Central China Securities Co.Ltd(601375) verification opinions on joint investment and establishment of project company and related party transactions by Palm Eco-Town Development Co.Ltd(002431) and related parties
Central China Securities Co.Ltd(601375) (hereinafter referred to as " Central China Securities Co.Ltd(601375) " or "sponsor") as the sponsor of Palm Eco-Town Development Co.Ltd(002431) (hereinafter referred to as " Palm Eco-Town Development Co.Ltd(002431) " or "company") non-public offering of shares in 2020, In accordance with the requirements of the measures for the administration of securities issuance and listing recommendation business, the stock listing rules of Shenzhen Stock Exchange (revised in 2022), the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board and other relevant provisions, the project company and related party transactions jointly invested and established by Palm Eco-Town Development Co.Ltd(002431) and related parties have been verified, and the verification opinions are as follows:
1、 Overview of foreign investment and related party transactions
(I) basic information of the transaction
Whereas Palm Eco-Town Development Co.Ltd(002431) (hereinafter referred to as "the company") and Henan yuzipuhe Industrial Development Co., Ltd. (hereinafter referred to as "yuzipuhe") have won the bid of "PPP project for comprehensive improvement of ecological environment in Panhe urban section of Sheqi county" in the form of consortium, and the estimated total investment of the project is 545178500 yuan.
In order to promote project implementation, At present, the company plans to invest 594598 million yuan (including 14.25 million yuan as the subscribed capital of the registered capital of the project company and the rest as the capital reserve of the project company) with Yuzi Puhe and the government representative "Sheqi County Xincai development and Construction Co., Ltd." (hereinafter referred to as "Xincai construction") to jointly establish "Sheqi County Zongpu ecological environment Co., Ltd. (tentative name, hereinafter referred to as" Sheqi Zongpu "), Sheqi Zongpu company will promote the project as the specific implementation subject of the project.
Yuzi Puhe is an enterprise controlled by the company's related party Zhongyuan Yuzi Investment Holding Group Co., Ltd., and Mr. Wang gengchao, the chairman of the company, serves as the legal representative and chairman of the company, and Mr. Li Xu, the director of the company, serves as the director of the company. According to the relevant provisions of the stock listing rules of Shenzhen Stock Exchange, Yuzi Puhe is a related party of the company, and the company forms an associated relationship with Yuzi Puhe, The company's foreign investment is a joint foreign investment with related parties.
(II) deliberation of the board of directors
On April, 2022, the company held the 42nd meeting of the 5th board of directors, which deliberated and adopted the "on joint investment and establishment of project company and related transactions with related parties" with 7 votes in favor, 0 votes against and 0 abstentions. Therefore, the related directors Wang gengchao, Hou Jie, Li Xu and Zhang Qiya avoided the voting of the proposal.
In accordance with the provisions of the Listing Rules of Shenzhen Stock Exchange and the measures for the administration of related party transactions of the company, this matter is within the deliberation and decision-making authority of the board of directors and does not need to be submitted to the general meeting of shareholders of the company for deliberation.
(III) this foreign investment does not constitute a major asset reorganization as stipulated in the measures for the administration of major asset reorganization of listed companies.
2、 Basic information of investment partners
(I) Yu Zi Pu he
1. Basic business information
Enterprise name: Henan yuzipuhe Industrial Development Co., Ltd
Unified social credit Code: 91410000ma3xc90027
Type: other limited liability companies
Legal representative: Wang gengchao
Registered capital: 500 million yuan
Date of establishment: July 29, 2016
Address: 4th floor, Zone C, Zhengzhou animation base, No. 292, Wenhua North Road, Huiji District, Zhengzhou City, Henan Province
Business scope: urban and rural infrastructure development; Construction and development of public service facilities; Agricultural development; Land consolidation; Enterprise management consulting; Economic and trade information consultation.
