Securities code: 000861 securities abbreviation: Guangdong Highsun Group Co.Ltd(000861) Announcement No.: 2022-06 bond Code: 127003 bond abbreviation: Haiyin convertible bond
Guangdong Highsun Group Co.Ltd(000861)
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.
Guangdong Highsun Group Co.Ltd(000861) (hereinafter referred to as “the company”) held the 10th interim meeting of the 10th board of directors on January 25, 2022, deliberated and adopted the proposal on real estate and related party transactions of the controlling shareholder of the leasing company. The specific situation is hereby announced as follows:
1、 Overview of related party transactions
(I) main contents of this connected transaction
The lease contract between the company and the controlling shareholder Guangzhou Haiyin Industrial Group Co., Ltd. (hereinafter referred to as “Haiyin group” and “related parties”) is about to expire. In order to ensure the normal operation of the company, the company continues to lease its real estate located at room No. 21-32, floor No. 98, Donghua South Road, Yuexiu District for office use, with a construction (or use) area of 8048.69 square meters, a total contract amount of 9361967.93 yuan, and the lease term is from March 25, 2022 to December 31, 2024.
(II) compliance with related party transactions
Haiyin group is the controlling shareholder of the company and meets the related legal person situation specified in (I) of 6.3.3 of the stock listing rules of Shenzhen Stock Exchange. This transaction constitutes a related transaction. (III) approval procedures for this connected transaction
1. The company held the 10th interim meeting of the 10th board of directors on January 25, 2022 to consider and approve the above related party transactions. The related directors Shao Jianming and Shao Jianjia avoided voting on the proposal, and the independent directors have approved and expressed their independent opinions on the related party transactions in advance. 2. The total amount of this connected transaction is 9361967.93 yuan, which does not exceed 5% of the latest audited net assets of the company, which is within the scope of authorization of the board of directors and does not need to be submitted to the general meeting of shareholders for deliberation.
3. This related party transaction does not constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies, and does not need to be approved by relevant departments.
2、 Basic information of related parties
(I) basic information of related parties
Name: Guangzhou Haiyin Industrial Group Co., Ltd
Type: limited liability company (invested or controlled by natural person)
Address: room 01, room 2001, No. 98, Donghua South Road, Yuexiu District, Guangzhou
Legal representative: Shao jiancong
Actual controller and major shareholders: Shao Jianming, Shao Jianjia, Shao jiancong
Registered capital: 100000000 yuan
Date of establishment: April 30, 1996
Unified social credit Code: 91440101618604930w
Main business: wholesale business (for specific business items, please log in to Guangzhou commercial subject information publicity platform for inquiry. For projects that must be approved according to law, business activities can be carried out only after being approved by relevant departments.)
The actual controllers of Haiyin group are Mr. Shao Jianming, Mr. Shao Jianjia and Mr. Shao jiancong, who hold 65%, 20% and 15% equity of Haiyin group respectively. Mr. Shao Jianming, Mr. Shao Jianjia and Mr. Shao jiancong are brothers.
Haiyin group achieved an operating income of 1874485874.66 yuan, a net profit of -143330726.92 yuan and a net asset of 3857975493.54 yuan at the end of 2020. The above data have included the listed company Guangdong Highsun Group Co.Ltd(000861) in the consolidated statements, and the data have been audited by Grant Thornton Certified Public Accountants (special general partnership) Guangzhou Branch.
(II) historical evolution of related parties
In April 1996, Haiyin group was established. The shareholders are Mr. Shao Jianming, Mr. Shao Jianjia and Mr. Shao jiancong, with a shareholding ratio of 50%, 20% and 30%.
In February 2009, Mr. Shao jiancong transferred his 15% equity of Haiyin group to Mr. Shao Jianming. After the transfer, the shareholders of Haiyin group are still Mr. Shao Jianming, Mr. Shao Jianjia and Mr. Shao jiancong, and the shareholding ratio becomes 65%, 20% and 15%.
(III) development of related parties in recent three years
In the past three years, in addition to holding Guangdong Highsun Group Co.Ltd(000861) equity, Haiyin group mainly focuses on industrial investment and equity investment. Haiyin group itself is mainly a shareholding platform.
As of the date of this announcement, Haiyin group holds Guangdong Highsun Group Co.Ltd(000861) 970533089 shares, accounting for 41.73% of the total share capital of the company and is the controlling shareholder of the company.
(IV) specific relationship between the company and related parties
As of the date of this announcement, Shao Jianming, Shao Jianjia and Shao jiancong hold 65%, 20% and 15% of the equity of Haiyin group respectively, while Haiyin group holds Guangdong Highsun Group Co.Ltd(000861) 41.73%, which is the controlling shareholder of the company, and Shao Jianming, the actual controller of Haiyin group, personally holds 4.27% of the equity of the company.
(V) Haiyin group is not a dishonest party.
3、 Basic information of related party transactions
The object of this related party transaction is the right to use and operate the real estate on floors 21-32, No. 98, Donghua South Road, Yuexiu District.
