Kyushu Securities Co., Ltd
About Xinjiang Xinjiang Xuefeng Sci-Tech (Group) Co.Ltd(603227) (Group) Co., Ltd
Issue shares and pay cash to purchase assets and raise supporting funds
And verification opinions on related party transactions
Kyushu Securities Co., Ltd. (hereinafter referred to as “Kyushu securities” or “sponsor”) is the sponsor of Xinjiang Xinjiang Xuefeng Sci-Tech (Group) Co.Ltd(603227) (Group) Co., Ltd. (hereinafter referred to as ” Xinjiang Xuefeng Sci-Tech (Group) Co.Ltd(603227) ” or “company”) for non-public offering of shares in 2020, In accordance with the relevant provisions of laws, regulations and normative documents such as the measures for the administration of securities issuance and listing recommendation business, the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of funds raised by listed companies, and the provisions on the administration of funds raised by listed companies of Shanghai Stock Exchange, We have carefully verified the issues of issuing shares, paying cash to purchase assets, raising supporting funds and related party transactions of Xinjiang Xinjiang Xuefeng Sci-Tech (Group) Co.Ltd(603227) (Group) Co., Ltd., and issued the following verification opinions:
1、 Basic information of related party transactions
Xinjiang Xuefeng Sci-Tech (Group) Co.Ltd(603227) it is proposed to purchase Xinjiang agriculture and animal husbandry investment (Group) Co., Ltd. (hereinafter referred to as “Xinjiang agriculture and animal husbandry investment”), Sichuan Jinxiang Sairui Chemical Co., Ltd., Hefei Wufeng Investment Co., Ltd., Chengdu Guoheng No. 1 investment partnership (limited partnership), Aksu investment and Construction Group Co., Ltd Shayariyang Investment Co., Ltd., Meishan Jinye enterprise management planning center (limited partnership), Aksu Xinfa Mining Co., Ltd., alar Tongzhong state owned Assets Management Co., Ltd., Shaoxing Sanye Foreign Trade Co., Ltd., Ding Ling, Xinjiang Jinding Heavy Industry Co., Ltd., Ren Hu, Zhu Xueqian Equity of Xinjiang Yuxiang Populus euphratica Chemical Co., Ltd. (hereinafter referred to as “Yuxiang Populus euphratica” and “subject assets”) held by Zhou Jun. After the completion of this transaction, Yuxiang Populus euphratica will become the holding subsidiary of the listed company.
Xinjiang agriculture and animal husbandry investment, the controlling shareholder of the listed company, is the counterparty of this transaction. According to the listing rules and the guidelines for the implementation of related party transactions of listed companies on Shanghai Stock Exchange, this transaction constitutes a related party transaction. 2、 Basic information of related parties and description of related relationships
Company name: Xinjiang agriculture and animal husbandry investment (Group) Co., Ltd
Company domicile: No. 500 Alishan street, Urumqi Economic Development Zone (Toutunhe District), Xinjiang
Nature of enterprise: other limited liability companies
Registered address: No. 500 Alishan street, Urumqi Economic Development Zone (Toutunhe District), Xinjiang
Legal representative: Kang Jian
Registered capital: 415083700 yuan
Business scope: general items: asset management services invested by self owned funds; Agricultural scientific research and experimental development; Agricultural specialty and auxiliary activities; Fruit planting; Nut planting; Animal Husbandry Specialty and auxiliary activities; Sales of agricultural and sideline products; Sales of building materials; Sales of agricultural machinery; Sales of special equipment for agricultural and sideline food processing; Internet data services; Leasing of computer and communication equipment; Internet sales (except sales of goods requiring license); Internet of things application services; Data processing services; Information consulting services (excluding licensed information consulting services); Non residential real estate leasing; General cargo warehousing services (excluding hazardous chemicals and other items requiring license and approval); Market management services; Sales of mechanical equipment; Sales of chemical products (excluding licensed chemical products); Fertilizer sales; Agricultural film sales; Wholesale of hardware products; Sales of coal and coal products; Sales of metal materials; Sales of plastic products; Sales of reinforcement products for construction; Sales of electronic products; Wholesale of auto parts; Wire and cable business; Sales of cotton and hemp; Sales of petroleum products (excluding hazardous chemicals); Sales of rubber products; Timber sales; Sales of graphite and carbon products; Sales of high-performance non-ferrous metals and alloy materials; Sales of photovoltaic equipment and components; Sales of special equipment for environmental protection; Animal husbandry and fishery feed sales; Import and export of goods. (except for the items that must be approved according to law, the business activities shall be carried out independently according to law with the business license) licensed items: livestock breeding; Real estate development and operation; Breeding livestock and poultry production; Food processing and food production; Food sales. (for projects that must be approved according to law, business activities can be carried out only with the approval of relevant departments. The specific business projects shall be subject to the approval documents or licenses of relevant departments)
Equity situation: as of the date of issuance of this verification opinion, the state owned assets supervision and Administration Commission of the people’s Government of Xinjiang Uygur Autonomous Region (hereinafter referred to as “SASAC”) holds 90% equity of Xinjiang agriculture and animal husbandry investment, and is its actual controller. Xinjiang finance department holds 10% equity of Xinjiang agriculture and animal husbandry investment.
