Securities code: 000525 securities abbreviation: St red sun Announcement No.: 2022-010 Nanjing Red Sun Co.Ltd(000525)
Announcement on leasing office space and related party transactions from related parties
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 transactions
In order to meet the needs of daily operation and office, Nanjing Red Sun Co.Ltd(000525) (hereinafter referred to as “the company”) plans to renew its property located at No. 18 Gutan Avenue, economic development zone, Gaochun District, Nanjing City, Jiangsu Province (with a total area of 24364.91 m2) from the controlling shareholder Nanjing No. 1 Pesticide Group Co., Ltd. (hereinafter referred to as “Nanyi agricultural group”) for daily office, The lease term is from January 1, 2022 to December 31, 2022. The total rent is RMB 5869506.82. The leased area and rent are consistent with those of the previous year.
Nanyi agricultural group, the counterparty of this transaction, is the controlling shareholder of the company. According to the relevant provisions of the stock listing rules, Nanyi agricultural group is an affiliated legal person of the company, and the above transactions constitute connected transactions.
The above transaction was deliberated and approved at the 38th meeting of the 8th board of directors held on January 20, 2022. The independent directors of the company approved and expressed their consent in advance, and the related directors of the company Yang Chunhua, Zhao fuming, Lu Yugang, Zhao Xiaohua and Fang Hongxin avoided voting.
This transaction does not constitute a major asset reorganization specified in the administrative measures for major asset reorganization of listed companies. According to the articles of association and other relevant provisions, this connected transaction is within the scope of the deliberation authority of the board of directors and does not need to be submitted to the general meeting of shareholders for deliberation.
2、 Basic information of related parties
Mr. Yang Shouhai, the legal representative of Nanyi agricultural group, has a registered capital of 396.8 million yuan and a registered address of 269-275 Baota Road, Chunxi Town, Gaochun District, Nanjing. Business scope: pesticides; Pesticide sub packaging; Wholesale of hazardous chemicals (operating within the scope listed in the license); Development and manufacture of pesticide intermediates; Technical service and development; Manufacturing of plastic products and packaging materials; Production, processing and sales of ecological fertilizer; Self operated and acting as an agent for the import and export of various commodities and technologies (except for the commodities and technologies limited or prohibited by the state); Accommodation and catering services; Indoor entertainment services; Labor services; Conference services; Sales of prepackaged food, hardware products, communication equipment, daily necessities and building materials; Tobacco and alcohol retail; Lease of self owned sites, houses and mechanical equipment. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments). At present, Nanyi agricultural group is a dishonest executee and was ruled to accept the reorganization by the people’s Court of Gaochun District, Nanjing on June 3, 2021. Nanyi agricultural group has the ability to perform this transaction. 3、 Basic information of related party transactions
The basic information of the property leased by the company to nanyinong group is as follows:
Owner: Nanjing First Pesticide Group Co., Ltd
Location: No. 18, Gutan Avenue, Gaochun Economic Development Zone, Nanjing, Jiangsu
Area: 24364.91 ㎡
4、 Pricing policy and basis of transaction
The related lease price is priced according to the market price, and the lease area and rent are consistent with those of the previous year. The determination of the transaction price follows the principles of fairness and rationality, and there is no situation that damages the interests of listed companies and shareholders, especially small and medium-sized shareholders.
5、 Main contents of transaction contract
1. Both parties. Party A: Nanjing First Pesticide Group Co., Ltd. (lessor), Party B: Nanjing Red Sun Co.Ltd(000525) (lessee).
2. Scope, use and disposal of property. The real estate under the contract is the office building, dormitory building and canteen owned by Party A, located at No. 18, Gutan Avenue, Gaochun Economic Development Zone, Nanjing, Jiangsu Province, with a total construction area of 24364.91 square meters (hereinafter referred to as the “contract real estate”). 3. Lease term. The lease term of the contract property is from January 1, 2022 to December 31, 2022.
4. Rent and taxes. Through negotiation, the total rent of the contract property during the lease term is 5869506.82 yuan. Party A shall be responsible for undertaking and handling the payment procedures of taxes related to the contract property during the lease period of this contract.
5. Others. Unless otherwise specified in this contract, neither party shall transfer all or part of its rights or obligations under this contract without the written consent of the other party.
6、 Purpose of related party transactions and its impact on Listed Companies
This transaction is for the company to meet the daily office needs. The transaction price is priced according to the market price. The determination of the transaction price follows the principles of fairness and rationality, and there is no case that damages the interests of the listed company and shareholders, especially small and medium-sized shareholders. This lease is conducive to the normal business development of the company and will not affect the independence of the company.
7、 The total amount of various related party transactions accumulated with the related party from the beginning of this year to the disclosure date
From the beginning of this year to the disclosure date of this transaction, the company has not had related party transactions with Nanyi agricultural group, and the total amount of related party transactions is 0.
8、 Prior approval and independent opinions of independent directors
The independent directors of the company gave the following prior approval opinions on the above related party transactions: the company’s renewal of office space is based on business needs, and the transaction pricing refers to the market price, which is determined by both parties through negotiation. The determination of the transaction price is in line with the principles of fairness and rationality, and there is no situation that damages the interests of the company and shareholders, especially small and medium-sized shareholders, Agree to submit the proposal to the 38th meeting of the 8th board of directors for deliberation.
The independent directors of the company express their independent opinions on the above related party transactions as follows: this related party transaction is based on the business needs of the company. Both parties to the transaction reach the transaction on the basis of referring to the market price and reaching consensus through consultation. The determination of the transaction price is in line with the principles of fairness and rationality. This connected transaction does not harm the interests of the company and shareholders, especially minority shareholders. When the 38th meeting of the 8th board of directors of the company deliberated on this related party transaction, the related directors Yang Chunhua, Zhao fuming, Lu Yugang, Zhao Xiaohua and Fang Hongxin withdrew. The deliberation and voting procedures at the meeting were legal and compliant, and in line with the company law, the articles of Association and other relevant provisions. We agree to the above related party transaction.
9、 Documents for future reference
1. Nanjing Red Sun Co.Ltd(000525) resolution of the 38th meeting of the 8th board of directors; 2. Nanjing Red Sun Co.Ltd(000525) resolution of the 30th meeting of the eighth board of supervisors; 3. Nanjing Red Sun Co.Ltd(000525) prior approval opinions of independent directors on matters related to the 38th meeting of the eighth board of directors;
4. Nanjing Red Sun Co.Ltd(000525) independent director’s opinion letter on relevant matters of the 38th meeting of the eighth board of directors.
It is hereby announced.
Nanjing Red Sun Co.Ltd(000525) board of directors
January 20, 2022
