Sinolink Securities Co.Ltd(600109)
About Dongguan Aohai Technology Co.Ltd(002993)
Zhixin Control System Co., Ltd
Verification opinions on related party transactions
Sinolink Securities Co.Ltd(600109) (hereinafter referred to as " Sinolink Securities Co.Ltd(600109) " and "sponsor") is the sponsor of initial public offering and listing of Dongguan Aohai Technology Co.Ltd(002993) (hereinafter referred to as " Dongguan Aohai Technology Co.Ltd(002993) " and "company"), In accordance with the relevant provisions of the measures for the administration of securities issuance and listing recommendation business, the guidelines for self regulatory supervision of listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, and the stock listing rules of Shenzhen Stock Exchange, Carefully checked the matters of Dongguan Aohai Technology Co.Ltd(002993) participating in the capital increase and shareholding company Zhixin Control System Co., Ltd. (hereinafter referred to as "target company" and "Zhixin control") and related party transactions. The specific circumstances are as follows: I. Basic information of this related party transaction
Dongguan Aohai Technology Co.Ltd(002993) the 10th meeting of the second board of directors was held on October 7, 2021, and the proposal on the company's plan to acquire part of the equity and increase capital of Zhixin Control System Co., Ltd. was considered and adopted. On December 15, 2021, the company signed the investment agreement on Zhixin Control System Co., Ltd., obtained 35% equity of Zhixin Control System Co., Ltd., and completed the industrial and commercial change procedures on December 22, 2021.
Zhixin control was publicly listed on the capital increase project of Shanghai United equity exchange at the end of January 2022 (Project No.: g62022sh1000009). The company held the 12th meeting of the second board of directors on February 18, 2022, deliberated and passed the proposal on participating in the capital increase and equity participation company Zhixin Control System Co., Ltd. and related party transactions, and agreed that the company plans to participate in the bidding with its own funds of no more than 200 million yuan. The final price of the bidding will be subject to the bidding results, which are still uncertain.
According to article 6.3.10 (I) of the stock listing rules of Shenzhen Stock Exchange (revised in 2022), "public bidding, public auction or listing for unspecified objects (excluding restricted methods such as bidding invitation), except those that are difficult to form a fair price." The company hereby applies to Shenzhen stock exchange for exemption and submits the above proposal to the general meeting of shareholders for deliberation and approval. Therefore, the matter has been exempted and does not need to be submitted to the general meeting of shareholders for deliberation. This transaction constitutes a related party transaction, but 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.
2、 Basic information of transaction related parties
1. Shenzhen Hangsheng new energy Co., Ltd
Company name: Shenzhen Hangsheng new energy Co., Ltd
Date of establishment: May 10, 2016
Unified social credit Code: 91440300ma5dcc0u1l
Type: limited liability company
Legal representative: Yang Hong
Registered capital: 50 million yuan
Registered address: floor 3, building a, Hangsheng Industrial Park, No. 39, Fuyuan 1st Road, Fuyong street, Bao'an District, Shenzhen business scope: general business items: development and sales of new energy vehicle electronic control system products; Import and export of goods and technology. (except for projects prohibited by laws, administrative regulations and decisions of the State Council, restricted projects can be operated only after obtaining permission)
Shenzhen Hangsheng new energy Co., Ltd. holds 15% equity of Zhixin Control System Co., Ltd.
2. Zhixin Technology Co., Ltd
Enterprise name: Zhixin Technology Co., Ltd
Date of establishment: September 17, 2019
Unified social credit Code: 91420000ma49b0ml47
Type: joint stock limited company (invested by unlisted and foreign-invested enterprises)
Legal representative: Yang Shouwu
Registered capital: 1 billion yuan
Registered address: No. 339, zhuanyang Avenue, Wuhan Economic and Technological Development Zone
Business scope: research, development, production and sales of electric vehicles and electric vehicles; Research and development of clean fuel vehicles and economical and energy-saving vehicles; Vehicle after-sales service and technical consultation; R & D, sales, maintenance and service of automobiles and spare parts; Sales of mechanical and electrical products, hardware and electrical products, steel products and chemical products (excluding hazardous chemicals and chemicals restricted by the state); Application software services, mobile intelligent software, electronic products, computer network technology and computer system integration; Power supply; Charging service; Booking a taxi online; Road general cargo transportation; Ordinary road passenger transport. (if the project involves licensed operation, it can be operated only after obtaining the permission of relevant departments)
Zhixin Technology Co., Ltd. holds 50% equity of Zhixin Control System Co., Ltd.
