Citic Securities Company Limited(600030)
About Hunan New Wellful Co.Ltd(600975)
Verification opinions on related party transactions
Citic Securities Company Limited(600030) (hereinafter referred to as ” Citic Securities Company Limited(600030) “) as a sponsor of Hunan New Wellful Co.Ltd(600975) (hereinafter referred to as ” Hunan New Wellful Co.Ltd(600975) ” or “company”) non-public offering of shares, according to the measures for the administration of securities issuance and listing recommendation business In accordance with the provisions of relevant laws, regulations and normative documents such as the Listing Rules of Shanghai Stock Exchange and the guidelines for the continuous supervision of listed companies of Shanghai Stock Exchange, on the matters related to the investment in the establishment of affiliated exchanges of Hunan modern cold chain logistics Holding Group Co., Ltd. (tentative name) considered at the 25th meeting of the Fifth Board of directors of the company, After careful verification, based on the principle of independent judgment, the verification opinions are as follows:
1、 Related party transactions
(I) overview of related party transactions
1. Basic information of the transaction
According to the general requirements and development objectives of the 14th five year plan for cold chain logistics development issued by the general office of the State Council and the development plan of Hunan cold chain logistics industry (2020-2025), Hunan Modern Agricultural Industry Holding Group Co., Ltd. (hereinafter referred to as “modern agricultural group”) takes the lead, United Hunan Xingxiang Capital Management Co., Ltd. (hereinafter referred to as “Xingxiang capital”), Hunan Light Industry Salt Industry Group Co., Ltd. (hereinafter referred to as “light salt group”), Hunan state owned enterprise reform and development fund enterprise (limited partnership) (hereinafter referred to as “Hunan national reform fund”), Xinjiang Turpan Huozhou Fruit Industry Co., Ltd. (hereinafter referred to as “Huozhou fruit industry”) Hunan New Wellful Co.Ltd(600975) jointly establish Hunan modern cold chain logistics Holding Group Co., Ltd. (tentative name, subject to industrial and commercial registration, hereinafter referred to as “modern cold chain logistics group”).
The establishment of modern cold chain logistics group jointly funded by the company and its indirect controlling shareholder modern agriculture group and its concerted actor Hunan Xingxiang Investment Holding Group Co., Ltd. (hereinafter referred to as “Xingxiang group”), a wholly-owned subsidiary of Xingxiang capital, and non related parties light salt group, Hunan national reform fund and Huozhou fruit industry will further achieve the company’s strategic development goals, Promote the layout and development of the whole industrial chain and realize industrial coordination and supporting. The proposed registered capital of modern cold chain logistics group is RMB 300000000.00 (RMB 300 million only), of which modern agriculture group contributes RMB 105000000.00 (RMB one hundred and five million only) in cash, accounting for 35% of the total shares; Xingxiang capital contributed 60000000.00 yuan (RMB 60 million only) in cash, accounting for 20% of the total shares; Hunan New Wellful Co.Ltd(600975) invested 48000000.00 yuan in cash, accounting for 16% of the registered capital; Light salt group contributed 30000000.00 yuan (thirty million yuan only) in cash, accounting for 10% of the registered capital; Hunan national reform fund contributed 30000000.00 yuan (thirty million yuan only) in cash, accounting for 10% of the registered capital; Huozhou fruit industry invested 27 million yuan, accounting for 9% of the registered capital.
The company’s main business is pig breeding, pig slaughtering, meat sales and other businesses. At the same time, it has carried out a small number of cold chain transportation and cold chain storage businesses. In order to better focus on its main business, the company plans to invest in modern cold chain logistics group by means of equity participation, and agrees that modern agriculture group, the indirect controlling shareholder of the company, will take the lead in the establishment of modern cold chain logistics group. After participating in modern cold chain logistics group, the company will not engage in cold chain transportation, cold chain warehousing and other businesses outside the supporting cold chain transportation and cold chain warehousing for its own use, so as to avoid horizontal competition; At the same time, the company will make full use of the professional advantages of modern cold chain logistics group to further improve the supporting services of the company’s main business and reduce the logistics cost of the company’s main business.
2. Other transactions
This connected transaction does not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies.
Hyundai agricultural group is the indirect controlling shareholder of the company. Xingxiang group and Hyundai Agricultural Group signed the voting right entrustment and concerted action agreement. Xingxiang capital is a wholly-owned subsidiary of Xingxiang group. According to the relevant provisions of the stock listing rules of Shanghai Stock Exchange, Hyundai agricultural group and Xingxiang capital are the affiliated legal persons of the company, This transaction constitutes a related party transaction of the company.
The related party transactions reached more than 30 million yuan, but did not account for more than 5% of the absolute value of the company’s latest audited net assets.
(II) basic information of trading parties
1. Basic information of counterparty Hyundai agricultural group (related party)
(1) Introduction to related party relationship
Hyundai agricultural group is the indirect controlling shareholder of the company, directly holding 88075390 shares of Hunan New Wellful Co.Ltd(600975) shares, and indirectly holding 206454936 shares of Hunan New Wellful Co.Ltd(600975) shares through Hunan grain, oil and food import and Export Group Co., Ltd., a wholly-owned subsidiary of Hyundai agricultural group, with a total of 294530326 shares of Hunan New Wellful Co.Ltd(600975) shares, accounting for 36.59% of the total share capital of the company.
