Securities code: 603335 securities abbreviation: Guangdong Dcenti Auto-Parts Stock Limited Company(603335) Announcement No.: 2021-061 Guangdong Dcenti Auto-Parts Stock Limited Company(603335)
Announcement on capital increase and related party transactions of the company’s holding subsidiaries
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Important content tips:
Guangdong Weima, the holding subsidiary of the company, plans to increase the registered capital by RMB 17 million to hold shares in the middle and senior management team of the company. Guangzhou Renwei, the company’s related party, and Shaoguan Dawei, the non related party, plan to subscribe for the above-mentioned newly increased registered capital of Guangdong Weima at the price of RMB 17 million, of which Guangzhou Renwei subscribed for the capital increase by RMB 8.5 million in currency, Shaoguan Dawei subscribed 8.5 million yuan of capital increase in currency, and the original shareholders of Guangdong Weima gave up the preemptive right to increase capital.
Except for this related party transaction, the company has no related party transaction with Guangzhou Renwei in the past 12 months. 1、 Overview of related party transactions
(i) Basic information of transaction
Guangdong Dcenti Auto-Parts Stock Limited Company(603335) (hereinafter referred to as “the company”) convened the seventh meeting of the third board of directors on December 22, 2021, deliberated and adopted the proposal on capital increase and related party transactions of the company’s holding subsidiary, Guangdong Weima New Material Technology Co., Ltd. (hereinafter referred to as “Guangdong Weima”) ）The phase I production line for recycling, treatment and resource utilization of new energy lithium batteries has entered normal production and operation. Based on the optimistic outlook on the future of the industry and the careful research of the company, in order to expand the operation and production scale as soon as possible and strengthen the cohesion and stability of the company’s operation and management team, Guangdong Weima, the holding subsidiary of the company, plans to increase the registered capital by 17 million yuan to hold shares in the middle and senior management team of the company, The company’s related parties Guangzhou Renwei enterprise management partnership (limited partnership) (hereinafter referred to as “Guangzhou Renwei”) and non related parties Shaoguan Dawei enterprise management partnership (limited partnership) (hereinafter referred to as “Shaoguan Dawei”) ）It is proposed to subscribe for the above proposed additional registered capital of Guangdong Weima at the price of RMB 17 million, of which Guangzhou Renwei subscribed for the capital increase of RMB 8.5 million in currency and Shaoguan Dawei subscribed for the capital increase of RMB 8.5 million in currency. The original shareholders of Guangdong Weima gave up the preemptive right of capital increase, and the capital increase is intended to supplement the special fund for production line equipment of phase II of Guangdong Weima, Accelerate the second phase production line of new energy lithium battery recycling and resource utilization.
After the capital increase, the registered capital of Guangdong Weima will increase from 283 million yuan to 300 million yuan, and the equity of Guangdong Weima held by the company will be reduced from 55% to 51.89%. Guangdong Weima is still the holding subsidiary of the company, and the scope of the company’s consolidated statements will not be changed.
（2） Since the supervisors and senior managers of the company hold 38.24% of the shares of Guangzhou Renwei in total, according to the provisions of the stock listing rules of Shanghai Stock Exchange and the guidelines for the implementation of related party transactions of listed companies on Shanghai Stock Exchange, based on prudence, Guangzhou Renwei is the related party of the company, and this transaction belongs to related party transactions.
Except for this related party transaction, the company has no related party transaction with Guangzhou Renwei in the past 12 months. （3） This transaction does not constitute a major asset restructuring stipulated in the administrative measures for major asset restructuring of listed companies, and there are no major legal obstacles to the implementation of the transaction.
（4） This transaction has been deliberated and approved at the 7th Meeting of the third board of directors of the company. This matter is within the scope of the deliberation 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 transaction parties
(i) Introduction to related parties
1. Company name: Guangzhou Renwei enterprise management partnership (limited partnership)
2. Unified social credit Code: 91440101ma9y82gexa
3. Type: limited partnership
4. Address: room 1602, No. 1, Yinfeng 1st Street, Nansha street, Nansha District, Guangzhou (office only)
5. Executive partner: Liang Yongchao
6. Subscribed capital contribution: RMB 8.5 million
7. Business scope: enterprise management; Enterprise management consulting; Engaging in investment activities with its own funds; Information consulting services (excluding licensed information consulting services)
8. Date of establishment: December 8, 2021
9. Major partners / related relationships:
Name of main partner, proportion of capital contribution (%) and relationship with the company
Li bichan 17.65 senior management of the company
Qin Wanqi 8.24 senior management of the company
Zhang Dan 5.88 senior management of the company
Wu Qiuping 3.53 supervisor of the company
Li Yongjia 2.35 senior management of the company
Li Huatang 0.59 supervisor of the company
Other 31 natural person partners 61.76
Guangzhou Renwei is a limited partnership specially established by the company for this transaction.
10. Main business development: Guangzhou Renwei is specially established for this transaction and has not yet carried out actual business.
（2） Introduction to non related parties
1. Company name: Shaoguan Dawei enterprise management partnership (limited partnership)
2. Unified social credit Code: 91440224ma7dm3wn13
3. Type: limited partnership
4. Address: 303, floor 3, office building, No. 3, Xinzhuang Industrial Park (nonferrous metal circular economy industrial base), Zhoutian Town, Renhua county, Shaoguan City
5. Executive partner: Du Yuanfu
6. Subscribed capital contribution: RMB 8.5 million
7. Business scope: enterprise management; Enterprise management consulting; Engaging in investment activities with its own funds; Information consulting services (excluding licensed information consulting services)
8. Date of establishment: December 20, 2021
9. Shaoguan Dawei is a limited partnership specially established by the company for this transaction.
10. Main business development: Shaoguan Dawei is specially established for this transaction and has not yet carried out actual business.
