Haitong Securities Company Limited(600837)
About Anhui Zhonghuan Environmental Protection Technology Co.Ltd(300692)
Verification opinions on the subsidiary's opening of special account deposits and related party transactions for raising funds by issuing convertible bonds to unspecified objects
Haitong Securities Company Limited(600837) (hereinafter referred to as " Haitong Securities Company Limited(600837) " or "sponsor") as the sponsor of Anhui Zhonghuan Environmental Protection Technology Co.Ltd(300692) (hereinafter referred to as " Anhui Zhonghuan Environmental Protection Technology Co.Ltd(300692) " or "company") for public issuance of convertible corporate bonds in 2019 and non-public issuance of A-Shares on GEM in 2020, In accordance with the relevant provisions of the measures for the administration of securities issuance and listing recommendation business, the guidelines for the recommendation of listed companies of Shenzhen Stock Exchange, the Listing Rules of GEM stocks of Shenzhen Stock Exchange and the self regulatory guidelines for GEM listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of GEM listed companies, The company and its subsidiaries have carefully verified the deposit and related party transactions in the special account for raising funds by issuing convertible bonds to unspecified objects. The verification results are as follows:
1、 Overview of related party transactions
On January 11, 2022, the company obtained the reply on Approving the registration of Anhui Zhonghuan Environmental Protection Technology Co.Ltd(300692) issuing convertible corporate bonds to unspecified objects (zjxk [2022] No. 56) issued by China Securities Regulatory Commission, and approved the company's application for registration of issuing convertible corporate bonds to unspecified objects. The company intends to raise no more than 864 million yuan by issuing convertible corporate bonds to unspecified objects, of which the total amount of funds to be invested in Chengde Lvyuan thermal power construction project in Chengde County is no more than 218 million yuan, and the total amount of funds to be invested in Dancheng domestic waste incineration power generation project is no more than 387 million yuan, The total amount of supplementary working capital shall not exceed RMB 259 million.
In order to standardize the management of the company's raised funds and protect the rights and interests of small and medium-sized investors, In accordance with the relevant laws and regulations such as the Listing Rules of Shenzhen Stock Exchange on the gem, the guidelines on self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of listed companies on the gem, the guidelines on supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies and the provisions of the company's raised funds management system, Authorized by the company's first extraordinary general meeting in 2021, the board of directors of the company can determine the special account for raised funds according to the needs of raised funds management and authorize the signing of the supervision agreement for the storage of raised funds. In order to improve the use efficiency and income of raised funds, based on the principle of maximizing the income from deposits, the company's subsidiary Chengde Anhui Zhonghuan Environmental Protection Technology Co.Ltd(300692) new energy Co., Ltd. (hereinafter referred to as "Chengde central") Dancheng Kangheng renewable energy Co., Ltd. (hereinafter referred to as "Dancheng energy") plans to open special accounts for raising funds in Anhui Xin'an Bank Co., Ltd. (hereinafter referred to as "Xin'an bank") for the deposit, management and use of the funds raised by issuing convertible corporate bonds to unspecified objects, and cooperate with the company, Xin'an bank The sponsor Haitong Securities Company Limited(600837) jointly signed the four party supervision agreement on the raised funds, and the deposit amount in the special account shall be subject to the net amount of funds raised by issuing convertible corporate bonds to unspecified objects to invest in Chengde Lvyuan thermal power construction project and Dancheng domestic waste incineration power generation project, and the deposit interest rate shall not be lower than the deposit interest rate obtained by the company from other deposit banks of raised funds.
Mr. Zhang Bozhong is the controlling shareholder, actual controller and chairman of the company, and also serves as a director of Xin'an bank. Anhui Zhongchen Investment Holding Co., Ltd., a shareholder holding more than 5% of the company, holds 20% of the shares of Xin'an bank. Xin'an bank is a related party of the company. The above matters constitute related party transactions.
2. Deliberation and voting
On February 28, 2022, the company held the 8th meeting of the 3rd board of directors (voting results: 7 in favor, 0 against and 0 abstention), and the 8th meeting of the 3rd board of supervisors (voting results: 3 in favor, 0 against and 0 abstention), The proposal on the opening of special account deposits and related party transactions for raising funds by issuing convertible bonds to unspecified objects by subsidiaries was reviewed and approved, and the management of the company was authorized to handle the opening of special account for raising funds and sign regulatory agreement and other relevant documents. The directors, Mr. Zhang Bozhong and Mr. Zhang Boxiong, abstained from voting. The independent directors of the company approved the proposal in advance and expressed their independent opinions.