(2) Basic information of related parties
Company name: Hunan Modern Agricultural Industry Holding Group Co., Ltd
Type: limited liability company (state-owned holding)
Address: Xingcheng Rongyu Park, No. 369, Xiangfu Middle Road, Guihuaping street, Tianxin District, Changsha City, Hunan Province
Legal representative: Xu Wei
Registered capital: 4 billion yuan only
Business scope: production and operation of breeding livestock and poultry; Farmland restoration; Grain purchase, self support and agency import and export business; Engaged in agricultural service industry; Shenzhen Agricultural Products Group Co.Ltd(000061) distribution; Engage in external consulting services; Equity investment, industrial investment and agricultural project investment (not engaged in national financial supervision and financial credit business such as deposit absorption, fund-raising and collection, entrusted loan and loan issuance), project planning; Real estate development and operation. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Major shareholders: the state owned assets supervision and Administration Commission of Hunan Provincial People’s Government (hereinafter referred to as “Hunan SASAC”) is the major shareholder of modern agriculture group, holding 81% of the shares of modern agriculture group.
Date of establishment: January 19, 1988
Development of main businesses of counterparties in recent three years: the industrial system of the group mainly focuses on three leading industries: pig breeding, grain collection and storage and deep processing, edible oil, etc. at the same time, it actively expands business sectors such as medicine and health, modern agricultural supply chain, rural land improvement and agricultural finance, and focuses on building industrial fund mergers and acquisitions, integration of listed companies Scientific research and innovation drive three development platforms, form industrial chain clusters, realize overall resource sharing, scientific and reasonable overall layout, and integrate the development of primary, secondary and tertiary industries.
Other relations between Hunan New Wellful Co.Ltd(600975) and Hunan New Wellful Co.Ltd(600975) in terms of property rights, business, assets, creditor’s rights and debts, personnel, etc
Hyundai agricultural group is the indirect controlling shareholder of the company, Xiong Ying, member of the Party committee and deputy general manager of Hyundai agricultural group, Hu Jing, member of the Party committee and chief accountant of Hyundai agricultural group, long Lin, head of the operation and management department, is the director of Hunan New Wellful Co.Ltd(600975) , Liu Zhihong, deputy head of the operation and Management Department of Hyundai agricultural group, is the chairman of the Hunan New Wellful Co.Ltd(600975) board of supervisors, and Jiang Zhengshan, deputy director of the financial assets Department of Hyundai agricultural group Chen Jihai, head of audit and legal supervision department of modern agriculture group, is the Hunan New Wellful Co.Ltd(600975) supervisor.
The major transactions between modern agriculture group and Hunan New Wellful Co.Ltd(600975) are detailed in the regular reports and interim announcements disclosed by the company.
Main financial indicators of the latest year: as of December 31, 2020, the audited total assets of Hyundai agricultural group were 9065.968 million yuan and the net assets were 3991.075 million yuan; In 2020, the operating revenue was 800.13459 million yuan and the net profit was 208.7437 million yuan.
2. Basic information of counterparty Xingxiang capital (related party)
(1) Introduction to related party relationship
Hyundai agricultural group is the indirect controlling shareholder of the company. Xingxiang group and Hyundai Agricultural Group signed the voting right entrustment and concerted action agreement. Xingxiang capital is a wholly-owned subsidiary of Xingxiang group. According to the relevant provisions of the stock listing rules of Shanghai Stock Exchange, Xingxiang capital is the related party of the company.
(2) Basic information of related parties
Company name: Hunan Xingxiang Capital Management Co., Ltd
Type: limited liability company (sole proprietorship of legal person invested or controlled by non natural person)
Address: room 401f-18, building 4# of Xincheng Science Park, No. 588, Yuelu West Avenue, Changsha high tech Development Zone
Legal representative: Zhu Zhibin
Registered capital: one billion yuan only
Business scope: capital management; Equity investment; Project investment; industrial investment Investment consulting (excluding finance, securities and futures) (it is not allowed to engage in national financial supervision and financial credit businesses such as absorbing public deposits or absorbing public deposits in a disguised form, collecting funds, entrusted loans and issuing loans). (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Main shareholder: Xingxiang group, a wholly-owned subsidiary of Hunan SASAC, is the main shareholder of Xingxiang capital and holds 100% of the shares of Xingxiang capital.
Date of establishment: June 29, 2021
Development of the main business of the counterparty in recent three years: Xingxiang capital is positioned as the fund investment and direct investment platform of Xingxiang group, and is an important tool and starting point for Xingxiang group to carry out capital operation. Focusing on the function of the state-owned capital operation platform of Xingxiang group, Xingxiang capital has given full play to the role of the fund. It has successively jointly initiated and established 12 funds with head brokers such as CITIC, founder and China Merchants and local financial platforms, and has built a “Xingxiang series” fund group with a total scale of 30 billion yuan.
