China Securities Co.Ltd(601066)
About Beijing Tianyishangjia New Material Corp.Ltd(688033)
Verification opinions on the acquisition of Tianli Xintao equity and related party transactions
China Securities Co.Ltd(601066) (hereinafter referred to as ” China Securities Co.Ltd(601066) ” securities “and” sponsor “) as the sponsor of the initial public offering of Beijing Tianyishangjia New Material Corp.Ltd(688033) (hereinafter referred to as” Beijing Tianyishangjia New Material Corp.Ltd(688033) “and” company “), in accordance with the relevant provisions of the Listing Rules of shares on the science and Innovation Board of Shanghai Stock Exchange, the guidelines for self discipline supervision of companies listed on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation, With regard to the Prudential verification of Beijing Tianyishangjia New Material Corp.Ltd(688033) proposed acquisition of Tianli Xintao equity and related party transactions, the verification opinions are as follows: 1. Overview of this related party transaction
In order to meet the requirements of the company’s strategic development plan, further clarify the main business contents of each subsidiary, and better meet the requirements of the supervision of the raised funds of the “carbon material product production line automation and equipment upgrading project” of Tianli Xintao, The company plans to purchase 10% (and 6 million yuan of the subscribed capital contribution, which has been paid in) of Tianli Xintao held by Mr. Zhou Shaojian, a minority shareholder of Tianli Xintao, at the price of 6 million yuan. After the equity transfer, Beijing Tianyishangjia New Material Corp.Ltd(688033) will hold 100% equity of Tianli Xintao.
As the counterparty Mr. Zhou Shaojian is the deputy general manager of the company and an associated natural person of the company, the acquisition of Tianli Xintao’s equity constitutes a connected transaction, but does not constitute a major asset reorganization as stipulated in the measures for major asset reorganization of listed companies.
As of this connected transaction, in the past 12 months, the connected transactions between the company and Mr. Zhou Shaojian and the connected transactions related to the subject categories of transactions between different connected persons have not reached more than 30 million yuan, and have not reached more than 1% of the latest audited total assets or market value of the listed company. The above connected transactions are within the approval authority of the board of directors of the company and do not need to be submitted to the general meeting of shareholders of the company for deliberation.
2、 Basic information of related parties
(I) description of association relationship
Mr. Zhou Shaojian, the counterparty of this transaction, is the deputy general manager of the company and belongs to the directors, supervisors or senior managers of the company. He meets the conditions of related persons of listed companies specified in Chapter 15 “interpretation” of the Listing Rules of science and Innovation Board of Shanghai Stock Exchange.
The basic information of Mr. Zhou Shaojian, the natural person of the company’s counterparty, is as follows:
Name: Zhou Shaojian
Gender: Male
Nationality: Chinese
Work units and positions in recent three years: general manager and deputy general manager of Guangzhou Tansuo Technology Co., Ltd. As of the disclosure date of the announcement, Mr. Zhou Shaojian is not a dishonest executee. Except for working in the company and its subsidiaries, he has no relationship with Beijing Tianyishangjia New Material Corp.Ltd(688033) in terms of property rights, business, assets, creditor’s rights and debts, and has no relationship with the company, the controlling shareholders and actual controllers of the company, other shareholders holding more than 5% of the company’s shares, other directors of the company Supervisors and senior managers are not related.
3、 Basic information of related party transactions
(I) name and category of trading object
The subject matter of this connected transaction is Tianli Xintao, and the transaction type belongs to the “purchase of assets” stipulated in the Listing Rules of Shanghai Stock Exchange science and Innovation Board (revised in December 2020).
(II) basic information of the transaction object
Company name: Jiangyou Tianli Xintao carbon material technology Co., Ltd
Company type: limited liability company (invested or controlled by natural person)
Registered capital: 60 million yuan
Business scope: licensed 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 after being approved by relevant departments, and the specific business projects shall be subject to the approval documents or licenses of relevant departments) general projects: research and development of new material technology; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Sales of metal matrix composites and ceramic matrix composites; Manufacturing of railway rolling stock accessories; Sales of railway rolling stock accessories; Manufacturing of high-speed railway equipment and accessories; Sales of high-speed railway equipment and accessories; Conference and exhibition services; Manufacturing of special ceramic products; Manufacturing of forgings and powder metallurgy products; Manufacturing of photovoltaic equipment and components; Sales of photovoltaic equipment and components; Manufacturing of high performance fiber and composite materials; Sales of high-performance fiber and composite materials (except for projects that must be approved according to law, business activities shall be carried out independently according to law with business license).
Date of establishment: June 22, 2016
Registered address: No. 23, Chuangyuan Road, East District, Jiangyou hi tech Industrial Park, Sichuan Province
Equity structure before the completion of this equity transfer:
No. shareholder name subscribed capital contribution (10000 yuan) shareholding ratio
1 Beijing Tianyishangjia New Material Corp.Ltd(688033) 5,400 90%
2 Zhou Shaojian 600 10%
Total 6000 100%
Main financial data:
As of September 30, 2021, the total assets of Tianli Xintao were 123.1986 million yuan, the total liabilities were 70.9888 million yuan, and the net assets were 52.2097 million yuan; From January to September 2021, the operating income of Tianli Xintao was 260100 yuan, the net profit was -1790300 yuan, and the net profit after deducting non recurring profits and losses was -1790500 yuan. The above data have been audited by Zhongshen Zhonghuan Certified Public Accountants (special general partnership) with securities and futures business qualification.
