Securities code: Pengdu Agriculture & Animal Husbandry Co.Ltd(002505) securities abbreviation: Pengdu Agriculture & Animal Husbandry Co.Ltd(002505) Announcement No.: 2022031 Pengdu Agriculture & Animal Husbandry Co.Ltd(002505)
Announcement on applying for loans from Fudian bank and accepting related party guarantees
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 guarantee
(I) overview of related party transactions
In order to promote business development and meet capital needs, Pengdu Agriculture & Animal Husbandry Co.Ltd(002505) (hereinafter referred to as “the company”) plans to apply to Fudian bank for a working capital loan of no more than 225 million yuan, with a loan term of 7 months. The company will take the three parcels of land in Dongying City, Shandong Province held by the holding subsidiary Dongying Pengxin Real Estate Co., Ltd. as the mortgage guarantee, Tibet FUHENG Investment Management Co., Ltd. (hereinafter referred to as “Tibet FUHENG”) will take Wingtech Technology Co.Ltd(600745) 6947031 shares held as the pledge guarantee, and Shanghai Pengxin (Group) Co., Ltd. (hereinafter referred to as “Pengxin group”) will act as the joint repayment person and undertake joint and several liability guarantee; Tibet FUHENG, Tibet Style Investment Management Co., Ltd. (hereinafter referred to as “Tibet Style”), Shanghai Pengxin Zhipeng Investment Center (limited partnership) (hereinafter referred to as “Pengxin Zhipeng”), Yunnan Pengxin Fusheng Agricultural Development Co., Ltd. (hereinafter referred to as “Pengxin Fusheng”) Shanghai Pengxin agricultural investment (Group) Co., Ltd. (hereinafter referred to as “Pengxin agricultural investment”) and Mr. Jiang Zhaobai, the actual controller of the company, undertake joint and several liability guarantee.
On April 27, 2022, the company held the 22nd Meeting of the seventh board of directors, which deliberated and adopted the proposal on the company’s application for loan from Fudian bank. Related directors Mr. Dong Yizhe and Mr. Yan Dongming withdrew from voting. The independent directors of the company have expressed their independent opinions of prior approval and consent on this related party transaction.
According to the relevant provisions of the Listing Rules of Shenzhen Stock Exchange, Mr. Jiang Zhaobai, the actual controller of the company, is the connected natural person of the company, and the Pengxin group controlled by him and the persons acting in concert, Tibet FUHENG, Tibet style, Pengxin Zhipeng, Pengxin Fusheng and Pengxin agricultural investment, are the connected legal persons of the company. This acceptance of guarantee constitutes a connected transaction, However, it does not constitute a major asset reorganization stipulated in the measures for the administration of major asset reorganization of listed companies, and does not need to be approved by relevant departments.
This time, the company applied for loans from banks and accepted guarantees from related parties. The company was exempted from paying guarantee fees, and the company did not need to provide counter guarantee. It was a matter for deliberation and decision-making by the board of directors of the company and did not need to be submitted to the general meeting of shareholders for approval.
2、 Basic information of related parties
1. Mr. Jiang Zhaobai is the actual controller of the company.
2. Shanghai Pengxin (Group) Co., Ltd
Legal representative: Jiang Zhaobai
Unified social credit Code: 9131 Zte Corporation(000063) 105040xk
Registered capital: 100 million yuan
Address: No. 65, Xiushan Road, Chongming County, Shanghai
Business scope: licensed items: breeding livestock and poultry production; Livestock raising; Real estate development and operation. Business activities can only be carried out with the approval of the enterprise’s general investment (Project Management) or relevant documents, except for the approval of the enterprise’s general investment (Project Management) and its relevant business management departments in accordance with the law. (except for the items that must be approved according to law, the company shall independently carry out business activities according to law with its business license)
3. Tibet FUHENG Investment Management Co., Ltd
Legal representative: Yan Dongming
Unified social credit Code: 91540126ma6t13uk2c
Registered capital: 3 million yuan
Address: 2-16-05a, venture base building, Dazi Industrial Park, Dazi County, Lhasa, Tibet Autonomous Region
Business scope: venture capital management (excluding public funds. It is not allowed to participate in the initiation or management of public or private securities investment funds and investment in financial derivatives; it is not allowed to engage in real estate and guarantee business; it is not allowed to raise funds, absorb public deposits and issue loans in public; it is not allowed to engage in Securities and futures investment; it is not allowed to publicly trade securities investment products or financial derivatives; it is not allowed to operate financial products, financial products and related derivative businesses). [for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments]
4. Tibet Style Investment Management Co., Ltd
Legal representative: Wang Bing
Unified social credit Code: 91540126ma6t140w2k
Registered capital: 1 million yuan
Address: 2-1-07a, floor 2, venture base building, Dazi Industrial Park
Business scope: Investment Management (excluding financial and brokerage business, private placement products or usufruct of private placement products shall not be raised, sold or transferred to non qualified investors); Asset management (excluding financial asset management and insurance asset management); Enterprise management, enterprise management consulting, technical consulting, economic and trade consulting Investment consulting (excluding financial and brokerage businesses, and not offering, selling or transferring private placement products or the right to return on private placement products to non qualified investors) (not raising funds, absorbing public deposits and issuing loans in public; not engaging in Securities and futures investment; not publicly trading securities investment products or financial derivatives; not operating financial products, financial products and related derivative businesses). [for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments]
5. Shanghai Pengxin Zhipeng Investment Center (limited partnership)
Executive partner: Shanghai Pengxin Asset Management Co., Ltd
Unified social credit Code: 9131 Digital China Group Co.Ltd(000034) 2391494k
Registered capital: 20 million yuan
Address: room a-813, No. 188, Yesheng Road, China (Shanghai) pilot Free Trade Zone
