Company code: 603577 company abbreviation: Qingdao Huijintong Power Equipment Co.Ltd(603577) Qingdao Huijintong Power Equipment Co.Ltd(603577)
The second extraordinary general meeting of shareholders in 2022
Meeting materials
March, 2002
Jiaozhou, China
catalogue
Notes to the second extraordinary general meeting of shareholders in 2022 Agenda of the second extraordinary general meeting of shareholders in 2012 3 proposal on the cash acquisition of 80% equity and related party transactions of Chongqing Jiangdian Power Equipment Co., Ltd. by a wholly-owned subsidiary 5 proposal on signing the roof lease agreement of photovoltaic power generation project and related party transactions twenty-six
Qingdao Huijintong Power Equipment Co.Ltd(603577)
Notes to the second extraordinary general meeting of shareholders in 2022
Dear shareholders and their agents
In order to safeguard the legitimate rights and interests of shareholders, ensure that shareholders and their agents exercise their rights according to law during the second extraordinary general meeting of shareholders in Qingdao Huijintong Power Equipment Co.Ltd(603577) (hereinafter referred to as "the company") in 2022, and ensure the normal order and efficiency of the general meeting of shareholders, the following provisions are formulated in accordance with the relevant provisions of the rules of the general meeting of shareholders of listed companies of China Securities Regulatory Commission:
1、 Shareholders participating in the on-site meeting shall show their securities account card, ID card or certificate of legal entity or other valid certificates or certificates that can indicate their identity, power of attorney and other certificates as required. They can attend the meeting only after receiving the information of the general meeting of shareholders after passing the verification.
2、 Shareholders are requested to enter the venue on time and take their seats as arranged by the staff.
3、 After the formal commencement of the general meeting, the number of late shareholders and the amount of equity shall not be recorded in the number of votes.
4、 Participants should keep the venue in normal order. Don't make any noise during the meeting. Please turn off your mobile phone or turn it to silent state. Personal photos, recordings and videos are not allowed.
5、 Shareholders and shareholders' agents attending the on-site meeting shall enjoy the right to speak, consultation, voting and other rights according to law, but the company shall uniformly arrange speeches and answers. The speeches and questions of shareholders shall focus on the proposals considered at the general meeting of shareholders, be concise and concise, and do not bring unnecessary delay to the agenda of the general meeting and the speeches of other shareholders. When shareholders (or shareholders' representatives) speak, they shall first report the number of shares they hold. When shareholders request to speak, they shall not interrupt the report of the meeting reporter or the speech of other shareholders. The convener of the meeting can reasonably arrange the speaking session. 6、 The voting of this meeting adopts the combination of on-site voting and online voting. The voting method of on-site meeting is written voting by equity. Please refer to the notice on convening the second extraordinary general meeting of shareholders in 2022 issued by the company for the online voting method.
7、 If the shareholders of corporate shares attending the on-site meeting have more than one representative authorized to attend the meeting, they shall elect a chief representative who shall fill in the voting votes.
8、 The on-site meeting shall elect candidates for vote counting and supervision according to relevant rules and the articles of association. The voting results shall be announced by the representatives elected by the counting and scrutinizing group.
9、 The Secretary of the board of directors and the staff of the general meeting shall stop the acts violating the instructions of the meeting in time to ensure the normal progress of the meeting and protect the legitimate rights and interests of shareholders. The staff have the right to stop the acts that interfere with the normal order of the meeting, make trouble and infringe on the legitimate rights and interests of other shareholders, and report to the relevant departments for investigation and punishment in time.
10、 For other matters not covered, please refer to the notice on convening the second extraordinary general meeting of shareholders in 2022 issued by the company.
Qingdao Huijintong Power Equipment Co.Ltd(603577)
Agenda of the second extraordinary general meeting of shareholders in 2022
1、 Attendance and registration of participants
The convener and the lawyer have the right to jointly verify the legitimacy of shareholders' qualifications according to the register of shareholders provided by the securities registration and clearing institution, and register the names of shareholders and the number of voting shares held by them, and the registration of the meeting shall be terminated. 2、 The host announced the number of shareholders and agents attending the second extraordinary general meeting of shareholders in 2022 and the total number of shares with voting rights, introduced the shareholders (or shareholder representatives) and non voting participants, and announced the beginning of the meeting. 3、 Deliberating relevant proposals
1. Deliberating the proposal on the cash acquisition of 80% equity and related party transactions of Chongqing Jiangdian Power Equipment Co., Ltd. by a wholly-owned subsidiary;
2. Review the proposal on signing the roof lease agreement of photovoltaic power generation project and related party transactions. 4、 General Assembly voting
1. The moderator proposed the list of scrutineers and tellers
2. The chairman of the meeting shall announce the number of shareholders and agents attending the meeting and the total number of shares with voting rights before voting. The number of shareholders and agents attending the meeting and the total number of shares with voting rights shall be subject to the registration of the meeting.