This related party transaction 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. According to the provisions of relevant laws and regulations such as the Shenzhen Stock Exchange GEM Listing Rules, the related party transaction still needs to be approved by the general meeting of shareholders, and the related parties interested in the related party transaction will give up the right to vote on the proposal at the general meeting of shareholders.
2、 Basic information of related parties
1. Company name: Anhui Xin'an Bank Co., Ltd
2. Unified social credit Code: 91340100ma2qd3bu9b
3. Type: Private Bank
4. Registered address: No. 2800, Chuangxin Avenue, high tech Zone, Hefei, Anhui Province (building J2, phase II, Chuang Shenzhen New Industries Biomedical Engineering Co.Ltd(300832) Park)
5. Legal representative: Sun Xiao
6. Registered capital: 2 million yuan
7. Date of establishment: November 8, 2017
8. Main business: absorbing RMB deposits; Issuing short-term, medium-term and long-term RMB loans; Handle China settlement; Handle bill acceptance and discount; Issuing financial bonds; Acting as an agent for issuing, cashing and underwriting government bonds; Buying and selling government bonds and financial bonds; Engage in interbank lending; Engage in bank card business; Provide letter of credit service and guarantee; Acting for collection and payment of funds and insurance business; Provide safe deposit box service; Other businesses approved by the banking regulatory authority under the State Council. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments).
9. Actual controller: None
10. Composition of shareholders:
Name of shareholder contribution amount (10000 yuan) contribution proportion
Anhui Nanxiang trade (Group) Co., Ltd. 6 Fawer Automotive Parts Limited Company(000030) %
Anhui jincainiu Industrial Group Co., Ltd. 6 Fawer Automotive Parts Limited Company(000030) %
Hefei Huatai Group Co., Ltd. 4 Shenzhen Zhongheng Huafa Co.Ltd(000020) %
Anhui Zhongchen Investment Holding Co., Ltd. 4 Shenzhen Zhongheng Huafa Co.Ltd(000020) %
Total 2 Ping An Bank Co.Ltd(000001) 00%
11. History and main business:
Xin'an bank was established in 2017. Its main business is to absorb deposits and issue loans. There has been no change since its establishment.
12. Main financial indicators of Xin'an Bank:
Unit: 10000 yuan
Project September 30, 2021 (Unaudited) December 31, 2020 (audited)
Net assets 2156622220290909
January September 20212020
Operating income 23224552337998
Net profit 1181742446511
13. Relationship with the company: Mr. Zhang Bozhong is the controlling shareholder, actual controller and chairman of the company, and also serves as a director of Xin'an bank. Anhui Zhongchen Investment Holding Co., Ltd., a shareholder holding more than 5% of the company's shares, holds 20% of the shares of Xin'an bank. Xin'an bank is the related party of the company, and the company's subsidiaries open special accounts in Xin'an bank to form related party transactions.
14. Whether the related party is dishonest or not: no
3、 Basic information of related party transactions
The subject matter of this connected transaction is mainly the deposits, interest income and handling charges paid by the subsidiaries Chengde central and Dancheng energy in Xin'an bank.
4、 Pricing policy and basis of transaction
This connected transaction adopts the market-oriented pricing principle and is priced in accordance with the relevant provisions of the people's Bank of China and Bank Of China Limited(601988) Industry Regulatory Commission. There is no situation that damages the interests of the company and shareholders, especially the interests of minority shareholders.
5、 Main contents of the transaction agreement
The company's application for issuing convertible corporate bonds to non-specific objects has obtained the reply on Approving the registration of Anhui Zhonghuan Environmental Protection Technology Co.Ltd(300692) issuing convertible corporate bonds to non-specific objects (zjxk (2022) No. 56) issued by China Securities Regulatory Commission on January 11, 2022. According to relevant regulations, the company will store and manage the raised funds in a special account, open a special account for the raised funds respectively, and sign a tripartite and quadripartite supervision agreement for the raised funds with Haitong Securities Company Limited(600837) , and the commercial bank that deposits the raised funds. At present, the company has not started the issuance. After the issuance, the company plans to deposit all the net raised funds invested in Chengde Lvyuan thermal power construction project and Dancheng domestic waste incineration power generation project in the special account for raised funds of Xin'an bank. The company and its subsidiaries Chengde Zhonghuan and Dancheng energy will sign a four party supervision agreement on the raised funds with Xin'an bank and the sponsor Haitong Securities Company Limited(600837) jointly.