The property right of the subject matter of this transaction is clear, and there is no mortgage, pledge or any other restriction on transfer; The subject property right does not involve litigation, arbitration or judicial measures such as seizure and freezing, nor does it have other circumstances that hinder the transfer of ownership.
4、 Pricing and rationality analysis of related party transactions
In order to meet the requirements of the company’s strategic development plan, further clarify the main business contents of each subsidiary, and better meet the requirements of the supervision of the raised funds of the “carbon material product production line automation and equipment upgrading project” of Tianli Xintao, the subsidiary, through negotiation, The company will transfer the 10% equity of Tianli Xintao held by Mr. Zhou Shaojian at a zero premium of 6 million yuan (corresponding to the subscribed capital of 6 million yuan and the paid in capital has been completed). This connected transaction is a fair price transaction, which follows the principles of voluntariness, fairness and rationality. The transaction price does not harm the interests of listed companies and shareholders.
5、 Main contents of related party transaction agreement
(I) agreement subject:
Party A (transferee): Beijing Tianyishangjia New Material Corp.Ltd(688033)
Party B (transferor): Zhou Shaojian
(II) main contents of the agreement:
Party B transfers 10% of the equity of the target company (corresponding to the subscribed capital of 6 million yuan and the paid in capital) to Party A.
Both parties confirm that the equity transfer price corresponding to the equity transfer under this agreement is 6 million yuan (including tax);
From the date of signing this agreement, Party B will no longer enjoy the rights and obligations of the investor for the transferred capital contribution, and Party A will enjoy the rights and obligations of the investor for the target company with its capital contribution; Both parties confirm that the individual income tax arising from the equity transfer under this Agreement shall be borne by Party B and withheld by Party A, and Party A shall pay the remaining equity transfer price to Party B in one time;
Within 30 days from the effective date of this agreement, Party B shall cooperate with the target company and Party A to complete the industrial and commercial change registration of equity transfer.
6、 Necessity of related party transactions and its impact on Listed Companies
After the completion of this transaction, the company will hold 100% equity of Tianli Xintao, which is conducive to strengthening the management of Tianli Xintao, meeting the requirements of the company’s strategic development plan, further clarifying the main business contents of each subsidiary, and better meeting the requirements of fund-raising supervision of the “carbon material product line automation and equipment upgrading project” of Tianli Xintao. At the same time, through the complete consolidation of Tianli Xintao, the company can further improve the efficiency of operation and decision-making management, realize the effective allocation of overall resources and promote the long-term and stable development of the company. This transaction will not lead to changes in the scope of the company’s merger, no damage to the interests of the company and shareholders, and no adverse impact on the company’s financial status and operating results. The equity acquisition is funded by the company’s own funds, which will not affect the company’s normal production and operation activities, and will not have a significant adverse impact on the company’s cash flow and operating performance.
7、 Relevant review procedures
The company held the 39th meeting of the second board of directors on February 18, 2022, deliberated and approved the proposal on the acquisition of minority shareholders’ equity and related party transactions of Tianli Xintao, and agreed that the company would acquire 10% equity held by Mr. Zhou Shaojian, a minority shareholder of Tianli Xintao, a subsidiary, at a price of 6 million yuan. The independent directors of the company have expressed their independent opinions on this matter, which need not be submitted to the general meeting of shareholders for deliberation.
8、 Opinions of independent directors
The independent directors of the company believe that the voting procedure for the related party transaction of the company’s acquisition of the minority equity of Tianli Xintao, a subsidiary of the company, is legal, follows the principles of fair, open and fair marketization, and does not affect the company’s sustainable operation ability, financial status and operating results, which is in line with the company’s long-term development strategy and conducive to expanding the company’s main business and improving profitability; It is in line with the interests of the company and all shareholders, and there is no situation that damages the interests of the company and its shareholders, especially the minority shareholders.
Therefore, the independent directors of the company unanimously agreed to the acquisition of minority shareholders of Tianli Xintao. 9、 Verification opinions of the recommendation institution
According to China Securities Co.Ltd(601066) securities, the acquisition of Tianli Xintao’s equity and related party transactions by the company has been deliberated and approved at the 39th meeting of the second board of directors, and the independent directors of the company have expressed their independent opinions on the above related party transactions. The voting procedures of this related party transaction are in compliance, and the pricing follows the principles of voluntariness, fairness and rationality, which is in line with the interests of the company and all shareholders. No damage to the interests of minority shareholders is found. The sponsor has no objection to the company’s acquisition of Tianli Xintao equity and related party transactions.
(there is no text on this page, which is the signature page of China Securities Co.Ltd(601066) verification opinions on Beijing Tianyishangjia New Material Corp.Ltd(688033) acquisition of Tianli Xintao equity and related party transactions)
Sponsor representative:
Lin Yusong, Zhao Qi
China Securities Co.Ltd(601066) mm / DD / yy
