Central China Securities Co.Ltd(601375) verification opinions on Palm Eco-Town Development Co.Ltd(002431) applying for loan limit and related party transactions from related parties
Central China Securities Co.Ltd(601375) (hereinafter referred to as ” Central China Securities Co.Ltd(601375) “) as the sponsor of Palm Eco-Town Development Co.Ltd(002431) (hereinafter referred to as ” Palm Eco-Town Development Co.Ltd(002431) ” or “the company”) for the non-public offering of shares in 2020, in accordance with the requirements of relevant regulations such as the administrative measures for securities issuance and listing sponsorship business, the stock listing rules of Shenzhen Stock Exchange, the self discipline supervision guidance No. 1 of listed companies of Shenzhen Stock Exchange – standardized operation of listed companies on the main board, Checked the loan limit applied by Palm Eco-Town Development Co.Ltd(002431) to related parties and related party transactions, and issued the following verification opinions:
1、 Overview of related party transactions
(I) basic information of the transaction
In order to better promote the business development of the company, the company plans to apply to Zhongyuan Yuzi Investment Holding Group Co., Ltd. or its subsidiaries (hereinafter referred to as “Yuzi group or its subsidiaries”) for a loan limit of no more than RMB 2 million. The loan limit is effective within 12 months from the date of deliberation and approval of relevant proposals by the shareholders’ meeting of the company, and the company can apply for use according to actual needs within the specified period, Within the total amount, the loan amount can be recycled within the validity period, and the company’s management is authorized to be specifically responsible for the implementation of this transaction. Henan Yuzi affordable housing management and Operation Co., Ltd. (hereinafter referred to as “Yuzi affordable housing”), the controlling shareholder of the company, is a wholly-owned subsidiary of Yuzi group. According to the relevant provisions of the stock listing rules of Shenzhen Stock Exchange, Yuzi group and its subsidiaries are related parties of the company, and this loan constitutes a related party transaction. (II) deliberation of the board of directors
On April 25, 2022, the company held the 42nd meeting of the 5th board of directors, deliberated and adopted the proposal on the company’s application for loan limit and related party transactions from related parties with 7 affirmative votes, 0 negative votes and 0 abstention votes, and the independent directors issued their prior approval and independent opinions. Since Wang gengchao, chairman of the board of directors, Hou Jie, Li Xu and Zhang Qiya are all directors appointed to the company by the related party Zhongyuan Yuzi Investment Holding Group Co., Ltd., the related directors Wang gengchao, Hou Jie, Li Xu and Zhang Qiya avoided voting on the proposal. According to the relevant provisions of the Listing Rules of Shenzhen Stock Exchange and the measures for the administration of connected transactions of the company, this event constitutes connected transactions; This matter needs to be submitted to the general meeting of shareholders of the company for deliberation.
Large asset restructuring.
2、 Basic information of related parties
(I) basic industrial and commercial information
Company name: Zhongyuan Yuzi Investment Holding Group Co., Ltd
Company type: limited liability company (solely state-owned)
Date of establishment: May 23, 2011
Registered address: West Building of Provincial Department of finance, No. 27, jingsan Road, Zhengzhou
Legal representative: Qin Jianbin
Registered capital: 1000000 yuan
Business scope: investment and financing and asset management; Investment and management of major government construction projects; Investment and operation of strategic emerging industries, modern service industries and high-tech industries; State owned equity holding and capital operation; Investment and financing policy research and economic consulting business of urbanization construction; Other asset investment and operation activities other than those prohibited by the approved national laws and regulations.
Equity structure: Henan Provincial Department of finance holds 100% equity of Yuzi group
(II) relationship with the company
Yuzi affordable housing now holds 13.10% of the shares of the company and is the controlling shareholder of the company. Yuzi affordable housing is a wholly-owned subsidiary of Yuzi group. According to the relevant provisions of the stock listing rules of Shenzhen Stock Exchange, Yuzi group and its subsidiaries are related parties of the company.