The equity control relationship of Xinjiang agriculture and animal husbandry investment is as follows:
Description of related relationship: as of the date of issuance of this verification opinion, Xinjiang agriculture and animal husbandry investment holding 268155904 shares of the listed company, accounting for 37.01% of its total share capital, is the controlling shareholder of the listed company.
3、 Basic information of transaction object
Company name: Xinjiang Yuxiang Populus euphratica Chemical Co., Ltd
Date of establishment: September 17, 2009
Company domicile: Circular Economy Industrial Park, Shaya County, Aksu Prefecture, Xinjiang
Legal representative: Tian Yong
Registered capital: 895637600 yuan
Business scope: production and sales of liquid ammonia, ammonia, nitric acid, melamine, ammonium nitrate, chemical fertilizer (nitro compound fertilizer, compound (compound) fertilizer, urea ammonium nitrate solution (UAN), polymorphic nitrogen fertilizer, compound nitrogen fertilizer, water-soluble fertilizer, large element water-soluble fertilizer, urea, agricultural calcium ammonium nitrate, organic fertilizer, microbial agent, monoammonium phosphate, diammonium phosphate, potassium sulfate Potassium chloride, ammonium sulfate, bio organic fertilizer, organic-inorganic compound fertilizer, plant enzyme, mixed fertilizer, water-soluble fertilizer containing humic acid, melamine deep processing and resource comprehensive utilization products; Sales of plastic film, seeds, pesticides, drip irrigation belts, agricultural machinery, and import and export business related to business scope; Disposal of waste materials, leasing of houses, land, cranes and forklifts, machining (car, planing, milling and drilling); Technical service for equipment operation and maintenance; Modern services; Soil improvement services; Property management services; Labor outsourcing services, production, sales, processing, transportation, storage and other related services of primary Shenzhen Agricultural Products Group Co.Ltd(000061) acquisition of crop straw treatment, processing and utilization services Shenzhen Agricultural Products Group Co.Ltd(000061) (if the above business scope involves national special franchise regulations, such regulations shall prevail; Commodities involving license management shall be operated with licenses. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments).
Equity: as of the date of issuance of this verification opinion, Xinjiang agriculture and animal husbandry Investment Co., Ltd. holds 39.50% equity of Yuxiang Populus euphratica, and is the controlling shareholder of Yuxiang Populus euphratica. SASAC of the autonomous region holds 90% of the equity of Xinjiang agriculture and animal husbandry investment and is the actual controller of Populus euphratica.
