Shanghai Zhezhong Group Co.Ltd(002346)
Announcement on supplementary consideration of related party transactions
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、 Basic information of related party transactions
(I) review
Shanghai Zhezhong Group Co.Ltd(002346) (hereinafter referred to as “the company” or ” Shanghai Zhezhong Group Co.Ltd(002346) “) found through self inspection during the preparation of the annual report in 2021 that the company had a related party transaction with Zhongjing (Jiaxing) Semiconductor Co., Ltd. (later renamed Guojing (Jiaxing) Semiconductor Co., Ltd., hereinafter referred to as “Guojing semiconductor” or “original buyer”) in 2021. The company held the 16th meeting of the 4th board of directors and the 10th meeting of the 4th board of supervisors on March 9, 2022, deliberated and adopted the proposal on supplementary deliberation of related party transactions. Related directors Lu Renjun, Jiang Lufeng, Ma Yuhua and Ma Jiajie avoided voting, and the independent directors of the company issued prior approval opinions and independent opinions on the related party transactions.
(II) supplementary disclosure of related party transactions
The company signed the memorandum of contract with Jiyong Co., Ltd. and Jiyong Co., Ltd. in April 2021. In view of the equipment procurement contract signed by Guojing semiconductor with Jiyong Co., Ltd. and Jiyong Co., Ltd. in December 2019 and June 2020 respectively (hereinafter referred to as the “original procurement contract”), in order to improve the efficiency of capital utilization, Obtain the rental income, agree with Jiyong Co., Ltd. and Jiyong Co., Ltd. that the buyer of the original procurement contract is changed to Shanghai Zhezhong Group Co.Ltd(002346) , and the company obtains all the rights of the original procurement contract equipment. The amount of the original procurement contract is paid by the company to Guojing semiconductor, and the payment for goods not paid to Jiyong Co., Ltd. and Jiyong Co., Ltd. is stipulated in the original procurement contract, Guojing semiconductor will continue to pay according to the original contract. At the same time, the company signed the equipment lease contract with Guojing semiconductor. Guojing semiconductor will pay the lease fee to Shanghai Zhezhong Group Co.Ltd(002346) at the price of 10 million yuan per year from the date when the company actually delivered the lease object to it and both parties signed the handover document. The lease period is 16 years in total.
In May 2021, the company applied to Bank Of Ningbo Co.Ltd(002142) for issuing a bank acceptance bill of RMB 100 million to pay the original purchase contract amount of Guojing semiconductor. Guojing semiconductor pledged the bill to Bank Of Communications Co.Ltd(601328) for issuing import and export letters of credit and purchasing equipment.
In July 2021, in order to make a follow-up development plan, the company initially conducted a feasibility analysis on the capital increase of Shanghai Zhezhong Group Co.Ltd(002346) to Guojing semiconductor and included it in the scope of consolidated statements. Considering the possibility of the above matters, the company signed a supplementary agreement on the memorandum of contract with Jiyong Co., Ltd. and Jiyong Co., Ltd., and all parties agreed to terminate the original memorandum, Meanwhile, the lease contract between Guojing semiconductor and Shanghai Zhezhong Group Co.Ltd(002346) was cancelled. Guojing semiconductor replaces the bank acceptance bill with bank deposit as security deposit and releases the pledge of the bill; In July 2021, Guojing semiconductor transferred and endorsed the bill to the company. After the company received the above bank acceptance bill, the bill was no longer used.
This transaction constitutes a related party transaction, does not belong to the major asset reorganization specified in the administrative measures for major asset reorganization of listed companies, does not constitute the occupation of non operating funds by related parties, and the related party transaction has been lifted. This matter shall be submitted to the general meeting of shareholders for deliberation.
