China International Capital Corporation Limited(601995)
Verification opinions on Iat Automobile Technology Co.Ltd(300825) applying to the bank for comprehensive credit line and accepting guarantee from related parties
China International Capital Corporation Limited(601995) (hereinafter referred to as ” China International Capital Corporation Limited(601995) ” or “sponsor”) as a sponsor of Iat Automobile Technology Co.Ltd(300825) (hereinafter referred to as ” Iat Automobile Technology Co.Ltd(300825) ” or “company”) issuing A-share shares to specific objects in 2020, according to the administrative measures for securities issuance and listing sponsor business In accordance with the provisions of relevant laws, regulations and normative documents, such as the Listing Rules of Shenzhen Stock Exchange on the growth enterprise market (hereinafter referred to as the “Listing Rules”), the guidelines for self regulatory supervision of listed companies No. 2 – standardized operation of companies listed on the growth enterprise market, etc., the Iat Automobile Technology Co.Ltd(300825) has verified the matters of applying for a comprehensive credit line from the bank and accepting the guarantee of related parties, And issue this verification opinion. The specific verification conditions are as follows:
1、 Overview of related party transactions
Iat Automobile Technology Co.Ltd(300825) held the 15th meeting of the 4th board of directors and the 13th meeting of the 4th board of supervisors on February 24, 2022, deliberated and adopted the proposal on applying for comprehensive credit line from banks and accepting guarantee from related parties, and related directors Mr. Xuan Qiwu and Ms. Liu Jian avoided voting. Combined with the actual situation of the company’s production and operation capital needs, in order to ensure the company’s production and operation and working capital needs, the company applies to the bank for a comprehensive credit line, and Mr. Xuan Qiwu and Ms. Liu Jian provide personal unlimited joint and several liability guarantee free of charge.
Mr. Xuan Qiwu and Ms. Liu Jian are the actual controllers of the company. Mr. Xuan Qiwu is the chairman of the company, and Ms. Liu Jian is the director and deputy general manager of the company. According to items (I) and (II) of article 7.2.5 of the Listing Rules of Shenzhen Stock Exchange gem (hereinafter referred to as the “Listing Rules”), Mr. Xuan Qiwu and Ms. Liu Jian are related parties of the company. This matter constitutes a related party transaction and does not constitute a major asset reorganization specified in the administrative measures for major asset reorganization of listed companies, which does not need to be approved by relevant departments, There is no need to submit it to the general meeting of shareholders for deliberation.
2、 Basic information of related parties
Mr. Xuan Qiwu, born in 1966, Chinese nationality, has the right of permanent residence in Japan. He graduated from the Department of automotive engineering of Tsinghua University in 1987 with a bachelor’s degree in engineering; In 1998, he received a doctor’s degree in engineering from Kyushu University, Japan. He once served as an engineer of FAW Group and director of the development headquarters of Mitsubishi Motor Corporation, and has been the chairman of the company since February 2012.
Ms. Liu Jian, born in 1965, Chinese nationality, has the right of permanent residence in Japan. Graduated from Harbin University of technology in 1987, majoring in automation; He graduated from the Ministry of agriculture of Kyushu University in 1997. Currently, he is the director and President of IAT Co., Ltd. and the director of beat Power Co., Ltd. From February 2012 to now, he has served as the director and deputy general manager of the company.
Up to now, Mr. Xuan Qiwu has directly held Iat Automobile Technology Co.Ltd(300825) 3699681 shares, indirectly held Iat Automobile Technology Co.Ltd(300825) 26006232 shares through Iat Automobile Technology Co.Ltd(300825) (Beijing) Investment Consulting Co., Ltd. (hereinafter referred to as ” Iat Automobile Technology Co.Ltd(300825) investment”), and indirectly held Iat Automobile Technology Co.Ltd(300825) 1186101 shares as a limited partner of Jiaxing Junwen Yinbao investment partnership (limited partnership); Ms. Liu Jian directly holds Iat Automobile Technology Co.Ltd(300825) 1400000 shares and indirectly holds Iat Automobile Technology Co.Ltd(300825) 8974398 shares through Alte investment. Mr. Xuan Qiwu directly controls Iat Automobile Technology Co.Ltd(300825) 1.12%, Ms. Liu Jian directly controls Iat Automobile Technology Co.Ltd(300825) 0.42%, Xuan Qiwu and his spouse Liu Jian indirectly control Iat Automobile Technology Co.Ltd(300825) 13.58% through Iat Automobile Technology Co.Ltd(300825) investment, and Xuan Qiwu and his spouse Liu Jian directly or indirectly control Iat Automobile Technology Co.Ltd(300825) a total of 15.12%. Mr. Xuan Qiwu and Ms. Liu Jian are the actual controllers of the company and serve as the chairman of the company. Ms. Liu Jian serves as the director and deputy general manager of the company. According to items (I) and (II) of article 7.2.5 of the listing rules, Mr. Xuan Qiwu and Ms. Liu Jian are the related natural persons of the company.
