Securities code: 002663 securities abbreviation: Pubang Landscape Architecture Co.Ltd(002663) Announcement No.: 2022-002 Pubang Landscape Architecture Co.Ltd(002663)
With regard to the announcement that the wholly-owned subsidiary intends to jointly establish a partnership and related party transactions with related parties, the company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and are responsible for false records, misleading statements or major omissions in the announcement.
Pubang Landscape Architecture Co.Ltd(002663) (hereinafter referred to as “the company”) convened the 33rd meeting of the Fourth Board of directors on January 14, 2022, deliberated and adopted the proposal on the establishment of partnership and related party transactions by wholly-owned subsidiaries and related parties, It is agreed that Guangdong Pubang Ecological Environment Construction Co., Ltd. (hereinafter referred to as “Pubang ecology”), a wholly-owned subsidiary of the company, intends to jointly establish Zhuhai Hengqin Pubang investment partnership (limited partnership) with the related party Mr. Tu Shanzhong (the final name shall be subject to the name approved by the Administration for Industry and commerce, hereinafter referred to as “Hengqin Pubang”).
1、 Overview of related party transactions
Pubang ecology plans to sign the partnership agreement of Zhuhai Hengqin Pubang investment partnership (limited partnership) (hereinafter referred to as the “partnership agreement”) with Mr. Tu Shanzhong, chairman of the company, to jointly establish Hengqin Pubang. The investment amount of Hengqin Pubang is 30 million yuan. As a general partner, Pubang ecology contributes 15.3 million yuan in cash with its own funds, holding 51% of the share; As a limited partner, Mr. Tu Shanzhong contributed 14.7 million yuan in cash with his own funds, holding 49% of the shares.
Mr. Tu Shanzhong is the controlling shareholder, actual controller and chairman of the company. According to the stock listing rules of Shenzhen Stock Exchange (revised in 2022), this transaction constitutes a connected transaction.
The above transactions have been deliberated and approved by the board of directors of the company, including 7 affirmative votes, 0 negative votes, 0 abstention votes and 2 avoidance votes. Chairman Tu Shanzhong avoided voting as the counterparty and director Tu Wenzhe avoided voting as the close relative of the counterparty. The independent directors of the company have approved the matter in advance and expressed independent opinions. According to the stock listing rules of Shenzhen Stock Exchange (revised in 2022) and the articles of association and other relevant provisions, the partnership and related party transactions jointly established with related parties do not need to be submitted to the general meeting of shareholders for deliberation within the approval authority of the board of directors of the company, and do not constitute major asset restructuring and listing under the measures for the administration of major asset restructuring of listed companies, It also does not need to be approved by the relevant departments. 2、 Basic information of related parties
Name: Tu Shanzhong
Gender: Male
Nationality: China (no right of abode in other countries or regions)
ID number: 4401031960xxxxxx17
Address: floor 1, No. 14-20, Lane 1, south 2nd Street, siyouxin Road, Yuexiu District, Guangzhou
Mr. Tu Shanzhong is the controlling shareholder, actual controller and chairman of the company. After verification, Mr. Tu Shanzhong is not the subject responsible for dishonesty, has not been included in the list of dishonest Executees of the national court, and is not a party to major tax violations.
3、 Basic information of the proposed new enterprise
Proposed company name: Zhuhai Hengqin Pubang investment partnership (limited partnership).
Proposed investment amount: 30 million yuan, of which 15.3 million yuan is contributed by Pubang ecology, accounting for 51%; Mr. Tu Shanzhong contributed 14.7 million yuan, accounting for 49%.
Proposed registered address: floor 3, No. 67, Santang village, Hengqin, Zhuhai.
Proposed business scope: general projects: investment activities with self owned funds. (except for the projects subject to approval according to law, the company shall independently carry out business activities according to law with its business license).
Proposed mode of contribution: all parties make contributions in cash with their own funds.
Term of partnership: long term.
The above information shall be subject to the final approval of the administrative department for Industry and commerce.
4、 Main contents of partnership agreement
(I) capital contribution method, amount and payment period of partners
The method, amount and payment period of partners’ capital contribution are as follows. Partners shall pay their subscribed capital contribution in full within the time specified in the agreement.
