China Greatwall Securities Co.Ltd(002939)
About Lingnan Eco&Culture-Tourism Co.Ltd(002717)
Verification opinions on relevant financial matters of the joint stock company
China Greatwall Securities Co.Ltd(002939) (hereinafter referred to as ” China Greatwall Securities Co.Ltd(002939) ” or “sponsor”) as the sponsor of Lingnan Eco&Culture-Tourism Co.Ltd(002717) (hereinafter referred to as ” Lingnan Eco&Culture-Tourism Co.Ltd(002717) ” and “company”) non-public offering of A-Shares in 2020, In accordance with the measures for the administration of securities issuance and listing recommendation business, the Listing Rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 13 – recommendation business and other relevant provisions, the relevant financial matters of Lingnan Eco&Culture-Tourism Co.Ltd(002717) involving joint-stock companies have been carefully verified, The verification conditions and opinions are as follows:
1、 Item overview
Lingnan Eco&Culture-Tourism Co.Ltd(002717) the 28th meeting of the 4th board of directors and the 23rd Meeting of the 4th board of supervisors deliberated and adopted the proposal on transferring part of the equity of subsidiaries, The company transferred 51% equity of its subsidiary Beijing Bennong Technology Development Co., Ltd. (hereinafter referred to as “Bennong technology”) to Sichuan Yinchuang industrial and Financial Capital Holding Co., Ltd. (hereinafter referred to as “Sichuan Yinchuang”, and the actual controller of Sichuan Tourism Investment Group Co., Ltd., the controlling shareholder of Sichuan Yinchuang, is the state owned assets supervision and Administration Commission of Sichuan provincial government. The above equity transfer was completed in December 2020, After the completion of the transaction, the company still holds 19% equity of Bennong technology, and Bennong technology is changed from a holding subsidiary of the company to a participating subsidiary.
During the period when Bennong technology was the holding subsidiary of the company, the company incurred a current payment of 78.8 million yuan to support its daily operation and management. The repayment period was February 11, 2021, and the loan interest rate was 8%. If the principal and interest were not paid within the time limit, the company was required to pay liquidated damages of 0.04% of the repayment amount every day. As of April 30, 2022, the company has received the principal of current account returned by Bennong technology of 15.5 million yuan, and Bennong technology has not paid Lingnan Eco&Culture-Tourism Co.Ltd(002717) principal and interest and liquidated damages of 841444 million yuan in total. Due to the long approval process of Bennong technology’s handling of financing matters with banks and other financial institutions, through negotiation, Bennong technology has outstanding arrears of 841444 million yuan in total, the repayment period has been extended to December 31, 2022, and the loan interest is 8%, If the principal and interest are not paid within the time limit, a penalty of 0.04% of the amount payable shall be paid every day.
The proposal on the matters considered by the 38th session of the board of directors and the fourth session of the board of directors held on the 29th day of 2024 was approved by the board of directors. Independent directors express their independent opinions on this. In accordance with relevant laws and regulations and the relevant provisions of the articles of association, this matter needs to be submitted to the general meeting of shareholders for deliberation.
2、 Basic information of participating companies
Company name: Beijing Bennong Technology Development Co., Ltd
Date of establishment: April 13, 2016
Legal representative: Duan Zhijian
Registered capital: 333333 million yuan
Enterprise type: other limited liability companies
Unified social credit Code: 91110105ma004q990p
Address: room 1201, 12th floor, building 5, yard 2, Kechuang 6th Street, Beijing Economic and Technological Development Zone, Beijing (Yizhuang group, high-end industrial area, Beijing Pilot Free Trade Zone)
Business scope: technology development, technology transfer, technical consultation, technology promotion and technical services; Sales of mechanical equipment, electronic products, computers, software and auxiliary equipment; Leasing machinery and equipment; Acting as import and export agent; Import and export of goods; Technology import and export; Labor subcontracting. (market entities shall independently choose business projects and carry out business activities according to law; projects that must be approved according to law shall carry out business activities according to the approved contents after being approved by relevant departments; they shall not engage in business activities of projects prohibited and restricted by national and municipal industrial policies.)
Name of shareholder subscribed capital contribution (10000 yuan) contribution proportion
Sichuan Yinchuang Industrial Finance Capital Holding Co., Ltd. 16999983 51%
Beijing Bennong Environmental Protection Technology Group Co., Ltd. 850 25.5%
Lingnan Eco&Culture-Tourism Co.Ltd(002717) 6333317 19%
Ningbo Meishan free trade port HengAn Qitai investment management partnership
Enterprise (limited partnership) 100 3%
40 1.2%
Chen Guanming 10 0.3%
Total 333333 100%
Bennong technology is a joint-stock subsidiary of the company and the actual controller of the controlling shareholder of Sichuan Yinchuang (Sichuan Tourism Investment Group Co., Ltd.) is the state owned assets supervision and Administration Commission of Sichuan provincial government.