3、 Basic information of the subject matter of related party transactions
(i) Basic information of the target company
Company name: Guangdong Weima New Material Technology Co., Ltd
Date of establishment: January 13, 2020
Company type: other limited liability companies
Registered address: 203, floor 2, office building 3, nonferrous metals circular economy industrial base, Zhoutian Town, Renhua county, Shaoguan City, Guangdong Province
Name of legal representative: Qin Wanqi
Registered capital: RMB 283 million
Main business: carry out new energy waste lithium battery recycling, treatment, resource utilization and other related businesses. （2） Shareholders of the subject company
Equity ratio before capital increase:
No. shareholder name contribution method contribution amount contribution proportion (10000 yuan)
1. Land use of Shaoguan Zhongda Zinc Industry Co., Ltd. 5300.0018 73% right, in kind
2. Shaoguan Zhonghong Metal Industry Co., Ltd. 7435.0026 27%
3 Guangdong Dcenti Auto-Parts Stock Limited Company(603335) currency 15565.0055 00%
Total 28300.00100.00 00%
Equity ratio after this capital increase:
No. shareholder name contribution method contribution amount contribution proportion (10000 yuan)
1. Land use of Shaoguan Zhongda Zinc Industry Co., Ltd. 5300.0017 67% right, in kind
2. Shaoguan Zhonghong Metal Industry Co., Ltd. 7435.0024 78%
3 Guangdong Dcenti Auto-Parts Stock Limited Company(603335) currency 15565.0051 89%
4 Guangzhou Renwei enterprise management partnership (limited currency 850.002.83%)
5 Shaoguan Dawei enterprise management partnership (limited currency 850.002.83%)
Total 30000.00100.00 00%
Note: the original shareholders of Guangdong Weima all give up the preemptive right of capital increase.
（3） Main financial data indicators
The phase I production line of Guangdong Weima was put into production in August 2021, which is the test operation stage. As of September 30, 2021, the total assets of Guangdong Weima were 405653600 yuan and the net assets were 277237800 yuan. From July to September 2021, the operating revenue was 77.508 million yuan and the net profit was 4.0353 million yuan.
（4） The ownership of the shares to be increased is clear, there is no mortgage, pledge or any other restriction on transfer, there is no litigation, arbitration or judicial measures such as seizure and freezing, and there are no other circumstances that hinder the transfer of ownership. This transaction does not involve personnel resettlement, land lease, etc.
4、 Reasons for this transaction and its impact on the company
The capital increase of Guangdong Weima, the holding subsidiary of the company, is mainly based on the needs of the company’s business planning and development strategy, which is conducive to accelerating the production expansion of Guangdong Weima, the holding subsidiary of the company, promoting the phase II production line of recycling and resource utilization of new energy lithium batteries as soon as possible, establishing a more reasonable and effective ownership structure and increasing the cohesion and stability of the company’s team, It will not have a significant impact on the company’s financial status, main business and sustainable operation ability, which is conducive to the listed company’s further optimization of resource allocation, in line with the company’s overall operation and strategy, and will not affect the scope of the company’s consolidated statements.
5、 Pricing policy and basis of transaction
The capital increase price is determined by the shareholders of Guangdong Weima through consultation based on the proposed new registered capital, based on the operation of Guangdong Weima, combined with the future development of the industry, the research and evaluation of the company’s business planning, following the objective, fair and fair pricing principle.
6、 Main contents of the capital increase agreement
The company plans to sign a capital increase agreement with Shaoguan Zhonghong Metal Industry Co., Ltd., Shaoguan Zhongda Zinc Industry Co., Ltd., Guangzhou Renwei and Shaoguan Dawei on this capital increase. The main contents are as follows:
Party A (original shareholder): Guangdong Dcenti Auto-Parts Stock Limited Company(603335)
Party B (original shareholder): Shaoguan Zhonghong Metal Industry Co., Ltd
Party C (original shareholder): Shaoguan Zhongda Zinc Industry Co., Ltd
Party D (new shareholder): Guangzhou Renwei enterprise management partnership (limited partnership)
Party e (new shareholder): Shaoguan Dawei enterprise management partnership (limited partnership)
(i) Capital and share increase
1. The registered capital of Guangdong Weima company increased from 283 million yuan to 300 million yuan, and the increased registered capital is 17 million yuan.
2. The new shareholder Party D subscribed 8.5 million yuan of capital increase in currency, and party e subscribed 8.5 million yuan of capital increase in currency.
3. The original shareholders a, B and C agree and confirm to waive the priority of subscribed capital contribution to the newly increased registered capital. 4. The parties confirm that after the capital increase, the equity changes of Guangdong Weima company are as follows:
Form of contribution subscribed by shareholders proportion of equity
Party A’s monetary contribution is 155.65 million yuan, 51.89%
Party B’s non monetary contribution is 74.35 million yuan, 24.78%
Party C’s non monetary contribution is 53 million yuan, 17.67%
Party D contributes RMB 8.5 million in currency 2.83%
Party e contributed RMB 8.5 million in currency 2.83%
（2） Capital increase period
1. Party D subscribed RMB 8.5 million in currency for the capital increase of Guangdong Weima company, which shall be paid in full after the effectiveness of this Agreement and before January 1, 2024.
2. Party e subscribed RMB 8.5 million in currency for the capital increase of Guangdong Weima company, which shall be paid in full after the effectiveness of this Agreement and before January 1, 2024.
Note: Guangzhou Renwei was established on December 8, 2021, with a subscribed registered capital of 8.5 million yuan. At present, 7.7 million yuan has been paid in, and the rest will be paid in as soon as possible; Shaoguan Dawei was established in December 2021