3、 Basic information of the target company
(I) Zhixin Control System Co., Ltd
Enterprise name: Zhixin Control System Co., Ltd
Date of establishment: September 22, 2017
Unified social credit Code: 91420100ma4kwl7w0n
Type: other limited liability companies
Legal representative: Yang Shouwu
Registered capital: 100 million yuan
Registered address: plant 1, No. 339, zhuanyang Avenue, Wuhan Economic and Technological Development Zone
Business scope: R & D, manufacturing, sales and technical consulting services of automotive control system products; Car Rental; Mechanical equipment leasing; Labor services; Import and export of goods or technologies (excluding those prohibited by the state or involving administrative examination and approval); Quality inspection and technical services. (if the project involves licensed operation, it can be operated only after obtaining the permission of relevant departments)
Zhixin control's main business: R & D, production and sales of new energy vehicle control system products.
The main products of Zhixin control are new energy vehicle vehicle controller (VCU), battery management system (BMS), motor controller (MCU), engine ECU, gateway and other products and technical consulting services.
(II) form of capital increase: cash contribution
(III) equity structure
Before this capital increase, the equity structure of Zhixin control is as follows:
No. shareholder name registered capital (10000 yuan) shareholding ratio (%)
1 Zhixin Technology Co., Ltd. 5000 50
2 Dongguan Aohai Technology Co.Ltd(002993) 3,500 35
3 Shenzhen Hangsheng new energy Co., Ltd. 1500 15
Total 10000 100
(IV) financial data of the target company in the latest year and the latest period
Unit: 10000 yuan
December 31, 2021 December 31, 2020
Total assets 40708.05 29853.02
Net assets 459.53 1818.99
Project: January December 2021 January December 2020
Operating income 28457.39 10524.59
Net profit -1348.83 -5778.36
Note: the above data of 2020 have been audited, but the data of 2021 have not been audited.
4、 Impact on the company
Zhixin Control System Co., Ltd. is a competitive supplier of new energy vehicle control system products. The company's participation in the capital increase project is conducive to the company's expansion of business in the field of new energy vehicles, promoting the company's strategic layout in the field of new energy vehicles, strengthening the company's competitiveness in the field of new energy vehicles, enhancing the company's sustainable development ability, which is in line with the company's development strategy.
5、 Relevant approval procedures and audit opinions
The Dongguan Aohai Technology Co.Ltd(002993) participation in the capital increase and shareholding company Zhixin Control System Co., Ltd. and related party transactions has been deliberated and approved at the 12th meeting of the second board of directors and the 11th meeting of the second board of supervisors, and has been exempted from being submitted to the general meeting of shareholders for deliberation. The independent directors of the company expressed their independent opinions.
6、 Verification opinions of the recommendation institution
After verification, the recommendation institution believes that:
This transaction of the company has been deliberated and approved by the board of directors and the board of supervisors of the company, and the independent directors have expressed their independent opinions with explicit consent. This matter has been exempted and does not need to be submitted to the general meeting of shareholders of the company for deliberation. The company has implemented corresponding decision-making procedures, which comply with relevant laws and regulations.
The recommendation institution has no objection to this transaction.
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(there is no text on this page, which is the signature page of the verification opinions of Sinolink Securities Co.Ltd(600109) on Dongguan Aohai Technology Co.Ltd(002993) participating company Zhixin Control System Co., Ltd. and related party transactions) the sponsor representative:
Yu alkene bond Xing Sichun
Sinolink Securities Co.Ltd(600109) mm / DD / yy
