Securities code: 300395 securities abbreviation: Hubei Feilihua Quartz Glass Co.Ltd(300395) Announcement No.: 2022-08
Hubei Feilihua Quartz Glass Co.Ltd(300395)
Announcement on abandoning the preemptive right to subscribe for capital increase and related party transactions of subsidiaries
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Important content tips: Hubei Feilihua Quartz Glass Co.Ltd(300395) (hereinafter referred to as "the company") holding subsidiary Shanghai Hubei Feilihua Quartz Glass Co.Ltd(300395) Shichuang Technology Co., Ltd. (hereinafter referred to as "the subsidiary" or "Shanghai Shichuang") plans to increase capital and shares due to the needs of business development, and introduce strategic investors with Industrial Synergy for the company's business development. The registered capital of the subsidiary is proposed to increase from RMB 2387062300 to RMB 30501923, and the raised capital is RMB 250000000. The company waives the preemptive right of this capital increase. After this capital increase, the shareholding ratio of the company will be reduced from 73.0757% to 57.1889%. This capital increase will not lead to the change of the scope of the company's consolidated statements. The shareholders of Shanghai Shichuang Jingzhou Linrui enterprise management consulting partnership (limited partnership), Shanghai feichuang enterprise management consulting partnership (limited partnership), Deng Jiagui, Wu Xuemin and Wu Jian are the related parties of the company. The company and the relevant related parties unanimously agree on the capital increase and jointly waive the preemptive right of the capital increase. This transaction constitutes a connected transaction. Except for this transaction, the company has no related party transactions with related parties in the past 12 months. This capital increase and related party transactions need to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation. This transaction does not constitute a major asset reorganization specified in the administrative measures for major asset reorganization of listed companies.
1、 Overview of related party transactions
Due to the needs of operation and development, Shanghai Hubei Feilihua Quartz Glass Co.Ltd(300395) Shichuang Technology Co., Ltd., a holding subsidiary of Hubei Feilihua Quartz Glass Co.Ltd(300395) , plans to introduce strategic investors with Industrial Synergy for the company's business development by increasing capital and shares. The registered capital of the subsidiary is planned to increase from RMB 23870623 to RMB 30501923, and the raised capital is RMB 250 million, The raised funds are mainly used for the investment and construction of the subsidiary Jingzhou semiconductor high purity quartz products processing project. The company gave up the preemptive right of this capital increase. After this capital increase, the shareholding ratio of the company decreased from 73.0757% to 57.1889%. Shanghai Shichuang is still a holding subsidiary within the scope of the company's consolidated statements.
Shanghai Shichuang plans to introduce Beijing integrated circuit equipment industry investment M & A fund (limited partnership), Tianjin Xianzhi chain investment center (limited partnership), Xiamen TCL Technology Industry Investment Co., Ltd., Suzhou core kinetic energy technology venture capital partnership (limited partnership), Gongqingcheng Weishi Hongye equity investment partnership (limited partnership) There are 8 new shareholders in Wuxi Xinchuang Zhixiang equity investment partnership (limited partnership), Ruilian Xinshan (Hainan) Management Consulting Co., Ltd. and Wuhan yunzhige Information Technology Co., Ltd. With reference to the appraisal results issued by the appraisal institution and through friendly negotiation, it is agreed that the capital increase party subscribes the increased registered capital of Shanghai stone innovation at the capital increase price of 37.70 yuan / share, and the part exceeding the registered capital is included in the capital reserve.
In this transaction, Jingzhou Linrui enterprise management consulting partnership (limited partnership), Shanghai feichuang enterprise management consulting partnership (limited partnership), Deng Jiagui, Wu Xuemin and Wu Jian, the shareholders of Shanghai Shichuang, are the related parties of the company. The company and relevant related parties unanimously agree on this capital increase and jointly waive the preemptive right of this capital increase. This transaction constitutes a connected transaction.