Address: No. 98, Donghua South Road, Yuexiu District, Guangzhou
Area: 8048.69 square meters
Lease term: March 25, 2022 to December 31, 2024
Rent: 281704.15 yuan / month
The real estate of room No. 21-32, No. 98, Donghua South Road, Yuexiu District, with a total construction area of 8048.69 square meters, belongs to the self owned property of Haiyin group. The lease term of the project is 33 months, and the total contract amount is 9361967.93 yuan.
4、 Pricing policy and basis of related party transactions
The lease term of this related party transaction is 33 months, and the lease price is 281704.15 yuan per month, about 35 yuan / square meter / month. The rent of this related party transaction is determined through consultation between the company and the controlling shareholder, which is lower than the average rental price of office buildings of the same grade in Guangzhou and surrounding areas, which reflects the support of the controlling shareholder to the company and is in line with the interests of the company and all shareholders.
5、 Main contents of related party transaction agreement
(I) parties
Lessor (Party A): Guangzhou Haiyin Industrial Group Co., Ltd
Lessee (Party B): Guangdong Highsun Group Co.Ltd(000861)
(II) main contents of the agreement
Party A agrees to lease the real estate on floors 21-32, No. 98, Donghua South Road, Yuexiu District, Guangzhou to Party B for office purposes, with a construction (or use) area of 8048.69 square meters. The lease term is from March 25, 2022 to December 31, 2024, and the rental price is 281704.15 yuan per month, that is, 35 yuan / m2 / month. The rent shall be settled monthly, and Party B shall pay the rent to Party A by cash or transfer payment before the 15th day of each month.
6、 Other arrangements involving connected transactions
nothing
7、 Purpose and impact of related party transactions on the company
This connected transaction is based on the needs of the company’s business development and is conducive to the development of the company’s business.
This connected transaction follows the principles of fairness, impartiality and openness, complies with the company law, the Listing Rules of Shenzhen Stock Exchange and other relevant laws, regulations and the articles of association, and will not damage the interests of the company and all shareholders.
8、 Accumulated various connected transactions with the connected person
From the beginning of 2022 to the disclosure date, in addition to this related party transaction, the details of other related party transactions between the company and Haiyin group are as follows:
(I) on June 1, 2019, Guangzhou Haiyin fabric collection Co., Ltd., a wholly-owned subsidiary of the company, renewed the lease of Haiyin fabric collection from Haiyin group for the period from June 1, 2019 to May 31, 2025. The total amount of the related party transaction was 23.2944 million yuan.
(II) on July 1, 2021, the company leased the use right and management right of Haiyin center parking lot and 5-19 storey office building at No. 98, Donghua South Road, Yuexiu District, Guangzhou from the controlling shareholder. The lease term is from July 1, 2021 to December 31, 2024. The total amount of this connected transaction is about 17.10001 million yuan.
(III) on July 1, 2021, the wholly-owned subsidiary of the company, Guangzhou Haiyin photography city field operation management Co., Ltd., leased its property located on floors 1-4, No. 96, Donghua South Road, Yuexiu District, Guangzhou from the controlling shareholder of the company. The lease period is from July 1, 2021 to December 31, 2024, and the total contract amount is about 10.4797 million yuan.
9、 Prior approval opinions and independent opinions of independent directors
In accordance with the rules for independent directors of listed companies, the guidelines for the governance of listed companies and other laws and regulations of the CSRC, the articles of association, the guidelines for self discipline supervision of listed companies No. 7 – transactions and related party transactions, the working system of independent directors and other relevant provisions, the independent directors of the company have carefully reviewed the transaction in advance and in the process, And give the following prior approval opinions and independent opinions:
(I) prior approval
The company has communicated with us in advance on matters related to related leasing. We listened to the reports of relevant personnel and reviewed relevant materials. We believe that the above transactions are in line with the actual business needs of the company and the pricing is reasonable. There is no case of using the relationship of related parties to damage the interests of the listed company or the interests of the company’s shareholders, especially the minority shareholders. In accordance with the rules for independent directors of listed companies, the guidelines for the governance of listed companies and other laws and regulations and the relevant provisions of the articles of association, we agree to submit the proposal to the 10th interim meeting of the 10th board of directors of the company for deliberation.
(II) independent opinions
For the leasing related party transactions between the company and Haiyin group, the transaction price follows the principles of openness, fairness and impartiality. When voting on the proposal, the related directors avoided voting and implemented the relevant avoidance voting system. The trading and decision-making procedures comply with the relevant provisions of the company law, the securities law, the stock listing rules of Shenzhen Stock Exchange and the articles of association, comply with the interests of the listed company and all shareholders, and do not damage the interests of the company and other shareholders, especially small and medium-sized shareholders and non associated shareholders. We agree to this connected transaction.
10、 Documents for future reference
1. Resolutions of the 10th interim meeting of the 10th board of directors;
2. Prior approval opinions and independent opinions of independent directors;
3. Guangzhou housing lease contract; 4. Overview of related party transactions. It is hereby announced
Guangdong Highsun Group Co.Ltd(000861)
Board of directors
January 26, 2002
