Guotai Junan Securities Co.Ltd(601211)
About Jiangsu Lopal Tech.Co.Ltd(603906)
Verification opinions on increasing loan limit and related party transactions from holding subsidiaries
Guotai Junan Securities Co.Ltd(601211) (hereinafter referred to as “sponsor”) as a sponsor of Jiangsu Lopal Tech.Co.Ltd(603906) (hereinafter referred to as ” Jiangsu Lopal Tech.Co.Ltd(603906) “, “company” or “listed company”) for non-public issuance of A-share shares, in accordance with the administrative measures for securities issuance and listing sponsor business and the Listing Rules of Shanghai Stock Exchange According to the requirements of relevant laws and regulations such as the guidelines for the continuous supervision of listed companies of Shanghai Stock Exchange and the guidelines for the implementation of related party transactions of listed companies of Shanghai Stock Exchange, the matters of Jiangsu Lopal Tech.Co.Ltd(603906) increasing the loan limit and related party transactions from holding subsidiaries have been carefully verified. The verification results are as follows:
1、 Overview of related party transactions
(I) basic information of the transaction
In order to ensure the normal production and operation of the holding subsidiary Changzhou Liyuan New Energy Technology Co., Ltd. (hereinafter referred to as “Changzhou Liyuan” or “holding subsidiary”) and the smooth implementation of various investment projects, the company plans to increase the loan of no more than RMB 500 million for a period of no more than 3 years, The loan interest rate will rise by no more than 120bp with reference to the one-year LPR published by the people’s Bank of China on the actual issuance date. Within the above loan limit, Changzhou lithium source can handle relevant loans on a revolving basis.
(II) this transaction does not constitute a major asset reorganization
This transaction does not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies.
(III) this transaction constitutes a connected transaction
Changzhou Liyuan, as an important holding subsidiary of the company, currently has a registered capital of 481113281 yuan, and the equity structure is as follows:
No. name of shareholder subscribed registered capital contribution method shareholding ratio (10000 yuan)
1 Jiangsu Lopal Tech.Co.Ltd(603906) 25889.0625 currency 53.81%
2 Fujian times Mindong new energy industry equity investment partnership 5020.3125 currency 10.43% enterprise (limited partnership)
No. name of shareholder subscribed registered capital contribution method shareholding ratio (10000 yuan)
3 Ningbo Meishan free trade port area wending Investment Co., Ltd. 4601.9531 currency 9.57%
4 Changzhou youbailey venture capital center (limited partnership) 3500.0000 currency 7.27%
5. Changzhou Jintan Hongyuan venture capital partnership (limited liability: 3500.0000 yuan, 7.27% partnership)
6 beiteri New Material Group Co., Ltd. 3150.0000 currency 6.55%
7 Nanjing jinbailey venture capital center (limited partnership) 1750.0000 currency 3.64%
8 Nanjing Chaoli venture capital center (limited partnership) 700.0000 currency 1.45%
Total 48111.3281 100.00%
According to the guidelines for the implementation of related party transactions of listed companies on Shanghai Stock Exchange, Nanjing jinbailey venture capital center (limited partnership), Changzhou youbailey venture capital center (limited partnership) and Nanjing Chaoli venture capital center (limited partnership) are shareholding platforms established with the participation of the company’s management, and the company’s executives or supervisors act as executive partners, Fujian times Mindong new energy industry equity investment partnership (limited partnership) holds more than 10% of the equity of the company’s holding company, and beiteri New Material Group Co., Ltd. holds more than 10% of the equity of the company’s holding company in the past 12 months, all of which are related parties of the company.
According to Article 12 of the guidelines for the implementation of related party transactions of listed companies on Shanghai Stock Exchange, “(17) other matters that may lead to the transfer of resources or obligations through the agreement identified by the exchange in principle of substance over form, including providing financial assistance and guarantee greater than its equity proportion or investment proportion to the company jointly invested with related parties, and waiving the same proportion of capital increase or preferential transfer right to the company jointly invested with related parties”, Since the above related parties did not provide the same proportion of loans to the holding subsidiaries and subsidiaries, this transaction constitutes a related party transaction. The final loan amount, term and interest rate shall be subject to the actually signed agreement.