The company held the 16th meeting of the 5th board of directors on February 23, 2022, deliberated and adopted the proposal on giving up the priority of capital increase of subsidiaries and related party transactions, and the related directors Wu Xuemin, Shang Chunli, Zheng Wei, Wu Jian and Lu Xiaohui avoided voting. The independent directors have expressed their prior approval opinions and independent opinions on this capital increase and related party transactions. In accordance with the Shenzhen Stock Exchange gem stock listing rules, Shenzhen Stock Exchange listed companies self regulatory guidelines No. 2 - standardized operation of GEM listed companies and other provisions, This capital increase and related party transactions need to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation and approval.
According to the relevant provisions of the Shenzhen Stock Exchange GEM Listing Rules and the articles of association, this transaction does not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies.
2、 Introduction to related parties of transaction
(I) Jingzhou Linrui enterprise management consulting partnership (limited partnership)
1. Basic information
Enterprise name: Jingzhou Linrui enterprise management consulting partnership (limited partnership)
Executive partner: Shang Chunli
Unified social credit Code: 91421000ma49n38n5r
Enterprise type: limited partnership
Date of establishment: January 4, 2021
Registered capital: 27.825 million yuan
Registered address: within Hubei Feilihua Quartz Glass Co.Ltd(300395) No. 68, Dongfang Avenue, Jingzhou Development Zone (self declaration)
Business scope: general items: enterprise management consulting; Enterprise management (except for projects subject to approval according to law, carry out business activities independently according to law with business license)
2. Partner structure
Serial number name partner nature contribution amount (10000 yuan) contribution proportion (%)
1 Shang Chunli general partner 795.00 28.57
2 Zheng Wei limited partner 397.50 14.29
3 Lu Xiaohui limited partner 397.50 14.29
4 Li Zairong limited partner 397.50 14.29
5 Xu Yan limited partner 397.50 14.29
6 Wei Xuebing limited partner 397.50 14.29
Total 2782.50 100.00
3. Affiliation: Shang Chunli, the general partner of Jingzhou Linrui enterprise management consulting partnership (limited partnership), is the vice chairman and general manager of the company; Zheng Wei, the limited partner, is the director and Secretary of the board of directors of the company; Lu Xiaohui, a limited partner, is a director of the company; Li Zairong, a limited partner, is the chairman of the board of supervisors of the company; Wei Xuebing, the partner, is the chief financial officer of the company; Xu Yan, the limited partner, is the deputy general manager of the company.
4. Upon inquiry, China executive information disclosure network（ http://zxgk.court.gov.cn./ ）, Jingzhou Linrui enterprise management consulting partnership (limited partnership) is not a dishonest executee.
(II) Shanghai feichuang enterprise management consulting partnership (limited partnership)
1. Basic information
Company name: Shanghai feichuang enterprise management consulting partnership (limited partnership)
Executive partner: Zhao Haiyan
Unified social credit Code: 91310114ma1gxlfu12
Enterprise type: limited partnership
Date of establishment: January 8, 2021
Registered capital: 24.02225 million yuan
Registered address: Room 201, building 14, No. 655, Fengzhou Road, Jiading District, Shanghai j7308
Business scope: general items: enterprise management consulting; business management; Information consulting services (excluding licensed information consulting services) (except for projects subject to approval according to law, business activities shall be carried out independently according to law with business license).
2. Partner structure
Serial number name partner nature contribution amount (10000 yuan) contribution proportion (%)
1 Wu Jian limited partner 410.75 17.11
2 Ji Dawei limited partner 26.50 1.10
3. Other 6 partners 1964.975 81.79
Total 2402.225 100.00
3. Affiliation: Wu Jian, the limited partner of Shanghai feichuang enterprise management consulting partnership (limited partnership), is the director and deputy general manager of the company; Ji Dawei, the limited partner, is the supervisor of the company.
4. Upon inquiry, China executive information disclosure network（ http://zxgk.court.gov.cn./ ）, Shanghai feichuang enterprise management consulting partnership (limited partnership) is not a dishonest executee.
(III) Wu Jian, China's natural person, the ID number is 310222************, the address is Shanghai * * * *, Jiading District has no permanent residency, serves as the company director, deputy general manager, Shanghai Shi Chuang chairman. Upon inquiry, China executive information disclosure network（ http://zxgk.court.gov.cn./ ）, Mr. Wu Jian is not a person subject to execution for breach of faith.
