Citic Securities Company Limited(600030)
About Guangdong Hongda Blasting Co.Ltd(002683)
Verification opinions on the establishment of military industry group and related party transactions
Citic Securities Company Limited(600030) (hereinafter referred to as ” Citic Securities Company Limited(600030) ” or “sponsor”) as a sponsor of Guangdong Hongda Blasting Co.Ltd(002683) (hereinafter referred to as ” Guangdong Hongda Blasting Co.Ltd(002683) ” or “company”) non-public offering of A-Shares in 2020, in accordance with the measures for the administration of securities issuance and listing sponsorship business and the guidelines for the recommendation of listed companies of Shenzhen Stock Exchange Guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies The guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange (revised in 2020) and the stock listing rules of Shenzhen Stock Exchange have verified the establishment of military industry group and related party transactions in Guangdong Hongda Blasting Co.Ltd(002683) . The verification conditions and opinions are as follows:
1、 Overview of related party transactions
(i) Basic information of related party transactions
In order to thoroughly implement the important instructions of the general secretary of Xi Jinping to Guangdong, implement the spirit of the 19th CPC National Congress and the second, third and fourth plenary sessions of the 19th CPC National Congress, deeply promote the national strategy, implement the “1 + 1 + 9” work deployment of the provincial Party committee, and deepen the reform of mixed ownership of state-owned enterprises, The company plans to jointly invest 85 million yuan with Guangdong Guangye Equipment Manufacturing Group Co., Ltd. (hereinafter referred to as “Guangye equipment”), Rongcheng management consulting (Guangdong) partnership (limited partnership) (hereinafter referred to as “Rongcheng management”) and Guangdong Zhongke Yuewei Technology Development Co., Ltd. (hereinafter referred to as “Zhongke Yuewei”) to establish Guangdong Military Industry Group Co., Ltd (the name of the company shall be subject to the approval of the industrial and commercial registration authority, hereinafter referred to as “military industry group” ）。 Among them, the company subscribed 40 million yuan, accounting for 47.06% of the equity of the military industry group; Guangye equipment subscribed 30 million yuan, accounting for 35.29% of the equity of the military industry group; Rongcheng management subscribed 10 million yuan, accounting for 11.76% of the equity of the military industry group; Zhongke Yuewei subscribed 5 million yuan, accounting for 5.88% of the equity of the military industry group.
（2） Association description
The partner zhongguangye equipment is a wholly-owned subsidiary of Guangdong Environmental Protection Group Co., Ltd. (hereinafter referred to as “Guangdong Environmental Protection Group”) which is the controlling shareholder and actual controller of the company. Therefore, this transaction constitutes a related party transaction, but does not constitute a major asset reorganization specified in the administrative measures for major asset reorganization of listed companies.
（3） Approval procedure
On December 21, 2021, the company held the 8th meeting of the 5th board of directors in 2021, deliberated and adopted the proposal on the establishment of military industry group and related party transactions. The related directors Mr. Fang Jianning, Mr. Pan Yuanzhou and Mr. Sun Fangwei avoided voting on the proposal because they worked in the controlling shareholder and actual controller Guangdong Environmental Protection Group; The independent directors of the company issued prior approval opinions and independent opinions on the transaction.
According to the relevant provisions of the articles of association, this connected transaction is within the approval authority of the board of directors and does not need to be submitted to the general meeting of shareholders for deliberation.
2、 Basic information of partners
(i) Introduction to Guangye equipment
1. Enterprise name: Guangdong Guangye Equipment Manufacturing Group Co., Ltd
2. Unified social credit Code: 91440000724790511k
3. Nature of enterprise: limited liability company (sole proprietorship of legal person invested or controlled by non natural person)
4. Legal representative: Luo Junhui
5. Registered address: 12-13 / F, No. 185, Yuehua Road, Yuexiu District, Guangzhou
6. Date of establishment: September 1, 2000
7. Registered capital: 178.94 million yuan
8. Business scope: manufacturing, R & D, sales and service of special equipment for environmental protection.
9. Shareholders: Guangdong Environmental Protection 100% holding company.
10. Affiliated relationship: Guangye equipment is the controlling shareholder and actual controller of the company, a wholly-owned subsidiary of Guangdong Environmental Protection Group, and is the affiliated legal person of the company.