2、 Introduction to related parties
(I) Nanjing jinbailey venture capital center (limited partnership)
Enterprise type: limited partnership
Unified social credit Code: 91320117ma25db5r9c
Registered address: No. 368, Zhening East Road, Lishui Economic Development Zone, Nanjing
Registered capital: 100000 yuan
Business scope: general items: venture capital (limited to investment in unlisted enterprises) (except for items that must be approved according to law, carry out business activities independently according to law with the business license)
Partner information: Shen Zhiyong, Zhang Yi
Nanjing jinbailey venture capital center (limited partnership) is a shareholding platform newly established by the company’s management in 2021, and there is no financial data yet.
(II) Changzhou youbailey venture capital center (limited partnership)
Enterprise type: limited partnership
Unified social credit Code: 91320413ma25eayb5m
Registration place: No. 563, Jinlong Avenue, Jintan District, Changzhou City
Registered capital: 100000 yuan
Executive partner: Shi Junfeng
Business scope: general items: venture capital (limited to investment in unlisted enterprises) (except for items that must be approved according to law, carry out business activities independently according to law with the business license)
Partner information: Shi Junfeng, Xi Xiaobing
Changzhou youbailey venture capital center (limited partnership) is a newly established shareholding platform participated by the company’s management in 2021, and there is no financial data yet.
(III) Nanjing Chaoli venture capital center (limited partnership)
Enterprise type: limited partnership
Unified social credit Code: 91320117ma26jggext
Registered address: block a, Kechuang building, Huizhi Industrial Park, Lishui Economic Development Zone, Nanjing
Registered capital: 100000 yuan
Executive partner: Xue Jie
Business scope: general items: venture capital (limited to investment in unlisted enterprises) (except for items that must be approved according to law, carry out business activities independently according to law with the business license)
Partner information: Xue Jie, Xie Yichao
Nanjing Chaoli venture capital center (limited partnership) is an employee stock ownership platform newly established by the company’s management in 2021, and there is no financial data yet.
(IV) beiteri New Material Group Co., Ltd
Enterprise type: joint stock company
Unified social credit Code: 914403007230429091
Registered address: buildings 1, 2, 3, 4, 5, 6, 7 A, 7 B and 8 of Xitian community high tech Industrial Park, Gongming office, Guangming New Area, Shenzhen
Registered capital: 485386150 yuan
Legal representative: he Xueqin
Business scope: general business items: import and export business. Licensed business items: production and operation of cathode materials and cathode materials of lithium ion batteries; General freight
Major shareholders: China Baoan Group Co.Ltd(000009) Group Holding Co., Ltd., China Baoan Group Co.Ltd(000009) , Beijing Huading new power equity investment fund (limited partnership), Yue min, Ge Weidong, he Xueqin, Zhang Xiao, etc
Main financial data: as of September 30, 2021, the total assets of the company were 13306.3099 million yuan, the net assets attributable to the shareholders of the listed company were 7225.0343 million yuan, the operating income was 6851.0332 million yuan, and the net profit attributable to the shareholders of the listed company was 1090.2437 million yuan (the above data were not audited).
(V) Fujian times Mindong new energy industry equity investment partnership (limited partnership)
Enterprise type: limited partnership
Unified social credit Code: 91350901ma8rf6pu98
Registered address: 18 / F, Tianxing business center, No. 16, Yufu Road, Dongqiao Economic Development Zone, Ningde City
Executive partner: Shanghai SAIC Hengxu Investment Management Co., Ltd
Business scope: general items: engaging in equity investment, investment management, asset management and other activities with private funds (business activities can only be carried out after completing the registration and filing with China Securities Investment Fund Association) (except for items that must be approved according to law, business activities can be carried out independently according to law with business license)
Partner information: Qingdao SAIC innovation and upgrading industry equity investment fund partnership (limited partnership), Ningde Transportation Investment Group Co., Ltd., Contemporary Amperex Technology Co.Limited(300750) , Zhuhai Pullman logistics industry equity investment partnership (limited partnership), Ningbo Meishan free trade port wending Investment Co., Ltd., Shanghai SAIC Hengxu Investment Management Co., Ltd
Main financial data: as of September 30, 2021, the total assets of the enterprise were 1507.4345 million yuan, the net assets were 1490.5165 million yuan, the operating income was 0 million yuan, and the net profit was -9.4835 million yuan (the above data were not audited).
