Stock Code: 601011 stock abbreviation: Baotailong New Materials Co.Ltd(601011) No.: Lin 2022-004 Baotailong New Materials Co.Ltd(601011)
Announcement of 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:
● the company plans to acquire 16.86% shares of other shareholders of Xingtu (Changzhou) carbon materials Co., Ltd. through Shanghai Chaosheng Technology Co., Ltd. to complete the holding of Xingtu (Changzhou) carbon materials Co., Ltd. After the acquisition, Xingtu (Changzhou) carbon materials Co., Ltd. will become the company's holding subsidiary
● the company plans to implement the equity incentive plan with 30% equity of Xingtu (Changzhou) carbon materials Co., Ltd. held by Shanghai Chaosheng Technology Co., Ltd. the incentive object is Ms. Jiao Yanyan, the eldest daughter of Mr. Jiao Yun, the actual controller of the company, and Ms. Zhang Jin is the chairman of the board of supervisors of the company. The implementation of the equity incentive plan will constitute related party transactions
● in the past 12 months, the company has not conducted transactions related to transaction categories with Ms. Jiao Yanyan, Ms. Zhang Jin and other related persons
● on February 9, 2022, the company held the 24th Meeting of the 5th board of directors and the 16th meeting of the 5th board of supervisors, which deliberated and approved the proposal that the company intends to control Xingtu (Changzhou) carbon materials Co., Ltd. and implement related party transactions of equity incentive plan
● this related party transaction does not need to be reviewed and approved by the general meeting of shareholders of the company
1、 Overview of related party transactions
Xingtu (Changzhou) carbon materials Co., Ltd. (hereinafter referred to as "Xingtu company") is a scientific and technological enterprise focusing on the R & D, production and sales of thermal management related to carbon materials. At present, Baotailong New Materials Co.Ltd(601011) (hereinafter referred to as "the company") actually holds 49% through Shanghai Chaosheng Technology Co., Ltd. (hereinafter referred to as "Shanghai Chaosheng company"). The company plans to acquire 16.86% of the shares of other shareholders of Xingtu company through Shanghai Chaosheng company to complete the holding of Xingtu company. After the acquisition, Shanghai Chaosheng company's contribution to Xingtu company is 19.7582 million yuan, accounting for 65.86% of the registered capital of Xingtu company, and Xingtu company will become the holding Sun company of the company.
In view of Xingtu's recent breakthrough in graphene heat transfer film project (see the company's Lin 2022-003 Foreign Investment Announcement for details), in order to timely grasp the graphene heat transfer film market opportunity, fully mobilize the enthusiasm of Xingtu's operation and management team, and accelerate the industrialization breakthrough of Xingtu in the application field of graphene heat transfer film, the company decided to, Implement the equity incentive plan in 2022, the key year for the industrialization of Xingtu company: if Xingtu company achieves an operating revenue of 40 million yuan and a total profit of 4 million yuan in 2022, the controlling shareholder Shanghai Chaosheng company will transfer its 30% equity of Xingtu company to the core personnel of Xingtu company free of charge.
Ms. Jiao Yanyan, the incentive object in this equity incentive plan, is the eldest daughter of Mr. Jiao Yun, the actual controller of the company, and Ms. Zhang Jin is the chairman of the board of supervisors of the company. According to the identification of connected persons in Section 3 of Chapter VI of the Listing Rules of Shanghai stock exchange and the relevant provisions of the articles of association and the measures for the administration of connected transactions of the company, The implementation of the equity incentive plan will constitute related party transactions.
As of this connected transaction, the company has not conducted any transaction related to the transaction category with Ms. Jiao Yanyan, Ms. Zhang Jin and other connected persons in the past 12 months.
The audit committee of the 5th board of directors of the company has reviewed the above related party transactions and issued a written confirmation that it agrees to submit them to the board of directors for deliberation. On February 9, 2022, the 24th Meeting of the 5th board of directors held by the company deliberated and approved the proposal that the company intends to control Xingtu (Changzhou) carbon materials Co., Ltd. and implement the related party transaction of equity incentive plan. The related directors have avoided voting when deliberating the proposal, which was voted by the non related directors, For details, please refer to the company's disclosure in Shanghai Securities News, China Securities News, securities times, securities daily and the website of Shanghai Stock Exchange (www.sse. Com. CN) Lin Announcement No. 2022-002 on; On the same day, the 16th meeting of the 5th board of supervisors held by the company deliberated and adopted the proposal that the company intends to control Xingtu (Changzhou) carbon materials Co., Ltd. and implement the related party transaction of equity incentive plan with 2 affirmative votes, 0 negative votes and 0 abstention votes.
This related party transaction does not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies, and it does not need to be submitted to the general meeting of shareholders of the company for deliberation and approval.
