Securities code: 300699 securities abbreviation: Weihai Guangwei Composites Co.Ltd(300699) Announcement No.: 2021-075 Weihai Guangwei Composites Co.Ltd(300699)
Announcement on joint foreign investment and related party transactions with related parties
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. Dong
1、 Overview of foreign investment and related party transactions
1. Basic information of foreign investment
Weihai Guangsheng Aerospace Technology Co., Ltd. (hereinafter referred to as “Weihai Guangsheng”) plans to increase its registered capital by 70 million yuan (RMB, the same below) and increase its registered capital from 10 million yuan to 80 million yuan (hereinafter referred to as “this capital increase”). Weihai Guangwei Composites Co.Ltd(300699) (hereinafter referred to as “the company”) plans to subscribe for Weihai Guangsheng’s newly increased registered capital of 26.8 million yuan with its own capital of 26.8 million yuan (hereinafter referred to as “this investment”), the controlling shareholder of the company, Weihai Guangwei Group Co., Ltd. (hereinafter referred to as “Guangwei group”) ）16 directors, supervisors and some directors, supervisors and senior managers of the company contributed a total of 20 million yuan to subscribe for the newly increased registered capital of Weihai Guangsheng. After the completion of this capital increase, the contribution of Weihai Guangsheng directly held by the company accounts for 33.5% of the registered capital, and the contribution of Weihai Guangsheng held by the company’s associated natural persons accounts for 25% of the registered capital. According to the administrative measures for the acquisition of listed companies (revised in 2020) According to the provisions of Article 83, the above 16 affiliated natural persons participating in the capital increase are the persons acting in concert of the company, and the company and the persons acting in concert of the company jointly hold 58.5% of the equity of Weihai Guangsheng; In addition, in Weihai Guangsheng’s three person board of directors, the company nominated two directors; The company will control Weihai Guangsheng, which will be included in the company’s internal control management system and consolidated statements.
2. Approval of foreign investment
On December 21, 2021, the company held the 8th meeting of the third board of directors, deliberated and adopted the proposal on joint foreign investment and related party transactions with related parties. The amount of this joint foreign investment and related party transaction with related parties is within the approval authority of the board of directors of the company and does not need to be submitted to the general meeting of shareholders of the company for deliberation and approval.
3. This foreign investment constitutes a connected transaction and does not constitute a major asset reorganization specified in the administrative measures for major asset reorganization of listed companies.
2、 Basic information of partners
(i) Basic information of related parties
1, Chen Liang, male, ID number: 37062019********14, the actual controller of the company, is currently chairman of the group and company director.
Upon inquiry, Mr. Chen Liang is not listed as a dishonest executee.
2, Chen Dong, male, ID number: 37100219********16, vice president of Guang Wei group. Upon inquiry, Mr. Chen Dong is not listed as a dishonest executee.
3, Deng Xiangyang, male, ID number: 37030319********14, currently the director of Guang Wei group. Upon inquiry, Mr. Deng Xiangyang is not listed as a dishonest executee.
4, Chi Weijie, male, ID number: 37062019********33, currently the supervisor of Guang Wei group. Upon inquiry, Mr. Chi Weijie is not listed as a dishonest executee.
5, Zhang Xinming, male, ID number: 43010419********52, currently the supervisor of Guang Wei group. After inquiry, Mr. Zhang Xinming is not listed as a dishonest executee.
6, Zhang Lijun, male, ID number: 14273119********13, currently the supervisor of Guang Wei group. After inquiry, Mr. Zhang Lijun is not listed as a dishonest executee.
7, Lu Zhaojun, male, ID number: 15210219********35, currently chairman of the group and chairman of Weihai Guangwei Composites Co.Ltd(300699) .
Upon inquiry, Mr. Lu Zhaojun is not listed as a dishonest person.
8, Li Shu Xiang, male, ID number: 11010819********36, currently director of Guang Wei Group and Weihai Guangwei Composites Co.Ltd(300699) director.
Upon inquiry, Mr. Li Shuxiang is not listed as a dishonest person.
9, Wang Wenyi, male, ID number: 15010219********3X, currently vice chairman and general manager of Weihai Guangwei Composites Co.Ltd(300699) .
After inquiry, Mr. Wang Wenyi is not listed as a dishonest person.
10, Zhang Yueyi, male, ID number: 13052219********12, currently Weihai Guangwei Composites Co.Ltd(300699) director and chief engineer.
After inquiry, Mr. Zhang Yueyi is not listed as a dishonest executee.
11, Cong Zongjie, male, ID number: 37100219********3X, currently the chairman of Weihai Guangwei Composites Co.Ltd(300699) board of supervisors.
Upon inquiry, Mr. Cong Zongjie is not listed as a dishonest executee.
12, Xiong Shijun, male, ID number: 42230119********93, currently Weihai Guangwei Composites Co.Ltd(300699) financial controller.
Upon inquiry, Mr. Xiong Shijun is not listed as a dishonest executee.
13, Wang Yingchao, male, ID number: 11010519********17, currently Deputy General Manager of Weihai Guangwei Composites Co.Ltd(300699) , Secretary of the board.
Upon inquiry, Mr. Wang Yingchao is not listed as a dishonest executee.
14, Lin Fengsen, male, ID number: 21102119********31, currently Weihai Guangwei Composites Co.Ltd(300699) chief engineer.
