Securities code: 002453 securities abbreviation: Great Chinasoft Technology Co.Ltd(002453) Announcement No.: 2022-006 Great Chinasoft Technology Co.Ltd(002453)
Announcement on signing the termination agreement of incinerator lease agreement and termination of 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.
1、 Overview of related party transactions
On March 27, 2020, Great Chinasoft Technology Co.Ltd(002453) (hereinafter referred to as "the company") and Suzhou Zhengji Pharmaceutical Co., Ltd. (formerly known as "Suzhou Tianma Pharmaceutical Co., Ltd", hereinafter referred to as "Suzhou Zhengji pharmaceutical") signed the incinerator lease agreement. The company leased its incinerator assets to Suzhou Zhengji pharmaceutical for use, with a rent of 7.91 million yuan per year, The lease term is from the effective date of the agreement to December 31, 2022. Mr. Shen Minghong, chairman of the company, also serves as a director of Jiangsu Zhengji Pharmaceutical Co., Ltd., the parent company of Suzhou Zhengji pharmaceutical industry. This transaction constitutes a connected transaction. For details, please refer to the company's publication in securities times, China Securities Journal and cninfo.com on March 28, 2020（ http://www.cn.info.com.cn. ）Announcement on related party transactions.
On January 26, 2022, the 31st meeting of the Fifth Board of directors of the company was held, which considered and approved the proposal on signing the termination agreement of incinerator lease agreement and termination of related party transactions, agreed that the company and Suzhou Zhengji pharmaceutical signed the termination agreement of incinerator lease agreement, and authorized the management of the company to deal with subsequent related matters. Mr. Shen Minghong, a related director, abstained from voting. The independent directors of the company issued a prior approval opinion on the matter and issued an independent opinion with explicit consent. This matter does not need to be submitted to the general meeting of shareholders for deliberation.
2、 Basic information of related parties
Name: Suzhou Zhengji Pharmaceutical Co., Ltd
Unified social credit Code: 91320505ma1ngre0xx
Address: No. 122, Huqing Road, Huguan Town, Suzhou
Enterprise type: limited liability company
Legal representative: Li Feng
Registered capital: 100 million yuan
Date of establishment: March 6, 2017
Shareholder: 100% holding of Jiangsu Zhengji Pharmaceutical Co., Ltd
Related relationship with the company: Mr. Shen Minghong, chairman of the company, also serves as a director of Jiangsu Zhengji Pharmaceutical Co., Ltd., the parent company of Suzhou Zhengji pharmaceutical industry. This event constitutes a related party transaction. Business scope: production and sales of APIs, drugs and non hazardous chemical products; Pharmaceutical technology transfer, development and consulting services; Self operated and acting as an agent for the import and export of various commodities and technologies (except for the commodities and technologies restricted or prohibited by the state).
According to the company's inquiry on the website of the Supreme People's court, it does not belong to the "dishonest executee". 3、 Main contents of termination agreement of incinerator lease agreement
Party A: Great Chinasoft Technology Co.Ltd(002453)
Party B: Suzhou Zhengji Pharmaceutical Co., Ltd
1. The original agreement shall be terminated from December 31, 2021.
2. After the termination of the original agreement, there will be no rent, liquidated damages, late fees and other expenses.
3. The rent and other expenses incurred during the performance of the original agreement and the rights and obligations arising from the termination of the original agreement shall be negotiated and a written agreement shall be signed by both parties. If the negotiation fails, it can be solved through legal channels.
4. Both parties agree to complete relevant handover procedures before February 20, 2022.
This Agreement shall be established after being sealed by Party A and Party B, and shall come into force after the adoption of the meeting resolution that both parties have the right to approve.
4、 Reasons for termination of related party transactions and its impact on the company
In order to properly handle the acceptance and filing of the leased equipment and avoid expanding the scope of disputes between both parties, based on the friendly cooperative relationship, both parties negotiate to terminate the lease agreement of incinerator related assets. The termination of the related party transaction does not affect the development and daily operation of the company, does not damage the interests of the listed company and all shareholders, and has a certain impact on the current and future financial status of the company, which shall be subject to the results confirmed by the accountant after audit.
5、 Opinions of independent directors
(I) prior approval opinions of independent directors
The termination of related party transactions complies with the company law, the articles of association and other relevant provisions. The independent directors believe that the termination of the leasing of incinerator assets by the company is based on the needs of the company's actual business situation and does not harm the interests of the company and all shareholders, and agree to submit the proposal to the board of directors of the company for deliberation.
(II) independent opinions of independent directors
The company informed the independent directors in advance of the termination of the lease of incinerator assets, provided relevant materials and conducted necessary communication, which has been approved in advance by the independent directors.
The independent directors believe that the decision-making procedures and contents of the termination of related party transactions comply with the provisions of national laws, regulations and other normative documents. After careful consideration and negotiation according to the actual situation, the company made the decision to terminate the lease, which is in line with the needs of the company's business development and the interests of the company and all shareholders. The independent directors agreed to sign the termination agreement of incinerator lease agreement this time.
6、 Documents for future reference
1. Resolutions of the 31st meeting of the 5th board of directors;
2. Resolutions of the 27th meeting of the 5th board of supervisors;
3. Prior approval opinions and independent opinions of independent directors on matters related to the 31st meeting of the Fifth Board of directors of the company;
4. Termination agreement of incinerator lease agreement.
It is hereby announced.
Great Chinasoft Technology Co.Ltd(002453) board of directors January 27, 2002
