China Greatwall Securities Co.Ltd(002939)
About Shenzhen Minde Electronics Technology Ltd(300656)
Capital increase to Zhejiang Guangxin Microelectronics Co., Ltd
Verification opinions on related party transactions
China Greatwall Securities Co.Ltd(002939) (hereinafter referred to as ” China Greatwall Securities Co.Ltd(002939) ” and “sponsor”) as the sponsor of Shenzhen Minde Electronics Technology Ltd(300656) (hereinafter referred to as ” Shenzhen Minde Electronics Technology Ltd(300656) ” and “company”) issuing shares to specific objects in 2021, according to the administrative measures for securities issuance and listing sponsor business and the Listing Rules of Shenzhen Stock Exchange gem shares The guidelines on self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, and the guidelines on self discipline supervision of listed companies of Shenzhen Stock Exchange No. 13 – recommendation business have carefully verified the capital increase and related party transactions of Shenzhen Minde Electronics Technology Ltd(300656) to Zhejiang Guangxin Microelectronics Co., Ltd, The specific verification conditions and verification opinions are as follows:
1、 Overview of related party transactions
1. Basic information of this connected transaction
The tenth meeting of the third board of directors and the ninth meeting of the third board of supervisors of the company considered and approved the proposal on capital increase and related party transactions to Zhejiang Guangxin Microelectronics Co., Ltd. the company plans to increase the capital of Zhejiang Guangxin Microelectronics Co., Ltd. (hereinafter referred to as “Guangxin microelectronics” and “target company”) with its own capital of 150 million yuan. Shenzhen Minde Electronics Technology Ltd(300656) currently holds 21.4286% of the equity of Guangxin microelectronics. The capital increase is 150 million yuan, of which 13.636354 million yuan is included in the paid in capital of the target company, and the remaining 136.363646 million yuan is included in the capital reserve of the target company. After the capital increase is completed, Shenzhen Minde Electronics Technology Ltd(300656) will hold 48.8372% of the equity of Guangxin microelectronics. 2. Xie Gang, other shareholder of Guangxin microelectronics, gave up the preemptive right for this capital increase.
3. According to the accounting standards for Business Enterprises No. 36 – disclosure of related parties, Guangxin microelectronics is an associated enterprise of the company, and this transaction is a related party transaction.
4. This related party transaction does not constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies, and does not need to be approved by relevant departments. This transaction needs to be submitted to the general meeting of shareholders for deliberation, and the related parties interested in the related party transaction will avoid voting.
2、 Basic information of related parties (target company)
1. Overview of related parties (target company)
The main business of Guangxin microelectronics is the foundry business of high-end characteristic process semiconductor wafers. In phase I, it is planned to build a foundry production line with an annual output of 1.2 million pieces of 6-inch high-end characteristic silicon-based wafers to meet the growing demand for products in power electronics technology for miniaturized and high-speed power modules, At the same time, the development of high-energy and high-speed devices suitable for high-capacity power supply and intelligent power module is carried out.
As more and more semiconductor foundry companies are entrusted to produce wafers, there is a broad prospect of the wafer industry.
The basic information of wide core microelectronics is as follows:
Project content
Zhejiang Guangxin Microelectronics Co., Ltd
Enterprise type limited liability company
Unified social credit code 91331100ma7ar3lt51
Registered address: floor 11-239, building 15, International Auto City, 309 Lvgu Avenue, nanmingshan street, Liandu District, Lishui City, Zhejiang Province
Legal representative: Xie Gang
The registered capital is 25.4555 million yuan
Paid in capital: 5.4555 million yuan
Date of establishment: October 9, 2021
Business term: October 9, 2021 to long term
General projects: research and development of electronic special materials; Manufacturing of special electronic materials; Sales of electronic special materials; Technical services, technical development, technical consultation, technical exchange, technology transfer, technical business scope and technical promotion (except for projects subject to approval according to law, business activities shall be carried out independently according to law with business license). Licensed items: technology import and export; Import and export of goods (for items that must be approved according to law, business activities can be carried out only after being approved by relevant departments, and the specific business items shall be subject to the approval results).
2. Equity structure of related parties (target company)
Before this transaction, the equity structure of Guangxin microelectronics was as follows:
No. shareholder name registered capital (RMB 10000) shareholding ratio
1 Xie Gang 2000.0000 78.5714%
2 Shenzhen Minde Electronics Technology Ltd(300656) 545.4555 21.4286%
Total 2545.4555 100.00%
After this transaction, the equity structure of Guangxin microelectronics is as follows:
No. name of shareholder (name) registered capital (10000 yuan) shareholding ratio
1 Xie Gang 2000.0000 51.1628%
2 Shenzhen Minde Electronics Technology Ltd(300656) 1,909.0909 48.8372%
Total 3909.0909 100.00%
3. Financial status of related parties (target company)
Guangxin microelectronics, a related party company, is still in the project construction stage and has not been put into operation, so it has not yet formed sales revenue. The main financial data of Guangxin microelectronics in 2021 are as follows:
Unit: RMB
Project year 2021 (approved)
Operating income-
Operating profit -436465.46
Total profit -436465.46
Net profit -436465.46
December 31, 2021 (approved)
Total assets 19879735.55
Total liabilities 316201.01
Net assets 19563534.54
Note: the financial data of Guangxin microelectronics in 2021 was audited by Lixin Accounting firm (special general partnership) and issued the audit report (xksbz [2022] No. za50104).