11. After inquiry, Guangye equipment does not belong to the dishonest executee.
（2） Introduction to Rong Cheng management
1. Company name: Rongcheng management consulting (Guangdong) partnership (limited partnership)
2. Unified social credit Code: 91440101ma9w4kqp9r
3. Nature of enterprise: limited partnership
4. Executive partner: Jin Haicheng
5. Registered address: Room 6, 2702, CCCC Huitong Center (self compiled building C-1), No. 6, Huitong Second Street, Hengli Town, Nansha District, Guangzhou (office only)
6. Registered capital: 10 million yuan
7. Date of establishment: November 19, 2021
8. Business scope: enterprise management consulting; business management; Financing advisory services; Engage in investment activities with its own funds.
9. Partners:
Serial number name partnership nature subscribed capital contribution (10000 yuan)
1 jin Haicheng, general partner 333.33
2 Zhang Lei, limited partner 333.33
3 Chen long limited partner 333.33
Total 1000
10. Related relationship: Rongcheng management has no related relationship with the controlling shareholder, actual controller, more than 5% shareholders, directors, supervisors and senior managers of the company.
11. Upon inquiry, the general partner of Rongcheng management is not a dishonest executee.
（3） Introduction to Zhongke Yuewei
1. Enterprise name: Guangdong Zhongke Yuewei Technology Development Co., Ltd
2. Unified social credit Code: 91440101ma5d3hc82t
3. Nature of enterprise: other limited liability companies (sole proprietorship of legal person)
4. Legal representative: Wang Yun
5. Registered address: Room 203, building a, No. 136, Kaiyuan Avenue, Huangpu District, Guangzhou
6. Date of establishment: December 26, 2019
7. Registered capital: RMB 100 million
8. Business scope: Engineering and technology research and test development; Computer technology development, etc
9. Shareholders: Guangdong Dawan District integrated circuit and system application research institute holds 100% of the shares.
10. Related relationship: Zhongke Yuewei has no actual controller and has no related relationship with the controlling shareholder, actual controller, more than 5% shareholders, directors, supervisors and senior managers of the company.
11. Upon inquiry, Zhongke Yuewei is not a dishonest executee.
3、 Basic information of military industry group
1. Company name: Guangdong Military Industry Group Co., Ltd. the final company name shall be subject to the approval of the registration authority.
2. Company domicile: room 1401, No. 241, science Avenue, Huangpu District, Guangzhou.
3. Nature of enterprise: limited liability company
4. Business scope: research, design, development, test, production, sales, maintenance, guarantee and service of military products, equity investment and management, capital operation, financial investment, industrial research, creditor’s rights investment, investment and consulting business for the above business (for projects subject to approval according to law, business activities can be carried out only with the approval of relevant departments).
5. Shareholders:
(1) The amount, proportion and mode of capital contribution subscribed by each party are as follows:
Proportion of capital contribution subscribed by shareholders (10000 yuan) and mode of capital contribution
Guangdong Hongda Blasting Co.Ltd(002683) 400047.06% currency
Guangye equipment 300035.29% currency
Rongcheng management 100011.76% currency
Zhongke Yuewei 5005.88% currency
Total 8500100%-
Note: each shareholder shall deposit the capital in full into the capital verification account of the military industry group according to the requirements of the company’s payment notice. The initial contribution will be determined according to the scale of the first investment project of the military industry group, and the contribution time is 5 days before the cash payment of the first investment project of the military industry group. The remaining capital contribution will be paid in installments in proportion before December 31, 2024 according to the business development needs of the military industry group and through consultation of all shareholders. The company can increase capital and shares according to the business development needs of the military industry group.
(2) The actual controller of the military industry group is Guangdong Environmental Protection Group.
4、 Main contents of the agreement
Party A: Guangdong Guangye Equipment Manufacturing Group Co., Ltd
Party B: Guangdong Hongda Blasting Co.Ltd(002683)
Party C: Rongcheng management consulting (Guangdong) partnership (limited partnership)
Party D: Guangdong zhongkeyue Micro Technology Development Co., Ltd
(i) Organization and its generation
1. The military industry group adheres to the party’s leadership. Strengthen party building and Party leadership, and unswervingly adhere to the absolute leadership of Party organizations over enterprises. Adhere to the principle that the Party committee takes the direction, manages the overall situation and ensures implementation. The military industry group has established a party committee, which is directly managed by the Party committee of Guangdong Environmental Protection Group.