Ownership structure: Henan Yuzi Puchuang Equity Investment Fund Management Co., Ltd. holds 10%; Henan Yuzi urban rural integration construction and Development Co., Ltd. holds 90% of the shares.
Actual controller: Henan Provincial Department of Finance
2. Historical evolution and development of main business in recent three years
Henan yuzipuhe Industrial Development Co., Ltd. was established in July 2016 with a registered capital of 5 billion yuan. As the core subsidiary of Zhongyuan Yuzi investment holding group, Henan Yuzi Puhe Industrial Development Co., Ltd. aims to guide the integration of various social market resources such as investment, construction and operation, participates in the whole process of "investment, finance, management, construction and operation" and highlights the business system of key links, and carries out investment business around PPP field, medical and health care, park development and other aspects, It is the main force of Zhongyuan Yuzi investment holding group to support the development of infrastructure industry and basic supporting industries in Henan Province.
3. Association relationship
Yuzi Puhe is an enterprise controlled by Zhongyuan Yuzi Investment Holding Group Co., Ltd., a related party of the company, and Mr. Wang gengchao, the chairman of the company, serves as the legal representative and chairman of the company; Mr. Li Xu, the director of the company, holds the position of director in the company. According to the relevant provisions of the stock listing rules of Shenzhen Stock Exchange, yuzipuhe is a related party of the company, and the company forms a related relationship with yuzipuhe.
4. Main financial data of related parties
As of December 31, 2021, the total assets of Yuzi Puhe were 73526536 million yuan and the net assets were 21104993 million yuan; In 2021, the operating revenue was 2544191 million yuan and the net profit was 105934 million yuan (the above financial data were not audited).
5. Integrity status
Through online inquiry, Henan yuzipuhe Industrial Development Co., Ltd. is in good faith and is not a dishonest person to be executed.
(II) Xincai construction
Company name: Sheqi Xincai development and Construction Co., Ltd
Unified social credit Code: 91411327ma3x4e5633
Type: other limited liability companies
Legal representative: Zhao Zhifeng
Registered capital: RMB100000
Date of establishment: October 22, 2015
Registered address: Sheqi County Finance Bureau, Hongqi West Road, Sheqi County
Business scope: raising financing funds to support the development and investment of infrastructure, cultural industry, water conservancy construction, transportation construction and municipal construction projects undertaken by the county government, shanty town reconstruction, landscaping, concrete operation, tourism project development, comprehensive agricultural development, loan guarantee of various government projects Operate and manage the projects authorized by the county government (involving licensed projects, they can be operated only after obtaining the permission of relevant departments). Ownership structure: Nanyang Industrial Investment Group Co., Ltd. holds 51%; Sheqi county finance bureau holds 49% of the shares. Actual controller: Nanyang Finance Bureau
Responsibilities of the investor: the people's Government of Sheqi County authorizes Sheqi Xincai development and Construction Co., Ltd. to act as the government investment representative of the project company for the "comprehensive improvement PPP project of ecological environment in Panhe urban section of Sheqi county", perform the obligation of investment, enjoy the rights of shareholders of the project company and undertake the obligations of shareholders.
Association relationship: the company has no association relationship with Sheqi Xincai development and Construction Co., Ltd.
Integrity status: through online inquiry, Sheqi Xincai development and Construction Co., Ltd. is in good faith and is not a dishonest person.
3、 Basic information of investment object
(I) industrial and commercial information of the proposed project company
Company name: Sheqi Zongpu ecological environment Co., Ltd
Enterprise type: limited liability company
Registered capital: RMB 30 million
Operating period: 16 years
Business scope: land remediation services, water pollution control, landscaping project construction, urban park management; Engineering management services; estate management; Information technology consulting services; Environmental protection consulting services; Safety consulting services; Urban greening management; Municipal facilities management; Information consulting services (excluding licensed information consulting services); Water conservancy related consulting services (except for projects subject to approval according to law, carry out business activities independently according to law with the business license) (the above information shall be subject to the final approval of the administrative department for Industry and Commerce)
(II) mode of capital contribution: all parties make capital contributions in currency.