2、 Basic information of participants
1. Name: Guojing (Jiaxing) Semiconductor Co., Ltd
2. Registered address: room 251, building 2, No. 3339 linggongtang Road (Jiaxing Science and technology city), Nanhu District, Jiaxing City, Zhejiang Province 3. Unified social credit Code: 91330402ma2bcg149p
4. Registered capital: RMB 180 million
5. Date of establishment: December 12, 2018
6. Legal representative: Lu Renjun
7. Business scope: production and sales of semiconductor separators and special electronic materials; Technology development, technical consultation, technical service and technology transfer of electronic technology, new material technology and photoelectric technology; Road freight transportation; Engaged in import and export business. (for projects subject to approval according to law, business activities can only be carried out after being approved by relevant departments) 8. Description of related party relationship: on the date of this related party transaction, Lu Renjun, the chairman of the company, served as the chairman of Guojing semiconductor, Jiang Lufeng, Ma Yuhua and Ma Jiajie, the directors of the company, and Ma Yuhua, the director of the company, served as the general manager of Guojing semiconductor.
9. Guojing semiconductor operates normally, is not a dishonest person to be executed, and there is no obstacle to the ability to perform the contract. 10. The main financial data in recent two years are as follows:
Unit: Yuan
202112.31 202012.31
Paid in capital 1151500 China Baoan Group Co.Ltd(000009) 9350000000
Total assets 188010965726122262204569
Total liabilities 77084920429221919535119
Net assets 110926045297100142669450
20212020
Operating income 23210881168142
Net profit -50166241531181189116
3、 Pricing basis of related party transactions
The purpose of this transaction is to obtain stable rental income. From the date when the company actually delivers the lease object to Guojing semiconductor and both parties sign the handover document, the company will charge Guojing semiconductor a lease fee at the price of 10 million yuan / year for a total of 16 years. The company applies to Bank Of Ningbo Co.Ltd(002142) for issuing a bank acceptance bill of 100 million yuan to pay the original purchase contract amount of Guojing semiconductor, The company did not directly repay funds to Guojing semiconductor.
Due to the business arrangement of the company, the related party transaction has been terminated by consensus of all parties, and there is no actual delivery of equipment and capital.
4、 Main contents of this transaction agreement
(I) memorandum of contract (signed on: April 28, 2021)
Party A: Shanghai Zhezhong Group Co.Ltd(002346)
Party B: Jiyong Commercial Co., Ltd
Party C: Jiyong Commercial Co., Ltd
Whereas:
Party B signed zjjx-ync (HK) 001 contract (hereinafter referred to as “original contract (I)”) on December 18, 2019 to sell five fine surface E-300 prime 300mm edge polishing machines at the contract price of four hundred and fifty million yen, and the buyer has paid the contract advance payment;
Party C signed zjjx-ync (HK) 002 contract (hereinafter referred to as “original contract (II)”) on June 17, 2020 to sell 12 sets of wire saw multi wire cutting machines. The contract price is one billion thirty-two million yen only, and the buyer has paid the contract advance payment;
In accordance with relevant laws and regulations and through friendly negotiation, all parties agree to make the following arrangements:
1. The buyer of the original contract (I) and the original contract (II) is changed to Party A. except that the obligation and responsibility to pay the contract price to Party B and Party C are still borne by the original buyer, other rights and obligations of the original buyer are undertaken by Party A, and Party A obtains all rights of the contract subject equipment.
2. The total contract price specified in the original contract (I) and the original contract (II) shall be paid in full by Party A to the original buyer; According to the provisions of the original contract, the original buyer shall continue to pay for the goods that have not been paid to Party B and Party C according to the provisions of the original contract and perform all obligations and responsibilities related to payment.
3. In case of any inconsistency between this Memorandum and the original contract (I), the original contract (II) and the supplementary agreement, this Memorandum shall prevail.
4. Except for the above matters expressly agreed in this memorandum or otherwise specified, other matters shall still be implemented in accordance with the provisions of the original contract (I), the original contract (II) and the supplementary agreement.
(II) equipment lease contract (signing date: April 28, 2021)
1. Lessor: Shanghai Zhezhong Group Co.Ltd(002346)
Lessee: Zhongjing (Jiaxing) Semiconductor Co., Ltd. (now renamed “Guojing (Jiaxing) Semiconductor Co., Ltd.”)
2. Lease object:
(1) Fine surface E-300 prime 300mm edge polishing machine, five sets;
(2) Wire saw cutting machine, 12 sets.
