Securities code: 603906 securities abbreviation: Jiangsu Lopal Tech.Co.Ltd(603906) Announcement No.: 2022-010 Jiangsu Lopal Tech.Co.Ltd(603906)
Announcement on increasing loan limit and related party transactions from holding subsidiaries
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:
Jiangsu Lopal Tech.Co.Ltd(603906) (hereinafter referred to as ” Jiangsu Lopal Tech.Co.Ltd(603906) ” or “the company”) plans to increase the loan of no more than RMB 500 million to Changzhou Liyuan New Energy Technology Co., Ltd. (hereinafter referred to as “Changzhou Liyuan”), a holding subsidiary, with a loan term of no more than 3 years, and 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.
Due to the related parties Nanjing jinbailey venture capital center (limited partnership) (hereinafter referred to as “Nanjing jinbailey”), Changzhou youbailey venture capital center (limited partnership) (hereinafter referred to as “Changzhou youbailey”), beiteri New Material Group Co., Ltd. (hereinafter referred to as “beiteri”) Nanjing Chaoli venture capital center (limited partnership) (hereinafter referred to as “Nanjing Chaoli”) and Fujian times Mindong new energy industry equity investment partnership (limited partnership) (hereinafter referred to as “times Mindong”) did not provide the same proportion of loans to the holding subsidiaries. According to Article 12 of the guidelines for the implementation of connected transactions, this transaction constitutes a connected transaction.
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.
This connected transaction has been deliberated and approved at the 30th meeting of the third board of directors and the 23rd Meeting of the third board of supervisors held by the company on February 9, 2022, and must be submitted to the general meeting of shareholders for deliberation.
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. and the smooth implementation of various investment projects, Jiangsu Lopal Tech.Co.Ltd(603906) plans to increase the loan of no more than RMB 500 million for a period of no more than 3 years, and 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.
In the past 12 months, the connected transactions between the company and the above connected persons reached more than 30 million yuan, accounting for more than 5% of the absolute value of the company’s latest audited net assets.
(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
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) introduction to related party relationship
Changzhou Liyuan New Energy Technology Co., Ltd., as an important holding subsidiary of the company, currently has a registered capital of 481113281 yuan, and the equity structure is as follows:
Name of shareholders subscribed registered capital (10000 yuan) contribution method shareholding ratio
Jiangsu Lopal Tech.Co.Ltd(603906) 25889.0625 currency 53.81%
Betree 3150.00 currency 6.55%
Youbailey 3500.00 currency 7.27%
Kimbailey 1750.00 currency 3.64%
Jintan Hongyuan 3500.00 currency 7.27%
Nanjing Chaoli 700.00 currency 1.45%
Win investment 4601.9531 currency 9.57%
Time Mindong 5020.3125 currency 10.43%
Total 48111.3281 100%
According to the guidelines for the implementation of related party transactions of listed companies on Shanghai Stock Exchange, Nanjing jinbailey, Changzhou youbailey and Nanjing Chaoli are shareholding platforms established with the participation of the company’s management, and the company’s senior executives or supervisors act as executive partners; Times Mindong holds more than 10% of the equity of the holding company; Beiteri has held more than 10% equity of the company’s holding company in the past 12 months, and all of them are related parties of the company.
(II) basic information of related parties
1. 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
Executive partner: Shen Zhiyong
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 is a shareholding platform newly established by the company’s management in 2021, and there is no financial data at present.
2. 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 youbaili is a newly established shareholding platform participated by the company’s management in 2021, and there is no financial data yet.
3. 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. The licensed business items are: production and operation of cathode materials and cathode materials of lithium-ion batteries; Ordinary 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 109024.37 million yuan. (the above data has not been audited)
4. 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 is an employee stock ownership platform newly established by the company’s management in 2021, and there is no financial data yet. 5. 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
Registered capital: RMB 250 million
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)
Ownership structure:
Name of shareholder shareholding ratio
Qingdao SAIC innovation and upgrading industry equity investment fund partnership (limited partnership) 40.00%
Ningde Transportation Investment Group Co., Ltd. 28.00%
Contemporary Amperex Technology Co.Limited(300750) 21.92%
Zhuhai Pullman logistics industry equity investment partnership (limited partnership) 10.00%
Ningbo Meishan bonded port area wending Investment Co., Ltd. 0.04%
Shanghai SAIC Hengxu Investment Management Co., Ltd. 0.04%
Main financial data: as of September 30, 2021, the total assets of the enterprise were 1507434500
Yuan, with net assets of 1490516500 yuan. From January to September 2021, the operating income was 10000 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
Fund occupancy rate: the borrowing 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
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、 Historical related party transactions
Since the beginning of 2022, the company has not had the same type of related party transactions with the above related parties. In the past 12 months, the company has had three related party transactions of the same type with Changzhou lithium source and its subsidiaries, with a total loan amount of RMB 680 million. (for details, please refer to the company on April 24, 2021, September 16, 2021 and October 16, 2021 respectively)