(IV) Deng Jiagui, China's natural person, the ID number is 420400************, the address is Jingzhou City, Hubei province * * * *, no permanent resident right, is one of the actual controllers of the company. Upon inquiry, China executive information disclosure network（ http://zxgk.court.gov.cn./ ）, Mr. Deng Jiagui is not a person subject to execution for breach of faith.
(V) Wu Xuemin, China's natural person, the ID number is 420400************, and the address is Jingjing China execution information network (Hubei). http://zxgk.court.gov.cn./ ）, Mr. Wu Xuemin is not a person subject to execution for breach of faith. 3、 Basic information of other counterparties
(I) Beijing integrated circuit equipment industry investment M & A fund (limited partnership)
Enterprise name: Beijing integrated circuit equipment industry investment M & A fund (limited partnership)
Unified social credit Code: 91110302ma01wr057q
Executive partner: Beijing Novartis Capital Investment Management Co., Ltd
Enterprise type: limited partnership
Date of establishment: October 27, 2020
Registered capital: 1730 million yuan
Registered address: room 326, unit 2, floor 3, building 1, No. 3, rongjingdong street, Beijing Economic and Technological Development Zone, Beijing
Business scope: investment in non securities business; Equity investment; Investment management and consulting. ("1. Without the approval of relevant departments, it is not allowed to raise funds in public; 2. It is not allowed to carry out securities products and financial derivatives trading activities in public; 3. It is not allowed to issue loans; 4. It is not allowed to provide guarantees to other enterprises other than the invested enterprises; 5. It is not allowed to promise investors that the investment principal will not be lost or the minimum income will be promised" ； Market entities independently choose business projects and carry out business activities according to law; The next contribution will be made on October 20, 2027; For projects subject to approval according to law, business activities shall be carried out according to the approved contents after being approved by relevant departments; It is not allowed to engage in the business activities of projects prohibited and restricted by the industrial policies of the state and this Municipality.)
Upon inquiry, China executive information disclosure network（ http://zxgk.court.gov.cn./ ）, Beijing integrated circuit equipment industry investment M & A fund (limited partnership) is not a dishonest executee.
(II) Tianjin Xianzhi chain investment center (limited partnership)
Company name: Tianjin Xianzhi chain investment center (limited partnership)
Unified social credit Code: 91120118ma06ym0t5p
Executive partner: Tianjin Xianzhi chain investment management center (limited partnership)
Enterprise type: limited partnership
Date of establishment: March 26, 2020
Registered capital: RMB 1142 million
Registered address: room 312, No. 1, Second Street, airport international logistics zone, Tianjin pilot free trade zone (Airport Economic Zone) (Tianjin xinzhishang business secretary Co., Ltd. trusteeship No. 755)
Business scope: general items: engaging in investment activities with its own funds; Engage in equity investment, investment management, asset management and other activities with private funds (business activities can only be carried out after completing the filing and registration with China Securities Investment Fund Industry Association) (except for the projects that need to be approved according to law, business activities can be carried out independently according to law with the business license)
Upon inquiry, China executive information disclosure network（ http://zxgk.court.gov.cn./ ）, Tianjin Xianzhi chain investment center (limited partnership) is not a dishonest executee.
(III) Xiamen Tcl Technology Group Corporation(000100) Industrial Investment Co., Ltd
Company name: Xiamen Tcl Technology Group Corporation(000100) Industrial Investment Co., Ltd
Unified social credit Code: 91350200ma8udk9cx8
Legal representative: Liao Qian
Enterprise type: limited liability company
Date of establishment: December 15, 2021
Registered capital: 1 billion yuan
Registered address: unit 431, floor 4, building C, Xiamen international shipping center, No. 93, Xiangyu Road, Xiamen area, China (Fujian) pilot Free Trade Zone
Business scope: general items: engaging in investment activities with its own funds. (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)
Upon inquiry, China executive information disclosure network（ http://zxgk.court.gov.cn./ ）, Xiamen Tcl Technology Group Corporation(000100) Industrial Investment Co., Ltd. is not a dishonest executee.