Name of partner nature of partner subscribed capital contribution paid in capital contribution holding proportion contribution method payment term
(name) (10000 yuan) (10000 yuan)
Pubang ecological general partner 1530 0 51% currency 2050-12-31
Tu Shanzhong limited partner 1470 0 49% currency 2050-12-31
(II) profit distribution and loss sharing
The profits of the partnership shall be distributed in the following ways: according to the paid in capital contribution.
The loss of the partnership shall be shared in the following ways: it shall be borne according to the paid in capital contribution.
(III) execution of partnership affairs
1. The partnership affairs of a limited partnership shall be carried out by the general partner. The executive partner shall meet the following conditions: he shall have full civil capacity; It shall be determined by all partners. Partners other than those entrusted as executive partners will no longer perform partnership affairs. The partner executing the partnership affairs represents the enterprise to the outside world.
2. A partner who does not execute partnership affairs shall have the right to supervise the execution of partnership affairs by the executive partner. The executive partner shall regularly report to other partners on the implementation of affairs and the operation and financial status of the partnership. The income generated by his execution of partnership affairs shall belong to the partnership, and the expenses and losses incurred shall be borne by the partnership.
3. If the partners execute partnership affairs separately, the managing partner may raise objections to the affairs executed by other partners. In case of objection, the execution of the transaction shall be suspended. In case of any dispute, a vote shall be taken in accordance with the provisions of the partnership agreement. If the partner entrusted with the execution of partnership affairs fails to execute the affairs in accordance with the decision of the partnership agreement, the other partners may decide to revoke the entrustment.
The conditions for the delisting of the executive partner are: unanimously decided by all partners.
The replacement procedure of the executive partner is: it shall be decided unanimously by all partners.
4. The general partner shall not operate the business competing with the limited partnership on its own or in cooperation with others; A limited partner may engage in business competing with the limited partnership on its own or in cooperation with others.
Unless unanimously agreed by all partners, partners shall not conduct transactions with the partnership. Limited partners may conduct transactions with the limited partnership.
5. A limited partner who does not carry out partnership affairs and may not represent the limited partnership externally shall not be deemed to carry out partnership affairs if he commits any act specified in Article 68 of the partnership law.
(IV) entry and withdrawal
1. New partners shall enter into a written partnership agreement with the unanimous consent of all partners. When entering into the partnership agreement, the original partner shall truthfully inform the new partner of the operation status and property status of the original partnership.
The new partner who joins the partnership shall enjoy the same rights and bear the same responsibilities as the original partner. The new general partner shall bear unlimited joint and several liability for the debts of the partnership before joining the partnership; The newly admitted limited partners shall be liable for the debts of the limited partnership before their admission to the partnership to the extent of their subscribed capital contributions. 2. A partner may withdraw from the partnership under any of the circumstances specified in Article 45 of the partnership law. If a partner withdraws from the partnership in violation of Article 45 of the partnership law, he shall compensate for the losses caused to the partnership.
3. If the general partner has one of the circumstances specified in Article 48 of the partnership law and the limited partner has one of the circumstances listed in Items 1, 3 to 5 of paragraph 1 of Article 48 of the partnership law, he shall naturally withdraw from the partnership.
4. If a general partner is recognized as a person without or with limited capacity for civil conduct according to law, he may be transformed into a limited partner according to law with the unanimous consent of other partners; If the other partners fail to agree unanimously, the general partner with no or limited civil capacity shall withdraw from the partnership.
(V) effectiveness and term
The partnership agreement shall come into force after being signed and sealed by all partners. The term of partnership is long-term.
5、 Pricing policy and basis of related party transactions
The amount of capital contribution of all investors is determined through consultation by all investors with reference to market practices. Such arrangements are fair and fair, and there is no damage to the interests of the listed company and the legitimate rights and interests of all shareholders.
6、 Other arrangements involving connected transactions
This joint investment related party transaction does not involve personnel resettlement, land lease and other special arrangements.
