China International Capital Corporation Limited(601995) verification opinions on the joint investment between Iat Automobile Technology Co.Ltd(300825) Automotive Technology Co., Ltd. and related parties
China International Capital Corporation Limited(601995) (hereinafter referred to as ” China International Capital Corporation Limited(601995) ” or “sponsor”) as a sponsor of Iat Automobile Technology Co.Ltd(300825) (hereinafter referred to as ” Iat Automobile Technology Co.Ltd(300825) ” or “company”) issuing A-share shares to specific objects in 2020, according to the administrative measures for securities issuance and listing recommendation business and the rules for the listing of shares on the gem of Shenzhen Stock Exchange (hereinafter referred to as “Listing Rules”) In accordance with the provisions of relevant laws, regulations and normative documents such as the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on the gem, this verification opinion is issued on the joint investment of Iat Automobile Technology Co.Ltd(300825) and related parties. The specific verification conditions are as follows:
1、 Transaction overview
Iat Automobile Technology Co.Ltd(300825) it is proposed to jointly invest and establish Shenzhen gecko Innovation Technology Co., Ltd. (the specific name shall be subject to the final approval of the market supervision and Administration Bureau, hereinafter referred to as “gecko technology”) with the chairman of the company, Mr. Xuan Qiwu, Mr. Liu Jiangfeng and faristar (HK) investment holding limited. Among them, the company plans to subscribe RMB 1 million with its own funds, accounting for 10% of the registered capital, Mr. Xuan Qiwu subscribed RMB 400000, accounting for 4% of the registered capital, and Mr. Liu Jiangfeng subscribed RMB 6.3 million, accounting for 63% of the registered capital; Faristar (HK) investment holding limited subscribed 2.3 million yuan, accounting for 23% of the registered capital.
According to the relevant provisions of the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the listing rules and other laws, regulations and normative documents, Mr. Xuan Qiwu is one of the actual controllers and chairman of the company and forms a connected relationship with the company. The company and Mr. Xuan Qiwu jointly invest in Shenzhen gecko Innovation Technology Co., Ltd. and form a connected transaction, However, major asset restructuring that does not constitute the provisions of the measures for the administration of major asset restructuring of listed companies does not need to be approved by relevant departments.
2、 Basic information of counterparty
(I) basic information of faristar (HK) Investment Holding Limited
Name: faristar (HK) Investment Holding Limited
Registration certificate code: 3124865
Date of establishment: January 27, 2022
Registered address: room 803, Lippo Sun Plaza, 28 Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong
Founder shareholder: faristar Investment Holding Limited
(II) basic information of Mr. Xuan Qiwu
Mr. Xuan Qiwu, male, born in 1966, Chinese nationality, with permanent residency in Japan, graduated from the Department of automotive engineering of Tsinghua University in 1987 with a bachelor’s degree in engineering; In 1998, he received a doctor’s degree in engineering from Kyushu University, Japan. He once served as an engineer of FAW Group and director of the development headquarters of Mitsubishi Motor Corporation, and has been the chairman of the company since February 2012.
Mr. Xuan Qiwu directly holds Iat Automobile Technology Co.Ltd(300825) 3699681 shares, indirectly holds Iat Automobile Technology Co.Ltd(300825) 26006232 shares through Iat Automobile Technology Co.Ltd(300825) (Beijing) Investment Consulting Co., Ltd. (hereinafter referred to as ” Iat Automobile Technology Co.Ltd(300825) investment”), and indirectly holds Iat Automobile Technology Co.Ltd(300825) 1186101 shares as a limited partner of Jiaxing Junwen Yinbao investment partnership (limited partnership); Ms. Liu Jian directly holds Iat Automobile Technology Co.Ltd(300825) 1400000 shares and indirectly holds Iat Automobile Technology Co.Ltd(300825) 8974398 shares through Iat Automobile Technology Co.Ltd(300825) investment. Mr. Xuan Qiwu directly controls Iat Automobile Technology Co.Ltd(300825) 1.12%, Ms. Liu Jian directly controls Iat Automobile Technology Co.Ltd(300825) 0.42%, Xuan Qiwu and his spouse Liu Jian indirectly control Iat Automobile Technology Co.Ltd(300825) 13.58% through Iat Automobile Technology Co.Ltd(300825) investment, and Xuan Qiwu and his spouse Liu Jian directly or indirectly control Iat Automobile Technology Co.Ltd(300825) a total of 15.12%. As one of the actual controllers of the company, Mr. Xuan Qiwu holds the post of chairman of the company and is an associated natural person of the company in accordance with items (I) and (II) of article 7.2.5 of the listing rules.