Neither Mr. Xuan Qiwu nor Ms. Liu Jian is the person subject to execution for dishonesty.
3、 Main contents and pricing basis of related party transactions
The company applied to Bank Of Ningbo Co.Ltd(002142) Beijing Branch for a one-year comprehensive credit with an amount not exceeding 60 million yuan. The actual controllers of the company, Mr. Xuan Qiwu and Ms. Liu Jian, provide personal unlimited joint and several liability guarantee free of charge. The specific credit amount shall be subject to the final handling between the company and the bank according to the fund use plan. The matter complies with the provisions of relevant laws and regulations, and there is no situation that damages the interests of the company and minority shareholders.
4、 Transaction purpose and impact on Listed Companies
In order to meet the actual needs of the company’s production and operation funds, the company applied for a credit line from Bank Of Ningbo Co.Ltd(002142) Beijing Branch, and Mr. Xuan Qiwu and Ms. Liu Jian provided personal unlimited joint and several liability guarantee free of charge. This event is in line with the actual operation and development needs of the company, is conducive to the timely supplement of cash flow, and is conducive to maintaining the stable operation and business expansion of the company. This matter does not harm the interests of the company and shareholders, and has a positive impact on the company’s financial situation and operating results.
5、 The total amount of various related party transactions with the related party from the beginning of the year to the disclosure date
The company held the 14th meeting of the 4th board of directors on February 18, 2022, which deliberated and passed the proposal on joint investment with related parties. The company invested with Mr. Xuan Qiwu, Mr. Liu Jiangfeng and faristar (HK) investment holding limited to establish Shenzhen gecko New Energy Vehicle Technology Co., Ltd. Among them, the company subscribed RMB 1 million with its own funds, accounting for 10% of the registered capital, and Mr. Xuan Qiwu subscribed RMB 400000, accounting for 4% of the registered capital. For details, please refer to the company’s website on February 19, 2022（ http://www.cn.info.com.cn. ）Disclosed announcement on joint investment with related parties (Announcement No.: 2022-018). Since the beginning of 2022, Mr. Xuan Qiwu and Ms. Liu Jian have no other related party transactions with the company except the above transactions and providing guarantees for the company.
6、 Review and decision-making procedures
(I) deliberations of the board of directors
The company held the 15th meeting of the 4th board of directors on February 24, 2022 and considered the proposal on applying for comprehensive credit line from the bank and accepting guarantee from related parties. The proposal was adopted with 7 votes (Mr. Xuan Qiwu and Ms. Liu Jian, the related directors, have avoided voting), and the independent directors expressed their independent opinions. This matter does not need to be submitted to the general meeting of shareholders for deliberation.
(II) opinions of independent directors
The independent directors have expressed their independent opinions on the proposal on applying for comprehensive credit line from the bank and accepting guarantee from related parties: the company applies for comprehensive credit line from the bank and accepts unlimited joint and several liability guarantee from related parties Mr. Xuan Qiwu and Ms. Liu Jian free of charge, and there is no situation that damages the interests of the company and its shareholders, especially small and medium-sized shareholders, It will not affect the independence of the company, meet the actual development needs of the company, the deliberation and voting procedures comply with the relevant laws and regulations such as the company law, the securities law and the relevant provisions of the articles of association, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders. Therefore, the independent directors unanimously agreed to this matter.
(III) deliberation of the board of supervisors
The company held the 13th meeting of the 4th board of supervisors on February 24, 2022, and deliberated and adopted the proposal on applying for comprehensive credit line from the bank and accepting guarantee from related parties. The board of supervisors held that the company applied to the bank for a comprehensive credit line and accepted the free guarantee of related parties Mr. Xuan Qiwu and Ms. Liu Jian, and there was no behavior damaging the interests of the company and shareholders, especially small and medium-sized shareholders. The expected review procedure of this daily connected transaction is legal and in line with the provisions of relevant laws and regulations. The supervisors unanimously agreed on this matter.
7、 Verification opinions of the recommendation institution
After verification, the sponsor believes that the related party transaction has been deliberated and approved at the 15th meeting of the Fourth Board of directors and the 13th meeting of the Fourth Board of supervisors, and the related directors Mr. Xuan Qiwu and Ms. Liu Jian avoided voting. The independent directors of the company expressed independent opinions on relevant matters. The review procedures of this transaction comply with the provisions of the company law, listing rules and other relevant regulations and normative documents, as well as the articles of association and the measures for the administration of connected transactions of the company.
To sum up, China International Capital Corporation Limited(601995) has no objection to the application for comprehensive credit line from the bank and the acceptance of guarantee from related parties.
(there is no text on this page, which is the signature and seal page of China International Capital Corporation Limited(601995) verification opinions on Iat Automobile Technology Co.Ltd(300825) applying for comprehensive credit line from the bank and accepting guarantee from related parties) sponsor representative:
Shang Linzheng Zhao Yan
China International Capital Corporation Limited(601995) February 24, 2022