3、 Basic information of related party transactions
(I) transaction name and category
Provide loans greater than its equity ratio or investment ratio to companies jointly invested with related parties.
(II) this borrowing plan
Capital demander: Changzhou Liyuan New Energy Technology Co., Ltd
Fund provider: Jiangsu Lopal Tech.Co.Ltd(603906)
Capital limit: increase the loan to Changzhou lithium source to no more than RMB 500 million
Loan term: no more than 3 years
Loan interest rate: with reference to the one-year LPR published by the people’s Bank of China on the actual issuance date, the rise shall not exceed 120bp
Purpose of fund: for daily production and operation of Changzhou lithium source and various investment projects
(III) general principles and methods for price determination of related party transactions
The loan interest rate of this transaction is fully negotiated by all parties and priced according to the market conditions. It will rise by no more than 120bp with reference to the one-year LPR published by the people’s Bank of China on the actual issuance date. The pricing method of related party transactions follows the principles of fairness, rationality and fairness, and there is no situation that damages the interests of the listed company and all shareholders.
(IV) cumulative related party transactions
In the past 12 months, the company has had such loans and related party transactions with Changzhou lithium source and its subsidiaries for a total of 3 times, with a total loan amount of 680 million yuan.
4、 The purpose of this connected transaction and its impact on the listed company
(I) purpose of this transaction
The company borrows from the holding subsidiary without affecting its normal operation. The purpose is to ensure the smooth progress of daily production and operation of Changzhou lithium source and the normal development of various investment projects based on the confidence in the future development prospects of the holding subsidiary.
(II) impact of this transaction on Listed Companies
Changzhou Liyuan is the holding subsidiary of the company. The company has substantial control and influence over it. The company can implement effective business, fund management and risk control to ensure the safety of the company’s funds. The company’s increase in the loan limit and related party transactions from its holding subsidiaries does not harm the interests of the company and shareholders, especially small and medium-sized shareholders, and will play a positive role in the operation of the listed company.
5、 Review procedures of related party transactions
On February 9, 2022, the company held the 30th meeting of the third board of directors and the 23rd Meeting of the third board of supervisors, deliberated and adopted the proposal on increasing the loan limit and related party transactions from holding subsidiaries. This matter is related party transactions. Related directors Shi Junfeng, Zhu Xianglan and Shen Zhiyong and related supervisor Xue Jie avoided voting. This connected transaction must be submitted to the general meeting of shareholders for deliberation.
(I) prior approval opinions of independent directors
The company has communicated with us in advance on the related party transactions involved in the proposal on increasing the loan limit and related party transactions from holding subsidiaries. After reviewing the relevant materials, we believe that the company’s borrowing from holding subsidiaries is mainly to better meet the needs of the company’s operation and development and provide temporary working capital for subsidiaries. The pricing of loan interest rate is fair and reasonable, which is in line with the interests of the company and all shareholders. We agree to submit the above matters to the 30th meeting of the third board of directors of the company for deliberation.
(II) opinions of independent directors
It is necessary and reasonable for the company to provide loans to its holding subsidiaries to meet its production and operation needs, which is in line with the company’s development strategy. The loan does not harm the interests of listed companies and shareholders of listed companies, especially minority shareholders. We agree to the loan.
(III) opinions of the board of supervisors
This connected transaction complies with the provisions of relevant laws and regulations and the articles of association, and the pricing of loan interest rate is fair and reasonable. This connected transaction is conducive to alleviating the capital pressure of the holding subsidiary, meets the needs of the company’s future development planning and operation and management, and does not damage the interests of the company and all shareholders, especially the interests of minority shareholders. The board of supervisors agreed to this related party transaction.
(IV) opinions of the audit committee
The audit committee of the board of directors issued the following written audit opinions on this related party transaction: after careful audit, we believe that the above related party transactions comply with the provisions of the company law, the securities law and other relevant laws and regulations as well as the articles of association, and there is no damage to the interests of listed companies and shareholders, nor will it affect the independence of the company. This transaction is subject to the approval of the general meeting of shareholders, and the related persons interested in the related transaction will waive the right to vote on the proposal at the general meeting of shareholders.
