First Capital Securities Co.Ltd(002797) securities underwriting and recommendation Co., Ltd
About Qingdao Huijintong Power Equipment Co.Ltd(603577)
Sign the roof lease agreement of photovoltaic power generation project
And verification opinions on related party transactions
First Capital Securities Co.Ltd(002797) securities underwriting and recommendation Co., Ltd. (hereinafter referred to as the “recommendation institution”) is the recommendation institution for the non-public offering of shares in 2021 of Qingdao Huijintong Power Equipment Co.Ltd(603577) (hereinafter referred to as the “company”, “listed company” or ” Qingdao Huijintong Power Equipment Co.Ltd(603577) “), In accordance with the relevant provisions of the measures for the administration of securities issuance and listing recommendation business, the measures for the administration of securities issuance of listed companies, the guidelines for continuous supervision of Shanghai Stock Exchange and the stock listing rules of Shanghai Stock Exchange, we have carefully verified the signing of the roof lease agreement and related party transactions of Qingdao Huijintong Power Equipment Co.Ltd(603577) photovoltaic power generation project, and the verification opinions are as follows:
1、 Overview of related party transactions
(I) main contents of related party transactions
In order to make full use of the roof of Qingdao Huijintong Power Equipment Co.Ltd(603577) plant buildings and increase the company’s income, the company plans to sign the roof lease agreement of photovoltaic power generation project with Qingdao Jintong New Energy Technology Co., Ltd. (hereinafter referred to as “Qingdao Jintong”), The company leases the roof of the buildings in the plant area to Qingdao Jintong for the construction of 12 megawatt (MWP) distributed photovoltaic power station project at the price of 10 yuan / m2 per year (including tax). The lease term is 20 years, and the annual rent is about 586500 yuan, accounting for 0.47% of the company’s other business income in 2020. The total rent (20 years) is about 11.7304 million yuan.
(II) relationship
Qingdao Jintong is the holding subsidiary of Hebei Jinxi iron and Steel Group Co., Ltd. (hereinafter referred to as “Jinxi shares”), the controlling shareholder of the company. The association relationship complies with the association relationship specified in Item (II) of paragraph 2 of article 6.3.3 of the stock listing rules of Shanghai Stock Exchange. According to the relevant provisions of the stock listing rules of Shanghai Stock Exchange, This event constitutes a connected transaction. As of the date of this announcement, including the connected transactions considered at the second meeting of the Fourth Board of directors, in the past 12 months, the transactions between the listed company and the same connected person are expected to reach more than 30 million yuan, accounting for more than 5% of the absolute value of the latest audited net assets of the listed company. The effectiveness of this transaction needs to be considered and approved by the general meeting of shareholders of the company, The related person who has an interest in the related party transaction will waive the right to vote on the proposal at the general meeting of shareholders. The above-mentioned connected transactions do not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies.
(III) review procedure
The related party transaction was deliberated and approved at the second meeting of the Fourth Board of directors and the second meeting of the Fourth Board of supervisors on February 21, 2022, and the related directors and related supervisors withdrew from voting; The independent directors have expressed their prior approval opinions and agreed independent opinions; The audit committee of the board of directors has expressed its consent; This related party transaction still needs to be submitted to the general meeting of shareholders for deliberation and approval.
2、 Basic information of related parties
(I) basic information
Name: Qingdao Jintong New Energy Technology Co., Ltd
Unified social credit Code: 91370281ma3whbc43u
Address: Ducun Industrial Park, Jiaoxi sub district office, Jiaozhou, Qingdao, Shandong
Legal representative: Yu Jianshui
Registered capital: 10 million yuan
Enterprise type: other limited liability companies
Date of establishment: March 30, 2021
Business scope: licensed projects: power generation, transmission and power supply business; Power supply business; Installation, repair and test of power facilities. (for projects subject to approval 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: power generation technical services; Wind power technology services; Cecep Solar Energy Co.Ltd(000591) power generation technical services; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Research and development of efficient and energy-saving technology in power industry; Sales of photovoltaic equipment and components; Electrical equipment repair; Manufacturing of photovoltaic equipment and components; General cargo warehousing services (excluding hazardous chemicals and other items requiring approval); Environmental protection monitoring; Environmental protection consulting 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)
Main shareholders of Qingdao Jintong: Hebei newo New Energy Technology Co., Ltd. holds 65%, and Qingdao hongrunxing Agricultural Technology Co., Ltd. holds 35%
Main financial data of Qingdao Jintong (Unaudited): as of December 31, 2021, the total assets were 20.2443 million yuan and the net assets were 20.1008 million yuan. In 2021, the operating revenue was 1.4398 million yuan and the net profit was 10.8 million yuan.
