Anxin Securities Co., Ltd
About Rayhoo Motor Dies Co.Ltd(002997)
Verification opinions on foreign investment and related party transactions
Anxin Securities Co., Ltd. (hereinafter referred to as “Anxin securities” and “sponsor”) as the sponsor of initial public offering and listing of Rayhoo Motor Dies Co.Ltd(002997) (hereinafter referred to as “002997}” and “company”), in accordance with the administrative measures for securities issuance and listing sponsor business and the stock listing rules of Shenzhen Stock Exchange (revised in 2020) The guidelines for information disclosure of listed companies of Shenzhen Stock Exchange No. 6 – recommendation business and other relevant provisions have carefully verified Rayhoo Motor Dies Co.Ltd(002997) foreign investment and related party transactions. The details are as follows:
1、 Overview of foreign investment and related party transactions
1、 Rayhoo Motor Dies Co.Ltd(002997) with Wuhu Chery Technology Co., Ltd. (hereinafter referred to as “Chery technology”) and Wuhu Yongda Technology Co., Ltd. (hereinafter referred to as “Yongda technology”) ）Jointly invest in the new energy vehicle lightweight parts project. The project is planned to be invested and constructed in Wuhu Economic and Technological Development Zone, Anhui Province. The construction content of the project is mainly the development, design and manufacturing of energy-saving and new energy vehicle precision aluminum alloy die castings. It has an annual production capacity of 500000 sets of large lightweight parts for automobiles after the completion of the project.
Wuhu Ruihu automobile lightweight Technology Co., Ltd. (tentative name, subject to the name approved and registered by the industry and commerce, hereinafter referred to as the “target company”) is jointly funded by the three parties, with a registered capital of RMB 100 million, of which the company holds 45%, Chery technology holds 35% and Yongda technology holds 20%.
2. Chery technology holds 27 million shares (14.71%) of the company. According to article 10.1.3 of the Listing Rules of Shenzhen Stock Exchange, Chery technology is a related party of the company, and this transaction constitutes a related party transaction.
3. Deliberation of the board of directors: the proposal on foreign investment and related party transactions was considered and adopted at the 25th meeting of the second board of directors held by the company on December 29, 2021. The voting results: 8 in favor, 0 against and 0 abstention. The related director Li Lizhong has avoided voting. The independent directors approved the related party transactions in advance and expressed independent opinions.
4. The company’s foreign investment and related party transactions need not be submitted to the general meeting of shareholders for deliberation.
5. The company’s foreign investment and related party transactions do not constitute a major asset reorganization of a listed company as stipulated in the administrative measures for major asset reorganization of listed companies, and do not need to be approved by relevant departments.
2、 Basic information of related parties
(i) Chery Technology
Enterprise name: Wuhu Chery Technology Co., Ltd
Company type: other limited liability companies
Registered capital: RMB 1811.55 million
Unified social credit Code: 913402007330104763
Date of establishment: November 21, 2001
Registered address: Anshan Road, economic and Technological Development Zone, Wuhu City, Anhui Province
Legal representative: Lu Fujun
Business scope of the company: venture capital and venture capital in automobile and parts industry; Storage of general goods; Production, processing and sales of auto parts; Design, R & D and management consulting services for automobiles and parts; Labor dispatch; R & D, production and sales of LED lighting products; Software development and sales; Design, manufacture and sales of automotive equipment; China’s general commodity trade, self-supporting and Acting import and export business of various commodities or technologies, except for commodities and technologies restricted and prohibited by the state. (for projects that must be approved according to law, business activities can be carried out only with the approval of relevant departments. The specific business projects shall be subject to the approval documents or licenses of relevant departments)
Share capital structure: Chery Holding Group Co., Ltd. holds 51% and Chery Automobile Co., Ltd. holds 49%
Actual controller: no actual controller
Main financial data: as of September 30, 2021 (Unaudited), the total assets were 5153.8784 million yuan and the owner’s equity was 3902.8862 million yuan; from January to September, the operating revenue was 891.3533 million yuan and the net profit was 56.2394 million yuan. Description of association relationship: Chery technology holds 27 million equity of the company (shareholding ratio 14.71%), according to the stock listing rules of Shenzhen Stock Exchange 10.1. 3 is the affiliated legal person of the company
Chery technology is not a dishonest person.
（2） Yongda Technology
Enterprise name: Wuhu Yongda Technology Co., Ltd
Company type: other limited liability companies
Registered capital: 5568190133 yuan
Unified social credit Code: 9134020074307211×2
Date of establishment: September 25, 2002
Registered address: Changjiang North Road, Wuhu District, China (Anhui) pilot Free Trade Zone
Legal representative: Wu Xiangyang
Business scope: nonferrous metal casting, forging, machining and nonferrous metal recycling and baking. (for projects that must be approved according to law, business activities can be carried out only with the approval of relevant departments. The specific business projects shall be subject to the approval documents or licenses of relevant departments)
Share capital structure: Wuhu Construction Investment Co., Ltd. holds 51% and Wuhu Chery Technology Co., Ltd. holds 49%
Actual controller: state owned assets supervision and Administration Commission of Wuhu Municipal People’s Government
Description of related relationship: according to article 10.1 of the Listing Rules of Shenzhen Stock Exchange 3. There is no relationship between Yongda technology and the company
Yongda technology is not a dishonest person.