3. Shareholder voting v. statistical voting results
The staff counted the on-site voting results and the combined online voting results. VI. announced the voting results of the meeting and the adoption of the proposal, and read out the resolutions of the meeting
7、 The lawyer reads out the legal opinion on the shareholders' meeting. VIII. The directors, meeting minutes and non voting participants sign the resolutions or minutes of the shareholders' meeting. IX. the host declares the end of the meeting
Proposal 1: proposal on the cash acquisition of 80% equity and related party transactions of Chongqing Jiangdian Power Equipment Co., Ltd. by a wholly-owned subsidiary
Shareholders and shareholder representatives:
1、 Overview of related party transactions
(I) transaction background
The controlling shareholder of Qingdao Huijintong Power Equipment Co.Ltd(603577) (hereinafter referred to as the "company" Qingdao Huijintong Power Equipment Co.Ltd(603577) "and" listed company ") Hebei Jinxi iron and Steel Group Co., Ltd. (hereinafter referred to as" Jinxi shares ") served the notice on the opportunity to acquire 80% equity of Chongqing Jiangdian Power Equipment Co., Ltd. to the company in December 2020, Whereas Chongqing Jiangdian Power Equipment Co., Ltd. (hereinafter referred to as "Chongqing Jiangdian" target company ") and Qingdao Huijintong Power Equipment Co.Ltd(603577) are companies in the same industry, according to the commitment on avoiding horizontal competition made by the controlling shareholder Jinxi Co., Ltd. on June 7, 2020, the controlling shareholder Jinxi Co., Ltd. gives priority to the above business opportunities to Qingdao Huijintong Power Equipment Co.Ltd(603577) . At that time, the target company was in the stage of loss operation, and there was still uncertainty about its future profitability, which temporarily did not meet the conditions for direct acquisition by listed companies. However, this business opportunity has strong significance of industrial integration and potential synergy. In order to avoid investment risks and maximize the protection of the interests of the company and all shareholders, especially minority shareholders, the 19th meeting of the third board of directors and the fifth extraordinary general meeting of shareholders in 2020 were held on December 4, 2020 On December 22, 2020, the proposal on related parties' intention to acquire 80% equity of Chongqing Jiangdian Power Equipment Co., Ltd. first and the supplementary commitment of controlling shareholders and actual controllers to further avoid horizontal competition was deliberated and approved, and Jinxi Co., Ltd. or its subsidiaries were agreed to acquire 80% equity of Chongqing Jiangdian first, and the controlling shareholders The actual controller issued the supplementary commitment on further avoiding horizontal competition, which will be injected into the listed company within 2 years after Chongqing Jiangdian meets the conditions for injection into the listed company and no later than December 31, 2023.
On December 4, 2020, Hebei Jinxi Section Steel Co., Ltd. (hereinafter referred to as "Jinxi section steel"), a wholly-owned subsidiary of Jinxi Co., Ltd., the controlling shareholder, signed the equity transfer agreement with effective conditions for Chongqing Jiangdian Power Equipment Co., Ltd. with Zeng Xiangxian and Chang Zhen. On the premise of stripping and injecting assets into the target company, The change of equity of Chongqing Xijiang steel was registered on December 23, 2020 at the price of RMB 26 million.
According to the arrangement of the controlling shareholder's commitment on avoiding horizontal competition and supplementary commitment on further avoiding horizontal competition, Qingdao Huijintong Power Equipment Co.Ltd(603577) signed the entrusted management agreement on Chongqing Jiangdian Power Equipment Co., Ltd. with Jinxi section steel, Zeng Xiangxian and Chongqing Jiangdian to entrust Chongqing Jiangdian with Qingdao Huijintong Power Equipment Co.Ltd(603577) operation and management. For details, please refer to the company's interim announcement on the company's intention to acquire 80% equity of Chongqing Jiangdian Power Equipment Co., Ltd. first and the supplementary commitment of the controlling shareholder and actual controller (2020-075) and the company's announcement on signing the entrusted management agreement and related party transactions with related parties (2020-076). The company has managed Chongqing Jiangdian according to the above custody agreement. At present, the operation management and profitability of Chongqing Jiangdian have been significantly improved.