(II) relationship
Hebei newo New Energy Technology Co., Ltd., the controlling shareholder of Qingdao Jintong, is the holding subsidiary of Jinxi Co., Ltd., the controlling shareholder of the company, and the association relationship complies with the association relationship specified in Item (II) of paragraph 2 of article 6.3.3 of the stock listing rules of Shanghai Stock Exchange.
(III) performance capability analysis
Qingdao Jintong, as the controlling shareholder of the company, is a legally existing and normally operating company with good financial and credit conditions and good performance ability.
3、 Main contents of related party transactions
(I) main contents of the contract
Party A: Qingdao Jintong New Energy Technology Co., Ltd
Party B: Qingdao Huijintong Power Equipment Co.Ltd(603577)
1. Lease object: the roof of the building legally owned by Qingdao Jintong leasing company, located in Puji Town, Jiaozhou City, Shandong Province, is used for the construction of photovoltaic power station. All expenses for the construction, installation, operation and approval of the photovoltaic power station shall be borne by Party A. after the construction is completed, the ownership of the photovoltaic power station and the ancillary facilities invested and constructed by Party A shall belong to Party A.
2. Lease term: the lease term of the agreed roof is 20 years. After the expiration, both parties can renew the lease contract. 3. Rent: in view of the actual situation of the project, both parties agree that the actual effective utilization of the roof area after the power station project owned by Party A passes the grid connection acceptance is about 58652 m2, and Party A shall pay Party B the roof rent of about 586520 yuan (including tax) at the price of 10 yuan / m2 per year. That is: the total annual rent = the actual effective use of photovoltaic roof area × 10 yuan;
Before January 15 of each year, Party A shall pay the roof rent of the current year to Party B by online banking transfer or telegraphic transfer. Party B shall, within 5 working days after receiving the payment from Party A, issue an equivalent receipt and a compliant special VAT invoice to Party A.
4. Conditions for effectiveness of the agreement: this Agreement shall come into force after being signed and sealed by the legal representatives or authorized representatives of both parties and approved by the internal decision-making procedures of both parties.
5. Liability for breach of contract: if any loss is caused to the other party due to one party’s breach of contract, the observant party has the right to require the breaching party to compensate for any direct loss caused by its breach of contract.
Such compensation shall not prevent the observant party from exercising other rights, including but not limited to the right to terminate this agreement in accordance with the provisions of this agreement.
6. Dispute resolution and termination of the contract: any dispute between Party A and Party B during the execution of this Agreement shall be settled through friendly negotiation first. If both parties cannot reach an agreement, either party has the right to sue the people’s court where the roof of the agreement is located. If Party B fails to perform relevant obligations according to this agreement, Party A has the right to unilaterally terminate or terminate the agreement.
4、 Pricing policy and basis of this transaction
The related party transactions between the company and Qingdao Jintong are conducted on the principle of voluntariness, equality and mutual benefit. The transaction pricing is determined through negotiation based on the market price, fair and reasonable, and there is no behavior damaging the interests of the company and other shareholders.