In 2021, Bennong technology had total unaudited assets of 8134431 million yuan, total liabilities of 6196778 million yuan, net assets of 1937653 million yuan, operating income of 1609117 million yuan and net profit attributable to the owner of the parent company of 464317 million yuan.
Upon inquiry, Bennong technology is not a dishonest person.
3、 Risk analysis and risk control measures
The essence of this event is the continuation of the company’s daily operating current accounts to the original holding subsidiaries. Sichuan Yinchuang, the controlling shareholder of Bennong technology, or Sichuan Tourism Investment Group Co., Ltd., the controlling shareholder of Bennong technology, intends to provide guarantee for the bank loan of no more than 200 million yuan of Bennong technology and / or its subsidiary Hunan Bennong Environmental Technology Co., Ltd. At present, the financing project is advancing in an orderly manner. After the financing funds are in place, Bennong technology will return the current funds one after another, and the payment collection ability is greatly guaranteed. The matter still needs the approval of Sichuan Tourism Investment Group Co., Ltd. and the bank.
Bennong Technology issued a repayment plan on April 27, 2022. As of April 30, 2022, Bennong technology has not paid Lingnan Eco&Culture-Tourism Co.Ltd(002717) arrears, with a total amount of 841440 million yuan and corresponding interest will be paid before December 31, 2022. The company will urge Bennong technology to repay on schedule.
4、 Accumulated current account amount
As of the date of issuance of this verification opinion, the total balance of the company’s current account (passive subsidy) was 841440 million yuan, accounting for 1.74% of the company’s audited net assets attributable to the shareholders of the listed company on December 31, 2021; The total balance of current accounts (passive subsidies) of the company and its holding subsidiaries to units outside the consolidated statements is 841444 million yuan, accounting for 1.74% of the company’s audited net assets attributable to shareholders of listed companies on December 31, 2021.
5、 Opinions of the board of directors and independent directors
Prior approval and independent opinions of independent directors:
The independent directors of the company approved the matter in advance and agreed to submit the matter to the board of directors for deliberation.
Prior approval opinion: this matter is actually the continuation of the company’s daily operating current account of the original holding subsidiary. This transaction will not affect the daily operation of the company and will not damage the interests of the company and all shareholders, especially non affiliated shareholders and minority shareholders. The independent director approved this matter and agreed to submit it to the board of directors of the company for deliberation.
Independent opinion: this event is actually the continuation of the company’s daily operating current accounts of the original holding subsidiary. The independent directors have carefully studied and demonstrated the necessity, fairness of price, decision-making procedures and existing risks of this transaction. Beijing Bennong Technology Development Co., Ltd. has issued a repayment plan and taken necessary risk control measures. This transaction will not affect the daily operation of the company. The independent directors agreed to the proposal on financial matters of the joint stock company.
Opinions of the board of directors:
This event is actually the continuation of the company’s daily operating current accounts of the original holding subsidiary. Beijing Bennong Technology Development Co., Ltd. has issued a repayment plan, and Sichuan Yinchuang Industrial Finance Capital Holding Co., Ltd., the controlling shareholder of Bennong technology, or its controlling shareholder Sichuan Tourism Investment Group Co., Ltd., intends to provide guarantee for the bank loan of Bennong technology and / or its subsidiary Hunan Bennong Environmental Technology Co., Ltd. of no more than 200 million yuan. Therefore, the risk of this event is within the controllable range and will not have a significant impact on the daily operation of the company.
6、 Opinions of the board of supervisors
After careful study, demonstration and review of the necessity, fairness of price, decision-making procedures and existing risks of this event, the board of supervisors believes that this event is actually the continuation of the company’s daily operating current accounts of the original holding subsidiary. Beijing Bennong Technology Development Co., Ltd. has issued a repayment plan and taken necessary risk control measures. This transaction will not affect the daily operation of the company. Therefore, the board of supervisors agreed to the proposal on financial matters of joint stock companies.
7、 Opinions of the sponsor
Upon verification, China Greatwall Securities Co.Ltd(002939) believes that the company’s financial matters related to the joint-stock company have been deliberated and approved by the board of directors, the independent directors have issued prior approval opinions and independent opinions, and the board of supervisors has issued consent opinions. The company’s financial matters related to the joint-stock company need to be submitted to the general meeting of shareholders for deliberation, The decision-making procedures comply with the relevant provisions of the Listing Rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, the articles of association and so on; The company’s financial matters related to the joint-stock company will not affect the company’s daily operation, and there is no situation damaging the interests of the company and minority shareholders. The recommendation institution has no objection to this matter.
(there is no text on this page, which is the signature and seal page of China Greatwall Securities Co.Ltd(002939) on Lingnan Eco&Culture-Tourism Co.Ltd(002717) on the verification opinions on relevant financial matters of the joint-stock company) sponsor representative (signature):
Zhang Jie, Zhang Tao
date 0029