In order to promote the national strategic layout of the company, improve the comprehensive competitiveness of the company, realize scale effect and synergy effect, solve the horizontal competition between the company and its controlling shareholders, and safeguard the interests of the company and its shareholders, the company plans to acquire 80% of the equity of Chongqing Jiangdian held by the related party Jinxi section steel in cash through its wholly-owned subsidiary. (II) basic information of the transaction
On February 23, 2022, Qingdao Huadian offshore equipment Co., Ltd. (hereinafter referred to as "Qingdao Huadian"), a wholly-owned subsidiary of the company, and Jinxi section steel signed the equity transfer agreement between Hebei Jinxi Section Steel Co., Ltd. and Qingdao Huadian offshore equipment Co., Ltd. on the effective conditions of Chongqing Jiangdian power Equipment Co., Ltd. (hereinafter referred to as the equity transfer agreement), Qingdao Huadian plans to purchase 80% of the equity of Chongqing Jiangdian (hereinafter referred to as the "subject equity") held by Jinxi section steel at the consideration of RMB 284 million in cash. This Agreement shall enter into force after being reviewed and approved by the general meeting of shareholders of the company.
The valuation of this transaction is based on the appraisal report on the value of all equity assets of Chongqing Jiangdian Power Equipment Co., Ltd. involved in the proposed equity acquisition of Qingdao Huadian offshore equipment Co., Ltd. issued by Bandung (Shanghai) Asset Appraisal Co., Ltd. (hereinafter referred to as "Bandung asset appraisal") on December 31, 2021 (hereinafter referred to as "asset appraisal report") the equity appraisal value of the subject company confirmed in the appraisal report shall be determined by both parties through negotiation. According to the assets appraisal report, the appraisal conclusion adopts the appraisal result of income method. The appraisal value of all shareholders' equity of the subject company on the benchmark date is RMB 357132100, and the appraisal value of the subject equity on the benchmark date is RMB 285705700. It is agreed by both parties through negotiation, The transaction price of the underlying equity is determined as 284 million yuan based on the above evaluation value.
The counterparty of this transaction, Jinxi section steel, is a wholly-owned subsidiary of 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. Jinxi section steel is an affiliated party of the company. This transaction constitutes an affiliated transaction of the listed company, and the effectiveness of this transaction needs to be reviewed 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.
According to the second paragraph of article 6.1.15 of the Listing Rules of Shanghai Stock Exchange: in addition to the provisions of the preceding paragraph, the company has a "purchase or sale of assets" transaction, regardless of whether the transaction object is related or not. If the total amount of assets or transaction amount involved exceeds 30% of the company's total audited assets in the latest period within 12 consecutive months, In addition to the disclosure and audit or evaluation with reference to article 6.1.6, it shall also be submitted to the general meeting of shareholders for deliberation and approved by more than two-thirds of the voting rights held by the shareholders attending the meeting. As of December 31, 2020, the total audited assets of the company were 2572028400 yuan. The total assets involved in this transaction exceeded 30% of the total audited assets of the company in the latest period. This transaction still needs to be deliberated by the general meeting of shareholders and approved by more than two-thirds of the voting rights held by the shareholders attending the meeting. According to the relevant provisions of the measures for the administration of major asset restructuring of listed companies, this connected transaction does not constitute a major asset restructuring.
2、 Basic information of both parties
(I) basic information of Transferor
Name: Hebei Jinxi Section Steel Co., Ltd
Unified social credit Code: 911302276760137681
Address: East of santunying Town, Qianxi County
Legal representative: Yu Lifeng
Registered capital: 350 million yuan
Enterprise type: limited liability company (wholly owned by foreign-invested enterprise legal person)
Date of establishment: May 30, 2008
Business scope: production of large-scale section steel and small and medium-sized section steel, sales of the company's self-produced products and provision of after-sales service; Import and export business of ferrous metal materials, machinery and equipment, spare parts and accessories, and labor dispatch services (for projects subject to approval according to law, business activities can be carried out only with the approval of relevant departments).
Ownership structure and shareholders: Jinxi shares are 100% owned by Jinxi. Jinxi shares have good asset and cash flow conditions, abundant monetary funds, strong solvency and strong financing ability. There is no case of alleviating capital pressure through this transaction, and the shares of the company held by Jinxi shares are not pledged or frozen.
Main financial data of Jinxi section steel:
Unit: 10000 yuan
Project December 31, 2020 (audited) September 30, 2021 (Unaudited)
Total assets 613599.61 689960.99
Net assets 158611.04 149344.04
Project 2020 (audited) January September 2021 (Unaudited)
Operating income 911575.53 1170865.23
Net profit 38127.98 35,1