2. The company has a general meeting of shareholders, a board of directors, a supervisor and a president. The functions and powers of each organization shall be implemented in accordance with the relevant provisions of the company law. If there are special arrangements, they shall be implemented in accordance with the provisions of this agreement.
3. The general meeting of shareholders of the company is composed of all shareholders and is the highest authority of the company.
4. The board of Directors consists of 5 directors, including 3 non independent directors and 2 independent directors. Among the non independent directors, one is recommended by Party A, one is recommended by Party B, and one employee representative director is elected by the employee congress (or the employee congress). The chairman is elected by the board of directors, and the first chairman is recommended by Party B. 5. There is one supervisor recommended by Party D.
6. The management team shall be employed in a market-oriented manner by the board of directors, with a president and co presidents.
7. The chairman is the legal representative of the company.
（2） Special agreement on the operation of the company
Hierarchical approval according to the investment amount: investment projects with an amount of more than 50% of the latest audited net assets or registered capital or an amount of more than 100 million yuan (it refers to a single event or the cumulative calculation of the same event within 12 months, the same below), which shall be deliberated by the general meeting of shareholders; investment projects with an investment amount of more than 30% of the latest audited net assets or registered capital or an investment amount of more than 50 million yuan shall be examined and approved by the board of directors; other investment projects shall be examined and approved by the president.
（3） Operating period
1. The operation period of military industry group is long-term. The date of issuance of the business license shall be the date of establishment of the company.
2. In case of liquidation of the company, each party shall distribute according to their respective investment proportion according to law.
（4） Liability for breach of contract
1. During the establishment and operation of the military industry group, if either party fails to perform this agreement, violates the guarantee, commitment or the agreement of both parties, or causes losses to the other parties due to either party, it shall be deemed as breach of contract. The breaching party shall compensate the observant party for the direct losses caused thereby, so that the interests of the observant party will not be damaged. However, if it is unable to perform this agreement due to force majeure, it shall be exempted from its liability for breach of contract.
2. If each shareholder fails to pay its capital contribution as agreed, in addition to making up its due capital contribution to the company, it shall also pay liquidated damages to the observant party. The liquidated damages shall be paid at 0.05% of the unpaid capital contribution.
（5） Settlement of disputes
In case of any dispute during the performance of this agreement, the shareholders shall resolve it through negotiation; If the negotiation fails, either party can bring a lawsuit to the court with jurisdiction where the military industry group is located.
5、 Purpose of establishing military industry group and its impact on the company
As the main platform for the development of military industry by state-owned assets in Guangdong Province, military industry group is an important starting point for the Guangdong provincial Party committee and provincial government to promote the development of military civilian integration industry in Guangdong. With the mission of integrating military industry resources inside and outside Guangdong Province and improving the overall status of military industry in Guangdong Province, the company takes military industry investment and military industry incubation as its core business, and faces the two markets of military trade and China, the military industry group will be built into a national local military industry leading enterprise with global vision, world influence and Chinese characteristics in China’s military industry, bringing sustainable benefits to the shareholders of the company Stable and growing return on investment. The military industry group implements the state-owned assets leading and market-oriented operation mode. After its establishment, it can make full use of the leading advantages of state-owned assets, strengthen the leadership of the party and the guidance of Party construction, implement the strategic deployment of the provincial Party committee and the provincial government, undertake the key tasks of national and provincial military industry, and promote the development and growth of strategic emerging industries in our province; On the other hand, the military industry group will make good use of the market mechanism, make production and operation close to market changes, attract high-level technical talents and continuously improve market competitiveness through flexible and efficient operation mechanism.
After its establishment, according to the national military strategy and the urgency of our military needs, combined with the advantageous industries and resources of Guangdong Province, the military industry group planned and developed business segments such as research institute, equipment manufacturing and digital technology around China’s foreign military industry market, and built a number of relevant platforms.
The company’s participation in the establishment of the military industry group is in line with the company’s strategic development direction. The source of funds is its own funds, which will not have an adverse impact on the company’s operation and financial status.
6、 Various related party transactions with related parties as of the disclosure date
From the beginning of this year to the disclosure date, the related party transactions between the company and Guangdong Environmental Protection Group and its controlled subsidiaries are as follows:
