involving pre licensing, national restrictions and prohibitions)
7. Main financial data of the latest year and period (Unaudited):
Unit: 10000 yuan
The project ends on December 31, 2021 and ends on March 31, 2022
Total assets 1673427016672487
Total liabilities 1909059719235966
Net assets -2356327 -2563479
Project year 2021 January March 2022
Operating income 538333206133
Net profit -836077 -198816
(II) relationship between the company and the counterparty
Association with the company: Mr. Gan Shengquan, the chairman and general manager of the company, is the chairman of Jiangxi Savi LDK company, and Mr. Zhang Zhong, the director, deputy general manager and chief financial officer of the company, is the director of Jiangxi Savi LDK company. According to the relevant provisions of the stock listing rules of Shenzhen Stock Exchange, Jiangxi Savi LDK is the related party of the company, and this transaction constitutes a connected transaction.
(III) main historical evolution
1. In July 2005, Jiangxi Seville LDK was established in Xinyu, Jiangxi Province, with a registered capital of US $29 million. It is a Sino foreign joint venture, of which Suzhou Liuxin Industrial Co., Ltd. contributed US $8 million, accounting for 27.59% of the registered capital, and Hong Kong meteor Industrial Co., Ltd. contributed US $21 million, accounting for 72.41% of the registered capital.
2. In July 2006, Suzhou Liuxin Industrial Co., Ltd. and Hong Kong meteor Industrial Co., Ltd. transferred 100% of the equity of ldk100 of Jiangxi Saiwei to LDK Solar Co., Ltd. (registered in Cayman Islands). From August 2006 to March 2011, LDK Solar Co., Ltd. increased the capital of LDK of Jiangxi Saiwei for many times, and the registered capital increased from US $29000 to US $866.55 million. In July 2015, the legal representative of Jiangxi Savi LDK was changed to Liu Zhibin.
3. In November 2015, Jiangxi Savi LDK entered bankruptcy reorganization and completed the reorganization in January 2018. The legal representative, chairman and general manager of the company were changed to Gan Shengquan.
4. In September 2020, the legal representative and general manager of Jiangxi Saiwei LDK company were changed to Li Yiqiu.
(IV) performance capability analysis
After verification, Jiangxi Savi LDK does not belong to the dishonest executee.
3、 Basic information of the transaction object
(I) subject matter of transaction
The lessor and the lessee lease area lease term house address total rent (10000 yuan) (M2)
Jiangxi Savi Savi power supply 6791965 1-year Savi Avenue 484.74
LDK 1950 plant
(II) pricing policy and basis of transaction
The transaction follows the market pricing principle. After friendly negotiation between the two parties, the rent is 6.5 yuan / m2 / month. The pricing is determined with reference to the rental price in the local market.
(III) ownership relationship of real estate
The above real estate is mortgaged, and the mortgagees are Bank Of China Limited(601988) Xinyu branch, China Development Bank, judicial enforcement and other major disputes or other circumstances that hinder the transfer of ownership. Relevant mortgage matters have been agreed in the lease contract, which has no impact on this transaction.
4、 Pricing policy and basis of transaction
The transaction follows the market pricing principle. After friendly negotiation between the two parties, the rent is 6.5 yuan / m2 / month. The pricing is determined with reference to the rental price in the local market.
5、 Main contents of the contract
Lessor: Jiangxi Saiwei LDK Cecep Solar Energy Co.Ltd(000591) High Tech Co., Ltd. (hereinafter referred to as Party A)
Lessee: Xinyu Saiwei Power Technology Co., Ltd. (hereinafter referred to as Party B)
1. Party A will lease to Party B seven factories, one laboratory, one and a half floors of a dormitory building and two floors of an office building (hereinafter referred to as the lease) located in the plant at 1950 Saiwei Avenue, with a total area of 6791965 square meters. They are:
1) S02328204 workshop, with a building area of 1853826 square meters;
2) S0232824 silicon material and sand blasting workshop, with a building area of 646128 square meters;
3) S0232826 phase II machine repair workshop (29), with a building area of 724326 square meters; 4) S0232816 phase II plant 6 (31), with a building area of 694844 square meters; 5) Scientific research laboratory, the building area of the leased house is 580.88 square meters;
6) S0232829 cadre dormitory building, with a building area of 211112 square meters;
7) The office building and the leased house have a construction area of 294333 square meters;
8) S02328195 workshop, with a building area of 1324604 square meters;
9) S0232818 finished product warehouse, the building area of the leased house is 783704 square meters;
10) S0232822 phase II sand blasting workshop, the building area of the leased house is 201000 square meters.
2. The lease term is from May 25, 2022 to May 24, 2023.
3. Rent: the total area of the three buildings (8), (9) and (10) is 2309308 square meters. The rent is free for three months, and the other is 6.5 yuan / square meter / month.
4. Early termination of contract:
(1) If the performance of this contract cannot be continued due to Party A, and Party B cannot use the lease object, including but not limited to Party B’s inability to use the lease object due to the change of ownership of the lease object, the disposal of the lease object due to Party A, Party B’s compulsory clearance required by Party A’s creditors, the cancellation or early termination of this contract according to law, and the failure of Party B’s lease purpose due to major defects in the lease object, In addition to the compensation equal to the rent for the remaining time of the lease term, Party A shall also return the remaining rent paid by Party B and the full amount of Party B’s deposit, and bear the remaining decoration loss of Party B. the remaining decoration loss is the remaining contract lease term divided by the contract lease term multiplied by the decoration cost.
(2) Party A has informed Party B of the mortgage of the leased house before leasing. If the mortgagee exercises his power, Party A shall notify Party B in writing no less than 15 working days ago. Under the same conditions, Party B has the right of first refusal to purchase the house. If Party B fails to reply in writing within 5 days after receiving the notice, it shall be deemed that Party B waives the right of first refusal.
6、 Transaction purpose and impact on the company
The real estate leased by Seville power supply is the daily office space and the land for the storage of apartments, materials and products, which is required for the normal production and operation of the wholly-owned subsidiary. The transaction price is fairly and reasonably determined according to the fair market price. This transaction is conducive to the normal development of the daily business activities and future business development of the wholly-owned subsidiary. There is no situation that damages the interests of the company and shareholders, especially small and medium-sized shareholders, nor does it affect the independent operation of the company.
7、 Accumulated various connected transactions with the connected person
From the beginning of the year to the disclosure date, the total amount of various related party transactions with Jiangxi Savi LDK was 153236645 yuan.
8、 Opinions of independent directors
(I) prior approval opinions of independent directors
After review, according to the needs of daily operation, the company’s wholly-owned subsidiary Saiwei power and Jiangxi Saiwei LDK leased real estate. The related party transaction has submitted relevant materials to the independent directors in advance. The independent directors have conducted a prior review. This related party transaction meets the needs of daily production and operation, and agree to submit this proposal to the 17th meeting of the Fifth Board of directors for deliberation, and the related directors should avoid voting on relevant matters.
(II) opinions of independent directors
After review, the independent directors believe that the above daily connected transactions are to meet the needs of production and operation, and the pricing of leasing real estate is fair and reasonable. There is no situation that damages the interests of the company and other shareholders, especially small and medium-sized shareholders. The review procedure is legal and effective, and complies with the provisions of relevant laws and regulations and the articles of association. Therefore, the independent directors agree to the daily related party transactions between Savi power and Jiangxi Savi LDK.
Board of directors of Jiangxi Haiyuan composite material technology Co., Ltd
April 26, 2002