Description of other relations between Hunan New Wellful Co.Ltd(600975) and Hunan New Wellful Co.Ltd(600975) : Xingxiang group, the controlling shareholder of Xingxiang capital, subscribed for the non-public shares of the company in 2020 in cash. For details, see the website of Shanghai Stock Exchange at www.sse com. cn. In addition to the temporary announcement disclosed by the company, Xingxiang capital has no relationship with Hunan New Wellful Co.Ltd(600975) in terms of property rights, business, assets, creditor’s rights, debts and personnel.
Main financial indicators of the latest year: Xingxiang capital has been established for less than one year and has no financial indicators of the latest year. The main financial indicators of Xingxiang group, the controlling shareholder of Xingxiang capital in the latest year: as of December 31, 2020, the annual operating revenue was 24838059 million yuan and the net profit was 74.0791 million yuan.
3. Basic information of counterparty light salt group (non related party)
Company name: Hunan Light Industry Salt Industry Group Co., Ltd
Type: limited liability company (state-owned holding)
Address: No. 388, Shidai Yangguang Avenue West, Yuhua District, Changsha
Legal representative: Feng Chuanliang
Registered capital: one billion yuan only
Business scope: engaged in salt mining, processing and related chemical business, food wholesale and retail business, plastic products industry, ceramic products industry and medical services industry; Investment in salt and related chemical industry, investment in catering, hotels, tourism and entertainment projects, equity investment, operation and management of self owned assets (the above projects shall not be engaged in national financial supervision and financial credit business such as deposit absorption, fund-raising and collection, entrusted loan, loan issuance, etc.); Provide economic information consultation; Production, sales, research and development of fine chemical products and chemical raw materials (excluding hazardous chemicals and monitored products), daily chemical products, electrochemical products (excluding hazardous chemicals and monitored products), food, industrial microorganisms, papermaking raw materials and all kinds of paper products, engineering ceramics, daily ceramics, artistic ceramics, building materials and metal materials; Transfer of technological achievements, technical services and technical consultation (excluding intermediaries); Rental of self owned houses; Retail of medical supplies and equipment; Health management; Urban distribution and transportation services (excluding dangerous goods). (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Major shareholders: Hunan SASAC is the major shareholder of light industry salt industry, holding 81% of the shares of light industry salt industry. Date of establishment: July 26, 1986
Development of the main business of the counterparty in recent three years: the main businesses of light salt group are salt and salt chemical industry and medicine respectively. In the salt and salt chemical industry sector, promote the successful listing of Snowsky Salt Industry Group Co.Ltd(600929) and take the opportunity of salt reform to realize the national layout of Snowsky Salt Industry Group Co.Ltd(600929) . Hunan Pharmaceutical Group Co., Ltd. was established in the pharmaceutical sector in November 2019. Based on the principle of “government guidance, enterprise main body, market operation and open cooperation”, 13 subsidiaries have been established.
Description of other relations between Hunan New Wellful Co.Ltd(600975) and Hunan New Wellful Co.Ltd(600975) : from January 1, 2021 to December 31, 2021, light industry salt industry sold a total of 212700 yuan of large bags of salt to the company. In addition, it has no other relationship with the company.
As of December 31, 2020, the audited total assets of light industry salt industry were 15.664 billion yuan, with net assets of
The amount is 7.376 billion yuan. In 2020, the operating revenue is 7.33 billion yuan and the net profit is 183 million yuan.
4. Basic information of the counterparty Hunan national reform fund (non related party)
Company name: Hunan state owned enterprise reform and development fund enterprise (limited partnership)
Type: limited partnership
Main business premises: room 401a-40, building 4, Xincheng science and Technology Park, No. 588, Yuelu West Avenue, Changsha high tech Development Zone
Executive partner: Hunan state owned enterprise reform and Development Fund Management Co., Ltd. (entrusted representative: Shi Wenhua) private investment fund filing Code: sm6492
Business scope: equity investment, project investment, industrial investment, investment consulting services, investment management services and entrusted management of equity investment funds with its own assets (it is not allowed to engage in national financial supervision and financial credit business such as deposit absorption, fund-raising and collection, entrusted loan and loan issuance). (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Major shareholders: the limited partner Hunan Xiangtou Holding Group Co., Ltd. subscribed 47.1429%, the limited partner Jianxin (Beijing) Investment Fund Management Co., Ltd. subscribed 37.7143%, the other limited partners subscribed 14.1904%, and the general partner Hunan state owned enterprise reform and Development Fund Management Co., Ltd. subscribed 0.9524%.
Date of establishment: April 7, 2016
Development of the counterparty’s main business in the last three years: Hunan national reform fund was registered and established on April 7, 2016, with a fund scale of 3.15 billion yuan and an agreed duration of 7 years. The filing code of China Securities Investment Fund Association is sm6492. The funds of the national reform fund will be given priority as the guiding capital to initiate the establishment of sub funds or directly invest in the overall listing or core asset listing, M & A and restructuring of state-owned enterprises in Hunan Province