2、 Basic information of related parties
(I) coking rock
1. Basic information
Name: Jiao Yanyan
Former name none
ID number 23090319820915****
Nationality China
Address: No. * * * * building *, yard *, xiangheyuan street, Dongcheng District, Beijing
Have you obtained the right of abode in other countries or regions and have the right of abode in New Zealand
2. Main positions in recent three years
Date of employment: does the position of the company have property rights
From January 2018 to may 2020 Baotailong New Materials Co.Ltd(601011) vice chairman and vice president are
From June 2020 to now, the chief economist of Baotailong New Materials Co.Ltd(601011) is
From March 9, 2015 to now, vice chairman of Baorun harvest financial leasing (Tianjin) Co., Ltd. no
Date of employment: does the position of the company have property rights
From July 2011 to now, Beijing Huiyu Jiahe Investment Co., Ltd. is a legal person, executive director and
manager
From June 2021 to now, director and R & D director of Xingtu (Changzhou) carbon materials Co., Ltd. no
3. Core enterprises and core businesses under control
Enterprise name registered capital direct shareholding business scope
(10000 yuan) proportion
Project investment; Investment management; asset management (1) it is not allowed to raise funds in public without the approval of relevant departments; 2. It is not allowed to carry out securities products and financial derivatives trading activities in public; 3. It is not allowed to issue loans; 4. It is not allowed to invest in Beijing Huiyu Jiahe 10 000, 90% guaranteed; 5. It is not allowed to promise investors that the investment principal will not be damaged or that the Investment Co., Ltd. will lose or promise the minimum return; Enterprises independently choose business projects and carry out business activities according to law; For projects subject to approval according to law, business activities shall be carried out according to the approved contents after being approved by relevant departments; It is not allowed to engage in the business activities of projects prohibited and restricted by the industrial policies of this Municipality.
）
(II) Zhang Jin
1. Basic information
Name: Zhang Jin
Former name none
ID number 61060219770306****
Nationality China
Address: room * * * unit *, yard * * * *, Yingbin Avenue, Baota District, Yan'an City, Shaanxi Province
Have you obtained the right of residence in other countries or regions? No
2. Main positions in recent three years
Date of employment: does the position of the company have property rights
2018.04-2020.05 Baotailong New Materials Co.Ltd(601011) vice president no
From May 2015 to now, the legal person and executive director of Shanghai Huaijing Investment Management Co., Ltd. are
From January 2021 to now, whether the legal person and executive director of Shanghai Chaosheng Technology Co., Ltd
From June 2021 to now, the legal person and chairman of Xingtu (Changzhou) carbon materials Co., Ltd. are
3. Core enterprises and core businesses under control
nothing
3、 Basic information of related party transactions
(I) subject matter of transaction
Shanghai Chaosheng company, a wholly-owned subsidiary of the company, holds 30% equity of Xingtu company
(II) basic information of the trading target company
1. Company name: Xingtu (Changzhou) carbon materials Co., Ltd
2. Type: limited liability company (sole proprietorship of legal person invested or controlled by non natural person) 3. Registered capital: 30 million yuan
4. Address: No. 89, gangang Middle Road, Xinbei District, Changzhou (in Binjiang intelligent equipment enterprise port) 5. Legal representative: Zhang Jin
6. Date of establishment: June 2, 2021
7. Business scope: general items: technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Manufacturing of graphite and carbon products; Sales of graphite and carbon products; Manufacturing of special electronic materials; Sales of electronic special materials; Manufacturing of industrial textile products; Sales of industrial textile products; Daily mask (non-medical) production; Daily mask (non-medical) sales; Plastic products manufacturing; Sales of plastic products (except for projects subject to approval according to law, carry out business activities independently according to law with business license)
8. Shareholder: Shanghai Chaoding Technology Co., Ltd. (Shanghai Chaosheng company holds 49% of the equity of Shanghai Chaoding Technology Co., Ltd.), with a subscribed capital of 30 million yuan, accounting for 100% of the registered capital. 9. Main financial indicators of the latest year: as of December 31, 2021, the total assets of Xingtu company were 3497718.57 yuan, the net assets were -2004720.70 yuan, and the operating profit was -2004720.70 yuan, The net profit is -2004720.70 yuan, and the above data has not been audited.
(III) pricing principle and basis of transaction
The incentive method of equity grant of Shanghai Chaosheng company is free equity transfer
4、 Main contents of related party transactions
In 2022, Xingtu company realized an operating revenue of 40 million yuan and a total profit of 4 million yuan. The controlling shareholder Shanghai Chaosheng company transferred its 30% equity of Xingtu company to the core personnel of Xingtu company free of charge.
The distribution of equity incentive granted by the incentive plan among incentive objects is shown in the table below:
No. the maximum proportion of the position of the incentive object that can be granted in the proportion of equity granted in the incentive plan and the total number of shares
1. Director of R & D technical team with coke rock as the core \\ \\ R & D director 15% 50%
2 Chairman Zhang Jin 10% 33.33%
3 Kong Xiangjin, general manager 5% 16.67%
Conditions of Grant:
1. If the two assessment indicators of income and profit are 100% realized, the incentive object will obtain the corresponding equity according to the incentive plan;
2、