(III) financial data of related parties
Unit: 10000 yuan
Project December 31, 2020 (audited) September 30, 2021 (Unaudited)
Total assets 32343139183184266106
Total net assets 10903537641048553639
January December 2020 (audited) January September 2021 (Unaudited)
Operating income 9770952465070788
Net profit 7077875933779
3、 Main contents of related party transactions
1. Total loan amount: no more than RMB 2 million
2. Loan term: subject to the signing of a specific formal loan agreement.
3. Loan interest rate: no more than 8%. The actual loan interest rate shall be subject to the specific single loan agreement signed.
4. Purpose of loan: to support the company’s business development, supplement the company’s working capital or repay the stock debt. 5. Safeguard measures: the company will provide safeguard measures approved by Yuzi group or its subsidiaries, including but not limited to joint guarantee of natural persons, in the form of mortgage or pledge of relevant real estate of the company or equity of subsidiaries.
6. Other specific contents shall be subject to the text of the formal loan agreement.
4、 Pricing policy and basis of transaction
The company’s application for the loan limit from the related party Yuzi group or its subsidiaries is voluntary negotiation between the two parties. The loan is mainly used to meet the capital needs of the company’s daily operation, which is conducive to enhancing the company’s competitive strength and will have a positive impact on the company’s sustainable operation ability. Moreover, the loan interest rate will be determined with reference to marketization, without any behavior damaging the interests of listed companies and minority shareholders and affecting the independence of the company.
5、 The purpose of this transaction and the impact of the transaction on the listed company
This loan from the related party Yuzi group or its subsidiaries is to meet the needs of the company’s funds, broaden the company’s financing channels and facilitate the development of the company. It is a reasonable transaction. There is no occupation of the company’s funds and damage to the interests of the company and its shareholders, especially small and medium-sized shareholders. This connected transaction will not have a significant adverse impact on the company’s financial status, operating results and independence.
6、 The balance of related party loans with the related party as of the date of issuance of the verification opinions
As of the date of issuance of this verification opinion, the loan balance provided by the company’s related party Zhongyuan Yuzi Investment Holding Group Co., Ltd. to the company is RMB 90 million, the loan balance provided by the company’s related party Henan Yuzi Puhe Industrial Development Co., Ltd. to the company is RMB 200 million, and the loan balance provided by the company’s related party Henan Yuzi affordable housing management and Operation Co., Ltd. is RMB 320 million.
7、 Prior approval and independent opinions of independent directors
The independent directors of the company conducted a pre audit on this connected transaction and agreed to submit the matter to the board of directors for deliberation.
The independent directors of the company expressed independent opinions that when the board of directors of the company reviewed the application for loan limit from related parties, the review and voting procedures were in line with the provisions of relevant laws, regulations and the articles of association. This transaction is to meet the capital needs of the company’s operation and development. It is a reasonable transaction and is beneficial to the company’s future growth and development. This transaction does not harm the interests of the company and all shareholders, nor will it have a significant adverse impact on the company’s sustainable operation ability, financial status, operating results and independence. The related directors avoided the voting of the proposal. We agree to submit the proposal to the general meeting of shareholders of the company for deliberation, and the related shareholders need to avoid voting.
8、 Opinions of the sponsor
After verification, the sponsor believes that the company’s application for loan limit and related party transactions from related parties has been deliberated and approved at the 42nd meeting of the Fifth Board of directors, the independent directors have issued prior approval opinions and independent opinions, and fulfilled the necessary approval procedures, Comply with the provisions of the company law of the people’s Republic of China, the guidelines for self regulatory supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and other relevant laws and regulations and the articles of association. Based on the above situation, the recommendation institution has no objection to the company’s application for loan limit and related party transactions from related parties.
(there is no text on this page, which is the signature and seal page of Central China Securities Co.Ltd(601375) verification opinions on Palm Eco-Town Development Co.Ltd(002431) applying for loan limit from related parties and related transactions)
Sponsor representative (signature):
Liu Zheng, Xu Gang
Central China Securities Co.Ltd(601375) April 26, 2022
