Securities code: Qingdao Tgood Electric Co.Ltd(300001) securities abbreviation: Qingdao Tgood Electric Co.Ltd(300001) Announcement No.: 2022019 Qingdao Tgood Electric Co.Ltd(300001)
With regard to the announcement on the shareholding and related party transactions of some directors in the subsidiaries of the spin off, 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.
1、 Introduction to this transaction
The company held the second meeting of the Fourth Board of directors on January 31, 2019 The first extraordinary general meeting of shareholders in 2019 was held on February 19, 2019, which considered and approved the proposal on the implementation of equity incentive plan and related party transactions by special calls, the proposal on capital increase and share expansion and related party transactions by special calls, and the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the equity incentive plan by special calls, The company reviewed matters related to the special call equity incentive plan (hereinafter referred to as the “equity incentive plan”) and agreed to increase the capital of the special call by the shareholding platform established by the incentive object. For details, see the announcement on the implementation of the special call equity incentive plan and related party transactions (Announcement No.: 2019005) and other announcements disclosed by the company in the designated media. On May 24, 2019, the shareholding platforms Qingdao telaijin No. 1 Management Consulting Co., Ltd. (hereinafter referred to as “telaijin No. 1”) and Qingdao telaijin No. 2 Management Consulting Co., Ltd. (hereinafter referred to as “telaijin No. 2”) were established.
On May 26, 2019, telagin called to convene the shareholders’ meeting and agreed to increase the capital of telagin 1 and telagin 2. The shareholder telagin 1 contributed 268554 million yuan in currency, of which 9.39 million yuan was included in the registered capital and 174654 million yuan was included in the capital reserve; The shareholder telaijin No. 2 contributed 258258 million yuan in currency, of which 9.03 million yuan was included in the registered capital and 167958 million yuan was included in the capital reserve. Up to now, Teledyne No. 1 holds 2.02% of the shares of Teledyne and Teledyne No. 2 holds 1.94% of the shares of Teledyne. Among them, Yu Dexiang, chairman of the company and Chen Zhongqiang, director of the company, hold the following shares in Teledyne No. 1 and Teledyne No. 2:
Serial number name company position Shareholding on shareholding platform
1. Chairman Yu Dexiang holds 31.95% of shares in telaijin No. 1
2. Director Chen Zhongqiang holds 10.65% of shares in telaijin No. 1
17.61% of shares held in telaijin No. 2 (including the shares repurchased by the resigned incentive objects but not yet completed the industrial and commercial change registration). This part of shares is not actually held by Dexiang and is reserved for other incentive objects by the shareholding platform. According to the equity incentive plan, Yu Dexiang, the chairman of the company, repurchases the shares of the resigned incentive objects as reserved shares. Mr. Yu Dexiang has the right to grant the repurchased shares to other incentive objects again. If the shares have not been granted to other incentive pairs beyond the sales restriction period of the equity incentive plan
For example, Qingdao Tgood Electric Co.Ltd(300001) shall repurchase the shares from the self holding platform within 6 months after the sales restriction period.
The directors of the company participate in the equity incentive plan and indirectly hold the special call shares by subscribing the capital contribution of the shareholding platform. The above equity transactions constitute related party transactions.
On March 7, 2022, the company held the third meeting of the Fifth Board of directors and the second meeting of the Fifth Board of supervisors, both of which considered and approved the proposal on the shareholding and related party transactions of some directors and senior managers in the spin off of their subsidiaries. The independent directors of the company approved the transaction in advance and expressed their agreed independent opinions. Matters related to the listing of companies on the Shenzhen Stock Exchange shall be submitted to the shareholders’ meeting for deliberation in accordance with the relevant laws and regulations of the Shenzhen Stock Exchange. This connected transaction does not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies. 2、 Basic information of related parties
Mr. Yu Dexiang is the chairman of the company and Mr. Chen Zhongqiang is the director of the company. In addition, Mr. Yu Dexiang is the actual controller of the company. According to the regulations of Shenzhen Stock Exchange gem stock listing rules, Mr. Yu Dexiang and Mr. Chen Zhongqiang are the related natural persons of the company. Upon inquiry, Mr. Yu Dexiang and Mr. Chen Zhongqiang are not the Executees of dishonesty.