(III) basic information of Mr. Liu Jiangfeng
Mr. Liu Jiangfeng, male, born in 1971, Chinese nationality, graduated from the computer department of Southeast University. Yuan Hua is a senior vice president. He has successively served as the head of wireless GSM mobile communication product research and development, the director of pilot test department, the president of global technical service department, the vice president of network product line, Asia Pacific Department, the president of southern The Pacific Securities Co.Ltd(601099) department, the president of consumer BG global MKT & sales President of glory mobile phone; After leaving Huawei in 2015, he founded multipoint dmall, black shark technology and advantage technology.
The counterparties faristar (HK) investment holding limited, Mr. Xuan Qiwu and Mr. Liu Jiangfeng are not dishonest Executees.
3、 Basic information of related party transactions
(I) basic information
Name: Shenzhen gecko Innovation Technology Co., Ltd
Legal representative: Liu Jiangfeng
Registered capital: RMB 10 million
Registered address: Room 201, building 4, industrial zone 228, Silian community, Henggang street, Longgang District, Shenzhen
Business scope: general business items: Sales of new energy vehicles; Sales of electric accessories of new energy vehicles; Sales of new energy vehicle production and testing equipment; Sales of new energy vehicle power exchange facilities; New car sales; Research and development of auto parts; Retail of auto parts; Technical consulting service of artificial intelligence public service platform; Artificial intelligence public data platform; Basic resources and technology platform of artificial intelligence; General application system of artificial intelligence; Application system integration services in artificial intelligence industry; AI hardware sales; Research and development of intelligent Siasun Robot&Automation Co.Ltd(300024) ; Intelligent Siasun Robot&Automation Co.Ltd(300024) sales; Service consumption Siasun Robot&Automation Co.Ltd(300024) sales; Industrial sales Siasun Robot&Automation Co.Ltd(300024) ; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Industrial Internet data service; Software development; Information system integration service; Research and development of Internet of things technology; Internet of things technical services; Research and development of motor and its control system; Sales of mechanical parts and components; Sales of off-road leisure vehicles and spare parts; Bicycle and spare parts retail; Electric bicycle sales; Industrial design services; Sales of auxiliary bicycles, scooters and spare parts; Sales of smart home consumer equipment; Retail of household appliances; Sales of electronic products; Research and development of mechanical equipment; Sales of mechanical equipment; Sales of household appliances; Research and development of household appliances; Wholesale of computer software, hardware and auxiliary equipment; Network technology services.
(except for the items that must be approved according to law, the company shall independently carry out business activities according to law with its business license)
Licensed business items: import and export of goods; Technology import and export. (for projects that must be approved according to law, business activities can be carried out only with the approval of relevant departments. The specific business projects shall be subject to the approval documents or licenses of relevant departments)
(II) equity structure:
No. shareholder name contribution proportion subscribed capital contribution (10000 yuan)
1 xuanqiwu 4% 40
2 Iat Automobile Technology Co.Ltd(300825) 10% 100
3 Liu Jiangfeng 63% 630
4 Faristar (HK) Investment Holding 23% 230
Limited
Total 100% 1000
Note: the basic information of the above newly established companies shall be subject to the final approval of the market supervision and administration department.