3、 Proposed target company
Enterprise name: Wuhu Ruihu automobile lightweight Technology Co., Ltd. (tentative name, subject to the name approved and registered by the industry and commerce, hereinafter referred to as the target company)
Company type: limited liability company
Registered capital: 100 million yuan
Business scope: manufacturing of auto parts and accessories; Mold manufacturing; Special equipment manufacturing (excluding licensed professional equipment manufacturing); industrial design services; new material technology research and development; technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; nonferrous metal casting; auto parts wholesale; auto parts retail; nonferrous metal alloy sales; mold sales. (subject to the actual approval of the local industrial and commercial registration authority)
Contribution: the company holds 45%, Chery technology 35% and Yongda technology 20%.
Name of shareholder subscribed capital contribution subscribed proportion
Rayhoo Motor Dies Co.Ltd(002997) 45 million yuan 45%
Wuhu Chery Technology Co., Ltd. 35 million yuan 35%
Wuhu Yongda Technology Co., Ltd. 20 million yuan 20%
Total 100 million yuan 100%
4、 Purpose, existing risks and impact on listed companies of this connected transaction
(i) Transaction purpose
Lightweight is an important direction for the development of automobile industry in the future. Precision aluminum alloy is one of the important paths of automobile lightweight. It has broad development prospects in the future. This project is the common demand of all investors. The partners of the project have synergistic advantages in the technology, process, equipment and industrialization development of automobile lightweight parts, and have the ability to perform the contract, which can promote business development.
（2） Existing risks
At present, China’s automotive precision aluminum alloy die casting industry is in the development stage, the industry concentration is low, the market pattern is not stable and mature, there are certain uncertainties in future development, and there are risks that the market development progress of the project company does not meet expectations and the construction capacity can not be digested in time.
The company and all investors will actively take the following countermeasures to deal with risks: (1) reasonably plan the construction project scale: the project construction scale is formulated with reference to the current industry growth rate and the growth of the company’s future capacity-building and business scale, so as to make the capacity scale construction reasonable by analyzing the needs of potential customers and combining the market forecast; (2) Deepen cooperation with existing customers: through long-term accumulation, the company already has a number of customers with stable cooperative relations. In the early stage of the construction of the project, the company will reach an intention with some existing customers as soon as possible, lock business orders and promote full production as soon as possible after the project is put into operation; (3) strengthen the development of emerging customer markets: the company’s main customers are concentrated in the automotive industry and actively seize the opportunity Shanxi Guoxin Energy Corporation Limited(600617) the development opportunity of increasing demand for aluminum die castings by automobiles and increasing the development of new energy vehicle market provide potential market opportunities for the smooth digestion of production capacity of the project.
（3） Impact on the company
The investment follows the principles of voluntary negotiation, fairness and reasonableness, makes capital contributions according to the agreed equity ratio, shares and rights, enjoys rights and bears risks according to law. According to the principles of fairness, impartiality and openness, the above investors negotiate to determine and pay their capital contributions, and bear corresponding responsibilities according to their respective proportion of capital contributions. There is no situation that damages the interests of the company and shareholders, especially small and medium-sized investors.
5、 Since the beginning of the year, the total amount of various related party transactions with the related person has been accumulated
From the beginning of 2021 to the disclosure date, the total amount of various connected transactions with the connected person (including other connected persons controlled by the same subject or controlled by each other) was 7.3032 million yuan.
6、 Opinions of independent directors
The independent directors of the company reviewed the proposal on foreign investment and related party transactions before the meeting of the board of directors and agreed to submit the above related matters to the board of directors for deliberation; He also expressed his independent opinion at the 25th meeting of the second board of directors of the company: the company’s foreign investment and related party transactions are based on the principle of equality and mutual benefit. After friendly negotiation, the related parties contribute in currency. The pricing of related party transactions is fair and reasonable, and there is no damage to the interests of the company and shareholders, especially small and medium-sized shareholders. The implementation of the related party transaction will not affect the normal production and operation of the company, comply with the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange, and there is no situation that damages the interests of the company and other shareholders, especially minority shareholders. When the board of directors of the company considered the related party transaction, the related directors avoided voting, and the voting procedure was legal and effective. Therefore, we agree to the proposal on foreign investment and related party transactions.
7、 Verification opinions of the recommendation institution
After verification, Anxin Securities believes that the above related party transactions have been deliberated and approved at the 25th meeting of the second board of directors of the company, and the related directors withdraw from voting; All independent directors have expressed their prior approval opinions and consent opinions; The related party transaction does not need to be submitted to the general meeting of shareholders for deliberation and approval. The above connected transactions have fulfilled the necessary examination and approval procedures, comply with the relevant provisions of the measures for the administration of securities issuance and listing recommendation business, the stock listing rules of Shenzhen Stock Exchange (revised in 2020), the articles of association and so on, and do not harm the interests of the company and all shareholders. Anxin securities has no objection to Rayhoo Motor Dies Co.Ltd(002997) foreign investment and connected transactions.
(there is no text on this page, which is the signature and seal page of the verification opinions of Anxin Securities Co., Ltd. on Rayhoo Motor Dies Co.Ltd(002997) foreign investment and related party transactions) sponsor representative:
Li Dongyi, sun wenle
Anxin Securities Co., Ltd. December 30, 2021