3、 Basic information of related party transactions
(I) basic information of special calls
Company name: tedai new energy Co., Ltd
Corporate nature limited liability company (invested by Hong Kong, Macao and Taiwan, unlisted)
Unified social credit code 91370222395815801f
Date of establishment: September 4, 2014
The registered capital is 929.98 million yuan
Legal representative: Guo Yongguang
Address: room 808, floor 8, No. 336, Songling Road, Laoshan District, Qingdao, Shandong Province
Permitted projects: various engineering construction activities; Power supply business; The second category of value-added telecommunications services; Import and export of goods. (for projects that must be approved according to law, business activities can be carried out only after being approved by relevant departments, and the specific business projects shall be subject to the approval documents or licenses of relevant departments) general projects: operation of electric vehicle charging infrastructure; Centralized fast charging station; Motor vehicle charging sales; Charging pile sales; Manufacturing of power transmission and distribution and control equipment; Business scope of new energy vehicle electrical accessories sales; Internet data services; Big data services; Development of artificial intelligence application software; Network and information security software development; Research and development of Internet of things technology; Internet of things application services; Internet of things equipment sales; Internet sales (except sales of goods requiring license); Information consulting services (excluding licensed information consulting services); Software development; Software sales; Information system operation and maintenance services; Information technology consulting services; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Parking service; Engineering management services; new
Energy vehicle sales; Car Rental; Advertising production; Advertising release (non radio, television and newspaper publishing units).
(except for the items that must be approved according to law, the company shall independently carry out business activities according to law with its business license)
(II) equity structure
As of the disclosure date of this announcement, the equity structure of the special call is as follows:
No. shareholder name contribution amount (yuan) shareholding ratio
1 Qingdao Tgood Electric Co.Ltd(300001) 722680,000 777092%
2 China State owned enterprise restructuring fund Co., Ltd. 34 million 3.6560%
3 Venus Growth Company limited 24,940000 2.6818%
4 Shenzhen CDH Xinjia equity investment fund partnership (limited partnership) 20.4 million 2.1936%
5 Qingdao telaijin No.1 Management Consulting Co., Ltd. 187800002.0194%
6 Qingdao telaijin No.2 Management Consulting Co., Ltd. 180600001.9420%
7 Qingdao Jinyang equity investment partnership (limited partnership) 1566 Ping An Bank Co.Ltd(000001) .6839%
8 Qingdao Honghu equity investment partnership (limited partnership) 127200001.3678%
9. Guoxin Capital Co., Ltd. 115250001.2393%
10 Qingdao henghuitai Industrial Development Fund Co., Ltd. 5 Shanghai Pudong Development Bank Co.Ltd(600000) 0.6022%
11 Zhongchuang yongte (Foshan) equity investment partnership (limited partnership) 43000000.4624%
12 Shenzhen Gaopeng win win venture capital enterprise (limited partnership) 11200000.1204%
13 Xinye (Guangzhou) equity investment partnership (limited partnership) 1150000.0124%
14 Ceningan Investment Pte Ltd 13,690000 1.4721%
15 Shanghai Jiushi industry investment fund partnership (limited partnership) 34200000.3677%
16 Qingdao tierui investment partnership (limited partnership) 34 Shanghai Pudong Development Bank Co.Ltd(600000) .3721%
17 Xiamen Junrui junju investment consulting partnership (limited partnership) 82200000.8839%
Smart Internet Telecom ark (Shenzhen) venture capital fund partnership
18 (limited partnership) 34200000.3677%
19 Three Gorges Green Industry (Shandong) equity investment partnership (limited partnership) 20500000.2204%
20 Sino Russian energy cooperation equity investment fund (Qingdao) partnership (limited partnership) 13700000.1473%
21 Eve Energy Co.Ltd(300014) 1,370000 0.1473%
22 Guangdong dezaihou Qifu equity investment partnership (limited partnership) 13700000.1473%
23 Shenzhen mammoth future investment partnership (limited partnership) 6800000.0731%
24 Qingdao huazi Shengtong equity investment fund partnership (limited partnership) 6800000.0731%
25 Ningbo Meishan free trade port Zeyu investment partnership (limited partnership) 3500000.0376%
Total 92998 Shenzhen Ecobeauty Co.Ltd(000010) 0.00%
(III) main financial indicators of special calls
Unit: 10000 yuan
Project 202112.31202012.31201912.31
/2021 / 2020 / 2019
Total assets 676442565222610845170681
Net assets 22089292161817973711276
Operating income 310392811924982521290273
Net profit -320267 -1397654 -773749
Note: the financial data of the last three years have been audited.
4、 Pricing policy and basis of related party transactions
The pricing policy and basis of this related party transaction have been approved by the Fourth Board of directors of the company held on January 31, 2019