4、 Pricing policy and basis of transaction
This time, the company was jointly invested and established with the related party Mr. Xuan Qiwu. Based on the principle of equality and mutual benefit, the relevant amount of capital contribution was the result of negotiation between the parties. The transaction price was fair, in line with the provisions of relevant laws and regulations, and there was no damage to the interests of the company and minority shareholders.
5、 Main contents of the transaction agreement
At present, the company has not signed a specific agreement, and the specific contents and relevant terms shall be subject to the actually signed agreement. 6、 The purpose and impact on the company of the transactions and related party transactions involved in this time
Skateboard chassis has the advantages of high integration, high versatility and high expansibility. It is an important development direction under the trend of automobile electrification and intelligence. It is competitive in reducing product development cycle, reducing R & D cost, enriching intelligent ecology and improving space utilization. The Shenzhen gecko Innovation Technology Co., Ltd., which the company and the related party Mr. Xuan Qiwu intend to jointly invest and establish, will mainly serve urban logistics, business, family, shared travel and other fields based on automobile skateboard chassis technology and products.
The joint investment between the company and its related party, Mr. Xuan Qiwu, aims to promote the development of the company’s new business and new technology, which is conducive to further improving the company’s overall operating capacity and promoting the realization of the company’s long-term strategic development goals. At present, gecko technology has not been established, and there may be risk factors in macro-economy, industrial policies, operation management and market environment. The company will actively pay attention to the investment and business progress, and actively prevent and deal with the above risks in order to obtain a good return on investment. Investors should pay attention to risks and invest rationally.
7、 The total amount of various related party transactions with the related party from the beginning of the year to the disclosure date
From the beginning of 2022 to now, Mr. Xuan Qiwu has no other related party transactions with the company except providing guarantee for the company and this event.
8、 Review and decision-making procedures
(I) deliberations of the board of directors
The company held the 14th meeting of the 4th board of directors on February 18, 2022 and considered the proposal on joint investment with related parties. The proposal was adopted with 7 votes (Mr. Xuan Qiwu and Ms. Liu Jian, the related directors, have avoided voting), and the independent directors expressed their independent opinions. This matter does not need to be submitted to the general meeting of shareholders of the company for deliberation.
(II) opinions of independent directors
The independent directors have expressed their independent opinions on the proposal on joint investment with related parties: this investment involves related party transactions, the transaction price is fair and reasonable, and there is no situation that damages the interests of minority shareholders. The related directors have avoided voting, and the deliberation and decision-making procedures comply with the provisions of the company law, listing rules and other relevant regulations and normative documents, as well as the provisions of the articles of association and the company’s measures for the administration of related party transactions. Therefore, the independent directors unanimously agreed to this matter.
(III) deliberation of the board of supervisors
The company held the 12th meeting of the 4th board of supervisors on February 18, 2022, and deliberated and adopted the proposal on joint investment with related parties. The board of supervisors believes that the company’s investment follows the principles of openness, fairness and consensus through consultation, and there is no situation that damages the interests of the company and shareholders, especially minority shareholders. The deliberation procedure of the related party transaction is legal and compliant. The board of supervisors agreed to the company’s joint investment with related parties.
9、 Verification opinions of the recommendation institution
After verification, the sponsor believes that the related party transaction has been deliberated and approved at the 14th meeting of the Fourth Board of directors and the 12th meeting of the Fourth Board of supervisors, and the related directors Mr. Xuan Qiwu and Ms. Liu Jian avoided voting. The independent directors of the company expressed independent opinions on relevant matters. The review procedures of this transaction comply with the provisions of the company law, listing rules and other relevant regulations and normative documents, as well as the articles of association and the measures for the administration of connected transactions of the company.
In conclusion, the sponsor has no objection to the joint investment between the company and related parties.
(there is no text on this page, which is the signature and seal page of China International Capital Corporation Limited(601995) verification opinions on Iat Automobile Technology Co.Ltd(300825) joint investment with related parties) sponsor representative:
Shang Linzheng Zhao Yan
China International Capital Corporation Limited(601995) February 18, 2022