No. shareholder name contribution amount (10000 yuan) shareholding ratio
1 Xinjiang agriculture and animal husbandry investment (Group) Co., Ltd. 35377.69 39.50%
2 Sichuan Jinxiang Sairui Chemical Co., Ltd. 29917.05 33.40%
3 Hefei Wufeng Investment Co., Ltd. 8511.00 9.50%
4 Chengdu Guoheng No.1 investment partnership (limited partnership) 4565.00 5.10%
5 Aksu Investment & Construction Group Co., Ltd. 2000.00 2.23%
6 shayariyang investment limited partnership 1860.76 2.08%
7 Meishan Jinye enterprise management planning center (limited partnership) 1516.17 1.69%
8 alar Tongzhong state owned Assets Management Co., Ltd. 1447.26 1.62%
9 Xinjiang Aksu Xinfa Mining Co., Ltd. 1447.26 1.62%
10 Shaoxing Sanye Foreign Trade Co., Ltd. 750.00 0.84%
11 Ding Ling 620.25 0.69%
12 Xinjiang Shaya Urban Construction Investment Co., Ltd. 500.00 0.56%
13 Xinjiang Jinding Heavy Industry Co., Ltd. 500.00 0.56%
14 Renhu 206.75 0.23%
15 Zhu preschool 206.75 0.23%
16 Zhou Jun 137.83 0.15%
Total 89563.76 100.00%
As of the date of issuance of this verification opinion, the main financial data of Populus euphratica in the last two years are as follows:
Unit: 10000 yuan
December 31, 2021 December 31, 2020
Total assets 379239.14 378166.42
Total liabilities 157204.51 168609.16
Total owner’s equity 222034.63 209557.26
Project 2021 2020
Operating income 329548.83 130302.78
Net profit 87756.51 10426.59
Note: the above financial data have not been audited.
4、 Pricing policy and basis of related party transactions
(I) pricing basis
According to the plan for issuing shares to purchase assets and raise supporting funds and related party transactions disclosed in Xinjiang Xuefeng Sci-Tech (Group) Co.Ltd(603227) , as of the date of issuance of this verification opinion, the audit and evaluation of Populus euphratica has not been completed, and the estimated value and transaction price of the underlying assets have not been determined.
The final financial data of the subject company will be determined after the formal audit report is issued by the audit institution complying with the provisions of the securities law, and the final evaluation result of the subject company will be determined after the formal evaluation report is issued by the evaluation institution complying with the provisions of the securities law and filed with state-owned assets. Relevant financial data and evaluation data will be disclosed in the restructuring report, and the audited financial data of relevant assets may be quite different from the disclosure of the plan.
The transaction price of the subject assets of the reorganization will be based on the appraisal value specified in the asset appraisal report issued by the asset appraisal institution meeting the requirements of relevant laws and regulations and filed by the state-owned assets supervision and administration department, which will be determined by both parties through negotiation and disclosed in the reorganization report.
(II) signing of related party transaction agreement
As of the date of issuance of this verification opinion, Xinjiang Xuefeng Sci-Tech (Group) Co.Ltd(603227) and Xinjiang agriculture and animal husbandry investment have not signed the agreement on issuing shares to purchase assets and the share subscription agreement. Since the pricing of this transaction has not been finalized, all parties will negotiate and determine the final payment method of the consideration of this transaction after the audit and evaluation of the target company are completed, and sign a supplementary agreement separately, Make an agreement on matters related to Xinjiang Xuefeng Sci-Tech (Group) Co.Ltd(603227) issuing shares to Xinjiang agriculture and animal husbandry investment and paying cash to purchase its equity of Populus euphratica.
5、 Decision making and approval procedures for the performance of this connected transaction
(I) the approval procedures for this connected transaction have been performed
1. On January 17, 2022, the company held the 35th meeting of the third board of directors, deliberated and approved the proposal on the scheme of issuing shares and paying cash to buy assets and related party transactions, and the proposal on the related transactions involving issuing shares and paying cash to buy assets and raising supporting funds. The related directors Kang Jian and Sui Jianmei avoided voting.
2. On January 17, 2022, the company held the 31st meeting of the third board of supervisors, deliberated and adopted the proposal on the scheme of issuing shares and paying cash to purchase assets and related party transactions, and the proposal on related party transactions involving issuing shares and paying cash to purchase assets and raising supporting funds. Ma Xuan, a related supervisor, avoided voting.
3. Yang Zuyi, Shen Jianwen and Yao Wenying, the independent directors of the company, recognized in advance the issue of shares and the payment of cash for the purchase of assets and related party transactions of the company and expressed independent opinions.
(II) main decision-making and approval procedures to be performed for this connected transaction
1. After the audit and evaluation involved in this transaction are completed, the listed company will convene the board of directors again to review and approve the relevant proposals of this transaction;
2. The SASAC of the Autonomous Region shall issue a filing form for the appraisal results of the subject assets of the transaction;
3. The reply of the SASAC of the autonomous region to the formal scheme of the transaction;
4. The shareholders’ meeting of the listed company deliberated and approved the relevant proposals of the transaction;
5. The CSRC approves the transaction plan;
6. Other gains from this transaction