4. Ownership description of related parties (target company)
There is no mortgage, pledge or other third-party rights in the equity of Guangxin microelectronics, no major disputes, litigation or arbitration involving relevant assets, and no judicial measures such as sealing up and freezing have been taken. There are no provisions restricting shareholders’ rights other than laws and regulations in the articles of association or other documents. Guangxin microelectronics is not a dishonest person.
3、 Previous transactions
On October 16, 2021, the company held the seventh meeting of the third board of directors, deliberated and approved the proposal on increasing capital and equity participation in Zhejiang Guangxin Microelectronics Co., Ltd. and foreign investment, and increased capital to Guangxin Microelectronics by 60 million yuan at the valuation of 220 million yuan before investment. After the capital increase, the company held 21.4286% equity of Guangxin microelectronics. The equity transfer of Guangxin microelectronics has been completed, and the industrial and commercial registration of equity change has been completed in the local industrial and commercial department. At the same time, the company has also paid the capital increase in accordance with relevant agreements. See the company for details
The announcement on capital increase and shareholding in Zhejiang Guangxin Microelectronics Co., Ltd. and foreign investment (Announcement No.: 2021-093) disclosed on cninfo.com on October 16, 2021, And the announcement on the project progress of capital increase and equity participation in Zhejiang Guangxin Microelectronics Co., Ltd., completion of industrial and commercial change registration and payment of capital increase (Announcement No.: 2022-008) on January 12, 2022.
4、 Pricing basis of related party transactions
Comprehensively considering the value of technology, market, team, implementation experience and resources currently owned by the target company, and referring to the valuation of the target company for the previous capital increase of the company, as well as the market valuation of wafer foundry enterprises and other factors, based on the principles of fairness, fairness, equality and mutual benefit, It is determined that the pre investment valuation of the target company is RMB 280 million (among which Xie Gang promised to complete the paid in registered capital of RMB 20 million on December 31, 2030).
5、 Main contents of capital increase agreement
Party A: Shenzhen Minde Electronics Technology Ltd(300656)
Unified social credit Code: 91440300758620182w
Party B: Xie Gang
ID number: 3307191983******1X
Party C: Zhejiang Guangxin Microelectronics Co., Ltd
Unified social credit Code: 91331100ma7ar3lt51
1. Capital increase amount
All parties agreed through consultation that based on the pre investment valuation of the target company of 280 million yuan, Party A will increase the capital of the target company with 150 million yuan, and hold 48.8372% equity of the target company after the capital increase. The target company plans to increase the registered capital by 13.636354 million yuan. Of the 150 million yuan increased by Party A, 13.636354 million yuan is included in the paid in capital of the target company, and the remaining 136.363646 million yuan is included in the capital reserve of the target company.
2. Payment of capital increase
2.1 before Party A pays the capital increase, Party B shall ensure to complete the following matters:
(1) The resolution on the capital increase of the target company has been approved by the corresponding authority of the target company and has come into force. Party B waives the preemptive right to the capital increase;
(2) This agreement has been validly and properly signed by the relevant parties;
(3) The target company has opened a special bank account required for this capital increase in a commercial bank recognized by all parties;
(4) From the signing date of this agreement to the date when Party A pays the capital increase, there is no event that has a significant adverse impact on the financial status, operating results, assets, business and other major adverse effects of the target company;
(5) Party B shall perform and abide by all obligations and commitments under this agreement in all major aspects, and all information and materials provided to Party A are true, complete, legal and effective. 2.2 payment method
On the premise of meeting the above payment conditions, Party A will complete the investment payment in installments before December 31, 2022. The installment payment of the above capital increase will ensure the project construction progress and normal operating capital needs of the target company. The specific payment arrangement shall be determined by Party A and the target company through negotiation.
Capital increase supervision
In view of the time required for the construction of the internal governance and internal control system in the initial stage of the establishment of the target company, in order to ensure the compliance and rationality of the use of the capital increase of RMB 150 million in this transaction, all parties agree that Party A will pay the capital increase of RMB 150 million in installments to the special bank account jointly designated by all parties, and Party A will appoint a special person to supervise the use of the funds in this account, Until the capital increase of 150 million yuan is fully paid.
3. Guarantee and commitment
3.1 each party to the agreement undertakes that each party has the right and capacity to enter into and perform this agreement, or has obtained all necessary authorizations, and guarantees that this agreement can be legally binding on each party. 3.2 the capital increase shall be used for the project construction, production and operation of the target company and supplement the working capital of the target company, and shall not be used for other purposes.
3.3 Party B promises that it will be on December 31, 2030