(III) equity structure
Unit: 10000 yuan
Amount of registered capital subscribed by the investor proportion of registered capital subscribed
Amount of registered capital subscribed by the investor proportion of registered capital subscribed
Sheqi Xincai development and Construction Co., Ltd. 150 5%
Palm Eco-Town Development Co.Ltd(002431) 1,425 47.5%
Henan yuzipuhe Industrial Development Co., Ltd. 142547.5%
Total 3 Tcl Technology Group Corporation(000100) %
4、 Main contents of foreign investment contract
Up to now, the parties have not signed the capital contribution agreement, and the specific terms of the agreement shall be subject to the officially signed relevant agreements.
5、 The purpose, risk and impact of this foreign investment on the company
Since the company, as the leader of the consortium, has won the bid for the "PPP project for comprehensive improvement of ecological environment in Panhe urban section of Sheqi county", the proposed project company "Sheqi Zongpu ecological environment Co., Ltd." is only the implementation subject of the project to promote follow-up works, project operation, management and other matters. The project company shall not carry out business unrelated to the "PPP project for comprehensive improvement of ecological environment in Panhe urban section of Sheqi county".
The foreign investment and establishment of the project company is in line with the company's strategy and business needs. All parties contribute in currency. The project capital other than the registered capital is invested in place at the same time according to the construction progress and shareholding ratio according to the PPP project contract. It does not violate the principles of openness, fairness and justice. However, the operation process of the project company is still affected by many factors such as macro-economy, industry cycle, operation and management, The company will take appropriate management measures and strengthen risk control according to the internal management system.
The establishment of the project company by this foreign investment will not have a significant impact on the company's recent financial situation and operating results.
6、 Accumulated various connected transactions with the connected person
1. As of the date of issuance of this verification opinion, including this joint foreign investment, the amount of joint foreign investment between the company and the related party Henan yuzipuhe Industrial Development Co., Ltd. in the last 12 months was 3150918175 yuan. As of the date of issuance of this verification opinion, including the amount of this foreign investment, the amount of joint foreign investment with the related party that has completed the review procedures of the board of directors, but has not yet reached the review standard of the general meeting of shareholders is 1134629775 million yuan. The details are as follows:
Unit: 10000 yuan
Time, session of the board of directors and the general meeting of shareholders, amount of capital contribution for joint foreign investment
Time, session of the board of directors and the general meeting of shareholders, amount of capital contribution for joint foreign investment
In April 2022, the 42nd session of the Fifth Board of directors jointly invested and established the project company to promote joint bid winning
Progress of the meeting project "PPP project for comprehensive 594598 improvement of ecological environment in Panhe urban section of Sheqi county" on June 25
In February 2022, the 39th session of the Fifth Board of directors jointly invested and established the project company to promote joint bid winning
Progress of the meeting project "540031775 comprehensive upgrading PPP project of urban municipal facilities in Qibin District, Hebi City" on June 16
In June 2021, the 5th board of directors jointly invested and established the project company to promote joint bid winning
Progress of the 28th project "comprehensive renovation of four lakes leisure area in Ningling county and 1043033rd meeting in July 2021 PPP project of supporting service facilities" at the meeting on June 25
On June 13, the project company was jointly invested and established to promote joint bid winning
The second project in 2021 is "the middle branch of Shenshui River and Qingshui River in Zhengyang County (original)
In May 2021, the 5th board of directors held four temporary PPP projects for downstream ecological environment treatment of Weijiagou
On June 14, the agenda of the 27th general meeting of shareholders "," Zhongyuan Road, Jili District, Luoyang City (East Gate of Xixia 9732554 conference yard - Shengli road section) and Century Avenue (Jianxi)
"PPP project" of road engineering in the section of ditch Chenguang
progress
Total 3150918175
2. As of this verification opinion
