Securities code: 000711 securities abbreviation: Kingland Technology Co.Ltd(000711) Announcement No.: 2022-026 Kingland Technology Co.Ltd(000711)
Announcement on related party transactions
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.
Kingland Technology Co.Ltd(000711) (hereinafter referred to as ” Kingland Technology Co.Ltd(000711) ” and “the company”) deliberated and adopted the proposal on connected transactions at the first interim meeting of the 10th board of directors held on January 24, 2022.
1、 Overview of related party transactions
In order to meet the needs of the regional market business development of the company’s holding subsidiary Zhongke Dingshi Environmental Engineering Co., Ltd. (hereinafter referred to as “Zhongke Dingshi”), Zhongke Dingshi plans to lease the houses in Jiangbei District of Chongqing and Liwan District of Guangzhou from Mr. Yin Xiaodong as the regional headquarters in southwest and South China. The leased houses will enable the regional headquarters to have a number of business and administrative functions, While saving additional costs such as travel, it provides assistance for business development in regional markets.
(I) basic information of the counterparty
1. Relationship with listed companies
Up to now, Mr. Yin Xiaodong holds 113842569 shares of the company, accounting for 11.12% of the total shares of the company. He is a shareholder holding more than 5% of the company and serves as the vice president of the company. According to the relevant provisions of the stock listing rules of Shenzhen Stock Exchange, Mr. Yin Xiaodong is an affiliated person of the company, and this transaction constitutes a connected transaction. This related party transaction does not constitute a major asset reorganization or listing as stipulated in the administrative measures for major asset reorganization of listed companies, and does not need to be approved by relevant departments.
2. According to the inquiry on China executive information disclosure network, Mr. Yin Xiaodong is not the person who has broken his promise.
(II) specific information of the house
Chongqing Regional Housing
1. Property owner: Yin Xiaodong and his spouse Ye min.
2. Housing information: located at 1-5 and 1-6, building 2, No. 6, jinyangmen street, Jiangbei District, Chongqing, including 3 parking spaces, with an area of 452.8 m2. After being leased, Zhongke Dingshi will be used for office, dormitory and canteen.
3. Rent: according to the market inquiry, the rental price of the houses at the same level around the house is about 93 yuan / m2 / month (excluding tax and blank house). Based on this, the two sides set the rent as 48441 yuan / month (including tax, including tax of 3191 yuan / month), with an average of about 107 yuan / m2 / month. The leased house is finely decorated and the price is reasonable.
4. The lease term is two years, from January 1, 2022 to December 31, 2023.
Attachment: 1. House property certificate; 2. Zhongke Dingshi plans to sign the house lease contract with Yin Xiaodong.
Guangzhou regional housing
1. Property owner: Yin Xiaodong
2. House information: room 1601-1623, 16 / F, building B5, podium building and underground garage, Weigu science and Technology Park, address: Room 601, No. 1, Weigu Second Street, Liwan District (self numbered B5), with an area of 1115.5 square meters. Zhongke Dingshi will be used as dormitory and hotel after leasing.
3. Rent: according to the market inquiry, the average rent price of the office building is about 50-55 yuan / month. On this basis and through friendly negotiation, the lease price is set at 55722 yuan / month (including tax, of which the tax is 6639 yuan / month), with an average of about 44 yuan / month, which is lower than the market price.
4. The lease term is two years, from January 1, 2022 to December 31, 2023.
Attachment: 1. Guangzhou commercial housing sales contract; 2. Zhongke Dingshi plans to sign the house lease contract with Yin Xiaodong.
This transaction needs to be approved by the general meeting of shareholders, and the related parties interested in the related party transaction will avoid voting
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
2、 Opinions of independent directors
1. Prior approval opinion
In order to meet the needs of the operation and development of the company’s holding subsidiary Zhongke Dingshi Environmental Engineering Co., Ltd. (hereinafter referred to as “Zhongke Dingshi”), Zhongke Dingshi plans to sign the house lease agreement with the shareholders holding more than 5% of the company, namely, the associated natural person Mr. Yin Xiaodong and his spouse Ms. Ye min, to rent Yin Xiaodong For the two properties owned by Ye min located at No. 6, jinyangmen street, Chongqing and No. 1, Weigu Second Street, No. 657, Huadi Avenue, Liwan District, Guangzhou, the above transaction pricing is fair and reasonable, and there is no damage to the interests of the company and the majority of shareholders, especially the minority shareholders. It is agreed that Zhongke Dingshi will sign the house lease agreement with the shareholders holding more than 5% of the company, i.e. Mr. Yin Xiaodong, an affiliated natural person, and Ms. Ye min, his spouse, and agree to submit the proposal to the board of directors of the company for deliberation, and the affiliated directors shall abstain from voting.
2. Independent opinion
In order to meet the needs of the operation and development of the company’s holding subsidiary Zhongke Dingshi Environmental Engineering Co., Ltd. (hereinafter referred to as “Zhongke Dingshi”), Zhongke Dingshi plans to sign the house lease agreement with the shareholders holding more than 5% of the company, namely, the associated natural person Mr. Yin Xiaodong and his spouse Ms. Ye min, to rent Yin Xiaodong For the two properties owned by Ye min located at No. 6, jinyangmen street, Chongqing and No. 1, Weigu Second Street, No. 657, Huadi Avenue, Liwan District, Guangzhou, the above transaction pricing is fair and reasonable, and there is no damage to the interests of the company and the majority of shareholders, especially the minority shareholders. The decision-making procedures of related party transactions comply with the company law, the stock listing rules of Shenzhen Stock Exchange, the articles of association and other relevant provisions, and the voting procedures of the board of directors on the above related party transactions are legal and effective. It is agreed that Zhongke Dingshi will sign the house lease agreement with the shareholders holding more than 5% of the company, i.e. the affiliated natural person Mr. Yin Xiaodong and his spouse Ms. Ye min, and agree to submit the proposal to the general meeting of shareholders of the company for deliberation, and the affiliated shareholders shall avoid voting.
3、 Documents for future reference
1. Resolutions of the board of directors signed and sealed by the directors attending the meeting; 2. Prior review opinions signed by independent directors; 3. Opinions of independent directors signed by independent directors. It is hereby announced.
Kingland Technology Co.Ltd(000711) board of directors January 24, 2002