5、 Purpose of related party transactions and its impact on Listed Companies
The company leases the roof of the plant buildings to Qingdao Jintong for the construction of 12 megawatt (MWP) distributed photovoltaic power station project, which is conducive to making full use of the roof of the company’s plant buildings and increasing the company’s income; This related party transaction is conducted by both parties in accordance with the open, fair and impartial market-oriented principles. The pricing policy and basis of the transaction comply with the market principles. There is no situation that damages the interests of the company and all shareholders, has no adverse impact on the financial status and operating results of the company, does not affect the independence of the company, and the company will not rely on related parties due to the above related party transactions.
6、 Prior approval opinions and independent opinions of independent directors
The independent directors of the company have approved the matter in advance and expressed independent opinions on the board of directors. The independent directors believe that: the affiliated directors have avoided the voting of this proposal, and the deliberation procedure of this proposal is legal and effective; This related party transaction is conducive to improving the utilization rate of the roof of the company’s buildings and increasing the company’s income; The pricing policy and basis of the transaction follow the market-oriented principles of openness, fairness and impartiality, there is no situation that damages the interests of the company and all shareholders, and there is no significant impact on the independence of the company due to the above related party transactions.
7、 Opinions of the audit committee of the board of directors
According to the provisions of the Listing Rules of Shanghai Stock Exchange, Qingdao Jintong is a related party of the company, and this transaction constitutes a related party transaction. The related party transaction follows the market-oriented principles of openness, fairness and impartiality. The company will not rely on related parties because of the above related party transactions, and there is no situation that damages the interests of the company and other shareholders, especially small and medium-sized shareholders. It is agreed to submit the proposal to the board of directors for deliberation and ask the related directors to avoid voting. This transaction is subject to the approval of the general meeting of shareholders, and the related persons interested in the related transaction will waive the right to vote on the proposal at the general meeting of shareholders.
8、 Opinions of the board of directors
On February 21, 2022, the second meeting of the Fourth Board of directors of the company deliberated and adopted the proposal on signing the roof lease agreement of photovoltaic power generation project and related party transactions with 5 affirmative votes, 0 negative votes and 0 abstention votes, It is agreed that the company will lease the roof of the buildings in the plant area to Qingdao Jintong for the construction of 12 megawatt (MWP) distributed photovoltaic power station project at the price of 10 yuan per square meter per year (including tax). The lease term is 20 years, the annual rent is about 586500 yuan, and the total rent (20 years) is about 11.7304 million yuan. Affiliated directors Li Mingdong, Li Jinglin, Wang Zhigang and Dong Ping abstained from voting. The proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation, and the affiliated shareholders will abstain from voting on the proposal at the general meeting of shareholders.
9、 Opinions of the board of supervisors
On February 21, 2022, the second meeting of the Fourth Board of supervisors deliberated and adopted the proposal on signing the roof lease agreement of photovoltaic power generation project and related party transactions with 2 affirmative votes, 0 negative votes and 0 abstention. He Shuyong, a related supervisor, avoided voting.
The board of supervisors of the company believes that the related party transaction is conducive to the company to improve the utilization efficiency of the roof of buildings in the plant area and increase the economic benefits of the company; The pricing policies and settlement methods of the related party transactions of both parties follow the market-oriented principles of openness, fairness and impartiality. There is no situation that damages the interests of the company and other shareholders, especially small and medium-sized shareholders. The company will not rely on related parties because of the above related party transactions.
10、 Verification opinions of the recommendation institution
After verification, the sponsor believes that the related party transaction has been deliberated and approved at the second meeting of the Fourth Board of directors and the second meeting of the Fourth Board of supervisors, the related directors and related supervisors have avoided voting, the independent directors have expressed their prior approval opinions and agreed independent opinions, and the audit Committee of the board of directors has expressed their consent opinions, This related party transaction still needs to be submitted to the general meeting of shareholders for deliberation and approval. Up to now, the decision-making procedures of the above related party transactions comply with the provisions of relevant laws, regulations and the articles of association.
This related party transaction of the company is conducive to make full use of the roof of the company’s factory buildings, increase the company’s income, do not damage the interests of the listed company and non related shareholders, will not affect the independence of the listed company, and the listed company will not rely on related parties due to such transactions. In conclusion, the recommendation institution has no objection to this related party transaction.
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