6、 Other arrangements involving connected transactions
There is no other arrangement for this connected transaction.
7、 Purpose of this transaction and its impact on the company
Based on the principle of maximizing the deposit income of raised funds, this connected transaction is conducive to improving the management level of the company's monetary funds and improving the use efficiency and income of raised funds. Xin'an bank can provide more convenient services for the company. Under the condition of meeting the regulatory provisions, the deposit interest rate given by Xin'an bank to the company shall not be lower than the deposit interest rate obtained by the company from other deposit banks for raised funds. This connected transaction adopts market-oriented pricing, and the transaction price is fair, which will not affect the independence of the company and will not damage the interests of the company's shareholders, especially the minority shareholders. 8、 From the beginning of this year to the disclosure date, the total amount of various related party transactions with the related party has been accumulated
From the beginning of this year to the disclosure date of this announcement, the company and its subsidiaries have no related party transactions with Zhang Bozhong and other enterprises controlled by Zhang Bozhong, or with other enterprises other than the company where Zhang Bozhong serves as a director and senior manager.
9、 Prior approval and independent opinions of independent directors
1. Prior approval opinions of independent directors
The subsidiary opens a special account for raised funds in Xin'an bank and deposits in line with its own development needs, which is conducive to improving the company's monetary fund management level and the use efficiency and income of raised funds. This connected transaction adopts the market-oriented pricing principle, and the pricing basis is fair, just and open. This event does not affect the independence of the company and does not damage the interests of the company and minority shareholders. Therefore, we unanimously agree to submit the proposal on the opening of special account deposits and related party transactions for raising funds by issuing convertible bonds to unspecified objects by subsidiaries to the eighth meeting of the third board of directors for deliberation, and the related directors need to avoid voting.
2. Independent opinions of independent directors
The subsidiary opens a special account for raised funds and deposits in Xin'an bank, which is conducive to improving the use efficiency and income of raised funds, which is in line with the fundamental interests of the company and does not damage the interests of the company and minority shareholders. When the board of directors of the company considered this related party transaction, the voting procedure was legal and standardized. The related party transaction met the provisions of relevant laws, regulations and rules such as the Listing Rules of gem shares of Shenzhen Stock Exchange and the articles of association, and the related directors avoided voting. We agree to the above related party transactions and submit them to the 2021 annual general meeting of shareholders of the company for deliberation.
10、 Verification opinions of the recommendation institution
Upon verification, Haitong Securities Company Limited(600837) expressed the following opinions on the opening of the subsidiary's special account for raising funds by issuing convertible bonds to unspecified objects and related party transactions:
1. The subsidiary's opening of the special account for raising funds by issuing convertible bonds to unspecified objects, deposits and related party transactions comply with the requirements of normative documents such as Shenzhen Stock Exchange gem stock listing rules, Shenzhen Stock Exchange GEM listed companies self regulatory guidance No. 2 - standardized operation of GEM listed companies. 2. Necessary legal procedures have been performed for the subsidiary's opening of special account deposits for raising funds by issuing convertible bonds to unspecified objects and related party transactions, which have been deliberated and adopted at the eighth meeting of the third board of directors (related directors Mr. Zhang Bozhong and Mr. Zhang Boxiong abstained from voting) and the eighth meeting of the third board of supervisors, The independent directors of the company have also expressed their prior approval opinions and independent opinions, which need to be submitted to the 2021 annual general meeting of the company for deliberation and approval.
3. The subsidiary opened a special account for raising funds by issuing convertible bonds to unspecified objects, and the pricing of deposits and related party transactions was fair, which did not harm the interests of listed companies and other non related shareholders, especially small and medium-sized shareholders.
In conclusion, Haitong Securities Company Limited(600837) has no objection to the subsidiary's opening of special account deposits and related party transactions for raising funds by issuing convertible bonds to unspecified objects.
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(there is no text on this page, which is the signature and seal page of Haitong Securities Company Limited(600837) opinions on the verification of Anhui Zhonghuan Environmental Protection Technology Co.Ltd(300692) subsidiary's opening of special account deposits and related party transactions for raising funds by issuing convertible bonds to unspecified objects)
Signature of sponsor representative:
Han mang Xingqiang
Haitong Securities Company Limited(600837)