Business scope: industrial investment, equity investment management, investment management and consulting. [for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments]
6. Yunnan Pengxin Fusheng Agricultural Development Co., Ltd
Legal representative: Dong Yizhe;
Unified social credit Code: 91530100ma6p941746
Registered capital: 771 million yuan;
Address: No. 835, floor 8, building 1, Yunnan returnees Pioneer Park, No. 80, chunman Avenue, information industry base, Luoyang sub district office, economic development zone, Kunming area, China (Yunnan) pilot free trade zone;
Business scope: licensed items: Road cargo transportation; Timber mining and transportation; Recycling of renewable resources (except productive waste metals); Livestock breeding (for items 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; Livestock sales; Animal husbandry and fishery feed sales; Fertilizer sales; Food business (sales of prepackaged food); Import and export of goods; Technology import and export; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Agricultural machinery leasing; Non residential real estate leasing (involving sublease business is strictly prohibited); Information consulting services (excluding licensed information consulting services); Loading, unloading and handling; Edible Shenzhen Agricultural Products Group Co.Ltd(000061) wholesale; Sales of high-performance non-ferrous metals and alloy materials; Sales of metal materials; Sale of gold and silver products; Sales of coal and products; Pulp sales; Wholesale of hardware products; Sales of electrical equipment; China trade agency; Sales of petroleum products (excluding hazardous chemicals); Metal ore sales; Sales of building materials; Sales of knitwear and textiles; Grain sales; Wholesale of fresh fruits; Wholesale of auto parts; Sales of electronic products; Sales of non-metallic minerals and products (the following business scope is limited to branches outside the area: grass planting; grain planting; edible Shenzhen Agricultural Products Group Co.Ltd(000061) primary processing; feeding;) (except for the items that must be approved according to law, the company shall independently carry out business activities according to law with its business license).
7. Shanghai Pengxin agricultural investment (Group) Co., Ltd
Legal representative: Dong Yizhe
Unified social credit Code: 91310107132923106q
Registered capital: 81.15 million yuan
Address: Room 305, third floor, No. 8 Lane 458, Yichang Road, Putuo District, Shanghai
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, mechanical and electrical 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 (excluding hazardous 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 after approval by relevant departments]
The above legal persons and individuals are not dishonest Executees.
3、 Main contents of related party transactions
In order to support the development of the company, Mr. Jiang Zhaobai, the actual controller of the company, and his concerted actors Pengxin group, Tibet FUHENG, Tibet style, Pengxin Zhipeng, Pengxin Fusheng and Pengxin agricultural investment plan to provide joint and several liability guarantee for the 2.25 yuan loan applied by the company to Fudian bank. The company is exempted from paying guarantee fees and does not need to provide counter guarantee. The specific circumstances are subject to the actually signed agreement.
4、 The purpose of transaction and the impact of transaction on Listed Companies
Mr. Jiang Zhaobai, the actual controller of the company, and the persons acting in concert Pengxin group, Tibet FUHENG, Tibet style, Pengxin Zhipeng, Pengxin Fusheng and Pengxin agricultural investment provide joint and several liability guarantee for the 225 million yuan loan applied by the company to Fudian bank. The company is exempt from paying guarantee fees and does not need to provide counter guarantee, which reflects the support of the actual controller to the company and is in line with the interests of the company and all shareholders, It will not have an adverse impact on the company’s business performance, damage the interests of the company and shareholders, especially minority shareholders, and comply with the provisions of relevant laws, regulations and the articles of association.
5、 Accumulated various connected transactions with the connected person
From the beginning of this year to the present, the total amount of various related party transactions between the company and its subsidiaries and Pengxin group (including other related parties controlled by the same subject or controlled by each other) is 365562 million yuan.
6、 Prior approval and independent opinion of independent directors
1. Prior approval opinions of independent directors
This related party transaction is conducive to ensuring the capital demand required for the company’s business development, in line with the interests of the listed company, without damaging the interests of shareholders, especially small and medium-sized shareholders, and has no adverse impact on the independence of the company. We agree to submit the proposal on the company’s application for loan from Fudian bank to the 22nd Meeting of the 7th board of directors of the company for deliberation. At that time, the related directors need to avoid voting.
2. Independent opinions of independent directors
After verification, the company plans to apply for a loan of RMB 225 million from Fudian bank and accept the joint and several liability guarantee provided by Mr. Jiang Zhaobai, the actual controller of the company, and the persons acting in concert. The guarantee is conducive to ensuring the capital needs required for the business development of the company and in line with the interests of listed companies. When the board of directors of the company deliberated this connected transaction, the connected directors implemented the principle of avoidance, and their voting procedures were complete, in line with the relevant provisions of the Shenzhen Stock Exchange Stock Listing Rules, the Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 1 – standardized operation of main board listed companies, the articles of association and so on. Therefore, we agree to the above related party transactions.
7、 Documents for future reference
1. Resolutions of the 22nd Meeting of the 7th board of directors of the company;
2. Independent opinions of independent directors on matters related to the 22nd Meeting of the seventh board of directors;
3. Prior approval opinions of independent directors on matters related to the 22nd Meeting of the seventh board of directors; 4. Working capital loan contract.
It is hereby announced.
Pengdu Agriculture & Animal Husbandry Co.Ltd(002505) board of directors April 28, 2022
