Securities code: 600975 securities abbreviation: Hunan New Wellful Co.Ltd(600975) Announcement No.: 2022-006 Hunan New Wellful Co.Ltd(600975)
Announcement on the establishment of Hunan modern cold chain logistics Holding Group Co., Ltd. (tentative name) and related party transactions
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents. Important content tips:
● name of investment object: 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")
● investment amount: 48 million yuan
● transaction description: Hunan New Wellful Co.Ltd(600975) (hereinafter referred to as "company" or " Hunan New Wellful Co.Ltd(600975) ") intends to cooperate with Hunan Modern Agricultural Industry Holding Group Co., Ltd. (hereinafter referred to as "modern agricultural group"), the indirect controlling shareholder of the company, and Hunan Xingxiang Investment Holding Group Co., Ltd. (hereinafter referred to as "Xingxiang group") Hunan Xingxiang Capital Management Co., Ltd. (hereinafter referred to as "Xingxiang capital"), a wholly-owned subsidiary, Hunan Light Industry Salt 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") jointly funded the establishment of modern cold chain logistics group.
Modern cold chain logistics group plans to have a registered capital of 300 million yuan, of which modern agriculture group contributes 105 million yuan in cash, accounting for 35% of the total shares; Xingxiang capital contributed 60 million yuan in cash, accounting for 20% of the total shares; Hunan New Wellful Co.Ltd(600975) invested forty-eight million yuan in cash, accounting for 16% of the registered capital; Light salt group contributed 30 million yuan in cash, accounting for 10% of the registered capital; Hunan national reform fund contributed 30 million yuan in cash, accounting for 10% of the registered capital; Huozhou fruit industry invested 27 million yuan, accounting for 9% of the registered capital. The establishment of modern cold chain logistics group meets the overall requirements and development objectives of the 14th five year plan for cold chain logistics development issued by the general office of the State Council. It will be committed to promoting the high-quality development of cold chain logistics, building a professional logistics system integrating warehousing, transportation and distribution, laying out network nodes and forming a reasonable cold chain logistics network.
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.
● relevant risk tips:
1. After the establishment of modern cold chain logistics group, the future operation and management process may be affected by uncertain factors such as macro-economy, market competition, industrial policy changes and public health emergencies, and there are certain market risks, food safety risks, operation risks and management risks.
2. The business market of modern cold chain logistics group is affected by many factors. Whether it can achieve the expected objectives is uncertain, and there are even operational and management risks such as losses.
● the cumulative number and amount of transactions with the same related person and transaction categories with different related persons in the past 12 months:
1. In the past 12 months, the cumulative amount of transactions between the company and its related party modern agriculture group and its subsidiaries was 129.3494 million yuan. On December 16, 2020, Xingxiang group and Hunan Construction Engineering Group Co., Ltd. (hereinafter referred to as "Construction Engineering Group") signed the agreement on voting right entrustment and concerted action with modern agriculture group. Modern agriculture group, Xingxiang group and construction engineering group are the persons acting in concert. In the past 12 months, the cumulative amount of transactions between Xingxiang group, construction engineering group and the subordinate companies of Xingxiang group and construction engineering group, who acted in concert with modern agriculture group, was 59.1739 million yuan.
2. The transaction amount related to the transaction category between the company and the related parties other than the aforesaid related parties modern agriculture group, Xingxiang group and construction engineering group and their respective subsidiaries is 0.00 yuan.
1、 Overview of related party transactions
(I) basic information of the transaction
According to the "14th five year plan" cold chain logistics development plan issued by the general office of the State Council and the overall requirements and development objectives in the "development plan of Hunan cold chain logistics industry (2020-2025)", modern agriculture group, led by Xingxiang capital, light salt group, Hunan national reform fund, Huozhou fruit industry and Hunan New Wellful Co.Ltd(600975) jointly funded the establishment of modern cold chain logistics group.
The establishment of modern cold chain logistics group jointly funded by the indirect controlling shareholder modern agriculture group of the company and its concerted action person Xingxiang capital, a wholly-owned subsidiary of Xingxiang group, and the non related party light salt group, Hunan national reform fund and Huozhou fruit industry will further realize the strategic development objectives of the company, promote the layout and development of the whole industrial chain, and realize the coordination and supporting of the industry. Modern cold chain logistics group plans to have a registered capital of 300 million yuan, of which modern agriculture group contributes 105 million yuan in cash, accounting for 35% of the total shares; Xingxiang capital contributed 60 million yuan in cash, accounting for 20% of the total shares; Hunan New Wellful Co.Ltd(600975) invested forty-eight million yuan in cash, accounting for 16% of the registered capital; Light salt group contributed 30 million yuan in cash, accounting for 10% of the registered capital; Hunan national reform fund contributed 30 million yuan 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.
(II) 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.
2、 Basic information of transaction parties
The company has conducted necessary due diligence on the basic information of all parties to the transaction and their transaction performance ability.
(I) 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
Hu Jing, member of the Party committee and chief accountant, long Lin, director of the operation and management department, is the director of Hunan New Wellful Co.Ltd(600975) , Liu Zhihong, deputy director of the operation and Management Department of modern agriculture group, is the chairman of the Hunan New Wellful Co.Ltd(600975) board of supervisors, Jiang Zhengshan, deputy director of the financial assets Department of modern agriculture group, and Chen Jihai, director of the audit and legal supervision department of modern agriculture group, is the supervisor of Hunan New Wellful Co.Ltd(600975) .
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.
(II) basic information of counterparty Xingxiang capital (related parties):
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. Main financial indicators of Xingxiang group, the controlling shareholder of Xingxiang capital in the latest year: as of December 31, 2020, the audited total assets of Xingxiang group were 52406631800 yuan, and the net assets were 40250437100 yuan. In 2020, the operating income was 2483805900 yuan and the net profit was 74079100 yuan.
(III) basic information of counterparties (non related parties):
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