Upon inquiry, Mr. Lin Fengsen is not listed as a dishonest person.
15, Gao Changxing, male, ID number: 37072119********98, currently Deputy General Manager of Weihai Guangwei Composites Co.Ltd(300699) .
Upon inquiry, Mr. Gao Changxing is not listed as a dishonest executee.
16, Wang Zhuangzhi, male, ID number: 37091919********13, currently Deputy General Manager of Weihai Guangwei Composites Co.Ltd(300699) .
Upon inquiry, Mr. Wang Zhuangzhi is not listed as a dishonest executee.
Except this time, the total amount of various connected transactions between the company and the above connected persons since the beginning of the year is 0 yuan.
（2） Basic information of other partners
1, Wang Guoping, male, ID number: 51021219********98. Born in 1968, with a master’s degree. Successively worked in the Design Institute of Harbin Aircraft Industry Group Co., Ltd., Airbus (Beijing) Engineering Technology Center, AVIC composite Co., Ltd., Jinggong (Shaoxing) composite Co., Ltd. and Jinggong (Shaoxing) composite technology R & D Co., Ltd; In June 2020, he served as the consultant of Shandong carbon fiber technology innovation center / Shandong Guangwei Carbon Fiber Industry Technology Research Institute Co., Ltd; In July 2020, led the establishment of Weihai Guangsheng Aerospace Technology Co., Ltd; In October 2020, it won the title of Shandong Taishan industrial leading talent; In November 2021, he served as executive director and general manager of Weihai Guangsheng Aerospace Technology Co., Ltd.
After inquiry, Mr. Wang Guoping is not listed as a dishonest person.
2, Wang Shengze, male, ID number: 23010819********30.
Upon inquiry, Mr. Wang Shengze is not listed as a dishonest executee.
3, Gao Yongxiang, female, ID number: 37072819********22.
Upon inquiry, Ms. Gao Yongxiang is not listed as a dishonest executee.
4, Pan Tingqi, female, ID number 33100319********87.
After inquiry, Ms. pan tingqi is not listed as a dishonest executee.
5, Suyi, male, ID number: 11010819********19, Guang Wei group controls employees. Upon inquiry, Mr. Su Yi is not listed as a dishonest executee.
6, Li Ribin, male, ID number: 37100219********14, Weihai Guangwei Composites Co.Ltd(300699) staff.
Upon inquiry, Mr. Li ribin is not listed as a dishonest executee.
7, Wang Wei, male, ID number: 14242219********1X, Weihai Guangwei Composites Co.Ltd(300699) staff.
Upon inquiry, Mr. Wang Wei is not listed as a dishonest executee.
8, Sun Shaohuan, male, ID number: 37068319********1X, Weihai Guangwei Composites Co.Ltd(300699) staff.
After inquiry, Mr. Sun shaohuan is not listed as a dishonest executee.
3、 Basic information of the target company
1. Company name: Weihai Guangsheng Aerospace Technology Co., Ltd
2. Unified social credit Code: 91371000ma3tdq9k1m
3. Company type: limited liability company (invested or controlled by natural person)
4. Registered capital: RMB 10 million
5. Legal representative: Wang Guoping
6. Date of establishment: July 2, 2020
7. Business term: July 2, 2020 to no fixed term
8. Address: room 207, 2 / F, Research Institute building, carbon fiber industrial park, East Jiangsu Road, Weihai Lingang Economic and Technological Development Zone
9. Business scope: R & D, design, manufacturing, production, technical service and sales of aerospace products and parts, carbon fiber and glass fiber composites. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
10. Main financial data:
Unit: RMB
Project 2020 / 12 / 312021 / 11 / 30
Total assets 8822351.0456009906.38
Total liabilities 12254452.4470443038.36
Owner’s equity -3432101.40-14433131.98
July 2, 2020 (completion date of the company)
Project establishment date) to December 312020 January November 2021
Between dates
Operating income 582300.88846269.04
Net profit -4432101.40-20001030.58
Note: the financial data of 2020 and January November 2021 have been audited by Lixin Certified Public Accountants (special general partnership), and an unqualified audit report of xksbz [2021] No. za90774 standard has been issued.
11、 The pricing situation and basis of the transaction object: according to the asset evaluation report on the value of all shareholders’ equity involved in the proposed capital increase and share expansion of Weihai Guangsheng Aerospace Technology Co., Ltd. (Beiya Shi Ping Bao Zi [2021]) issued by Beiya Shi Asset Evaluation Office (special general partnership) No. 01-1042), on the premise of continuous operation on the benchmark date of November 30, 2021, the book value of net assets of Weihai Guangsheng Aerospace Technology Co., Ltd. is -14.4331 million yuan, and the value of all shareholders’ equity assessed by income method is 10.38 million yuan. According to the appraisal results and through consultation between the investors, the price of this capital increase is proposed to be 1 yuan / registered capital.
12. The details of this capital increase are as follows:
No. the capital contributor of this capital increase subscribed the newly increased registered capital contribution method investment amount capital source (10000 yuan) (10000 yuan)
1 Weihai Guangwei composite 2680 currency 2680 self owned funds Co., Ltd
2 Wang Guoping 1520 currency 1520 self owned funds
3 Chen Liang 440 currency 440 own funds
4 Chendong 440 currency 440 own funds
5 Wang Shengze 380 own funds
6. Pan tingqi 100 currency 100 own funds
7 Deng Xiangyang 8