7、 Purpose of transaction and its impact on Listed Companies
1. The purpose of this joint investment and establishment of partnership with related parties is to help the company combine endogenous development and extension expansion, improve the industrial chain layout, comply with the company’s development strategy, strengthen the investment and financing function, accelerate the pace of extension development, realize the company’s industrial chain integration and industrial expansion, and optimize the industrial coordination mechanism, It is conducive to enhance the company’s innovation and development ability and industry influence, and further improve the industrial ecology, which is of positive significance to enhance the company’s competitive advantage and sustainable development ability.
2. The partnership jointly invested and established with related parties uses its own funds, the investment amount and investment risk are generally controllable, will not have a significant adverse impact on the company’s financial status and normal production and operation, and there is no situation that damages the interests of the listed company and the legitimate interests of all shareholders, especially small and medium-sized shareholders.
This connected transaction meets Mr. Tu Shanzhong’s own investment and development needs; Mr. Tu Shanzhong has good performance ability and payment ability.
8、 Accumulated various related party transactions with the related party
From the beginning of this year to the disclosure date of this announcement, the company has not had all kinds of related party transactions with the related person.
9、 Prior approval opinions and independent opinions of independent directors
(I) prior approval opinions of independent directors
1. The wholly-owned subsidiary of the company plans to jointly establish Zhuhai Hengqin Pubang investment partnership (limited partnership) with the related party Mr. Tu Shanzhong as a platform for asset management and investment, which is in line with the company’s development strategy, strengthens the investment and financing function, speeds up the pace of extension development, realizes the company’s industrial chain integration and industrial expansion, and promotes the healthy and rapid growth of the company, Comply with the legitimate rights and interests of the company and all shareholders.
2. Mr. Tu Shanzhong is the actual controller and chairman of the company. According to the provisions of the stock listing rules of Shenzhen Stock Exchange (revised in 2022), this transaction constitutes a connected transaction. The board of directors shall consider the matters related to this transaction in accordance with the connected transaction procedures, and the connected directors shall avoid voting when considering relevant proposals.
And the articles of association. The related party transactions involved strictly follow the principles of fairness, impartiality, fairness, voluntariness and integrity, comply with the interests of the company and all shareholders, the procedures are legal and compliant, and the transaction pricing is fair and reasonable. There is no case of using the relationship of related parties to damage the interests of the listed company, no impact on the independence of the listed company, and no behavior and situation infringing the interests of minority shareholders.
(II) independent opinions of independent directors
The independent directors believe that the establishment of Hengqin Pubang is conducive to the company’s strengthening of investment and financing functions, accelerating the pace of extensive development, realizing the company’s industrial chain integration and industrial expansion, which is in line with the company’s development strategy and business practices. The related party transactions involved strictly follow the principles of fairness, impartiality, fairness, voluntariness and integrity, and the transaction pricing is fair and reasonable. The deliberation procedures and contents of this related party transaction are legal and compliant. The related directors avoided voting on this proposal at the board of directors, which is in line with the provisions of relevant laws, regulations and the articles of association, will not have an adverse impact on the company’s production and operation, and will not damage the interests of the company and all shareholders, especially minority shareholders. Therefore, the independent directors agree that the company intends to establish Zhuhai Hengqin Pubang investment partnership (limited partnership) with the related party Mr. Tu Shanzhong.
10、 Risk tips
(I) the partnership is currently in the preparatory stage of establishment, and the establishment of the partnership still needs the approval of the administrative department for Industry and commerce. There is uncertainty whether it can be successfully established in the end.
(II) the company will pay close attention to the establishment and subsequent operation of the partnership, strictly control the project access standards and implementation process risks, establish an effective control and supervision mechanism, and maintain the safety of the company’s investment funds. And timely perform the follow-up information disclosure obligations in accordance with the stock listing rules of Shenzhen Stock Exchange (revised in 2022) and the articles of association. 11、 Documents for future reference
1. Resolutions of the 33rd meeting of the 4th board of directors of the company;
2. Prior approval opinions of independent directors on the wholly-owned subsidiary’s plan to jointly establish a partnership and related party transactions with related parties; 3. Independent opinions of independent directors on relevant proposals of the 33rd meeting of the Fourth Board of directors;
4. Partnership agreement of Zhuhai Hengqin Pubang investment partnership (limited partnership);
5. Overview of related party transactions.
It is hereby announced.
Pubang Landscape Architecture Co.Ltd(002663) board of directors