3. Purpose of equipment: the lessee uses the leased object for industrial production
4. Lease fee and payment
Both parties agree that from the date when the company actually delivers the lease object to Guojing semiconductor and both parties sign the handover document, Party B shall pay the lease fee annually, the lease fee is 10 million yuan / year and the lease term is 16 years. Both parties can also negotiate and agree on the payment method and lease term of the lease fee according to the actual situation.
5. Rights and obligations of both parties
5.1 the company promises not to infringe the legal rights of Guojing semiconductor in the leased subject matter.
5.2 the company has the right to collect rent from Guojing semiconductor according to this agreement, and has the right to inspect the condition of the leased object at any time without affecting the normal operation of Guojing semiconductor.
5.3 Guojing semiconductor has the right to use the lease object in accordance with the agreement.
5.4 Guojing semiconductor has the obligation to properly use and maintain the leased object, and shall eliminate all possible faults and dangers in time to avoid all possible hidden dangers. In case of any damage or loss caused by improper use and maintenance of Guojing semiconductor, it shall be compensated.
6. Contract termination and liability for breach of contract
6.1 if Guojing semiconductor fails to pay the rent in accordance with the provisions of the contract, it shall pay liquidated damages to Shanghai Zhezhong Group Co.Ltd(002346) at one thousandth of the overdue payment for each overdue day. If Guojing semiconductor violates its obligations under this agreement, Shanghai Zhezhong Group Co.Ltd(002346) has the right to take back the subject matter of the lease. If losses are caused to Shanghai Zhezhong Group Co.Ltd(002346) Guojing semiconductor, it shall compensate. In case of any defect in the lease agreement, both parties shall no longer have the legal liability for the use of the subject matter of this agreement, except for the actual settlement period of this agreement.
(III) supplementary agreement on the memorandum of contract (signing date: July 13, 2021)
Party A: Shanghai Zhezhong Group Co.Ltd(002346)
Party B: Jiyong Commercial Co., Ltd
Party C: Jiyong Commercial Co., Ltd
Party A, Party B and Party C signed the memorandum of contract on April 28, 2021 for zjjx-ync (HK) 001 contract (subject matter: five fine surface E-300 prime 300mm edge polishing machines) and zjjx-ync (HK) 002 contract (subject matter: Twelve wire saw cutting machines). Now, through friendly negotiation, all parties have unanimously decided to terminate the memorandum of contract. Zjjx-ync (HK) 001 contract and zjjx-ync (HK) 002 contract shall still be performed by the parties to the original contract in accordance with the provisions of the original contract.
5、 Impact of this transaction on the company
In order to improve capital utilization efficiency and obtain rental income, the company implemented this related party transaction. Due to the business arrangement of the company, the related party transaction was terminated by consensus of all parties, and the company did not actually deliver equipment and fund.
The company’s related party transactions failed to fulfill the relevant review procedures in time. The board of directors of the company has asked the relevant departments of the company to attach great importance to them. The company will further implement the internal control management system, improve the contract approval process and financial management system, strictly perform the review and disclosure procedures of related party transactions, and prevent similar situations from happening again. 6、 Accumulated various connected transactions with the connected person
On the disclosure date, there was no related party transaction between the company and Guojing semiconductor.
7、 Prior approval opinions of independent directors and independent opinions
Prior approval of independent directors: this related party transaction is a supplementary review of previous related party transactions, which is in line with the articles of association and other relevant provisions. In view of the fact that this transaction has been terminated by consensus of all parties, there is no actual equipment delivery and capital settlement, no loss to the company, and no material damage to the interests of the company and shareholders, It is agreed to submit it to the 16th meeting of the 4th board of directors for supplementary consideration without damaging the interests of the company and shareholders, especially minority shareholders. For the above-mentioned related party transactions, which were not submitted to the board of directors for deliberation and approval in time, the company and relevant departments were reminded to pay close attention to prevent similar situations from happening again.
Independent opinion: this related party transaction of the company is based on the realization of rental return income, aiming to improve the utilization of funds. Due to the company’s business arrangement, the related party transaction was terminated by consensus of all parties, and there was no actual delivery of equipment and capital. In order to pay the original purchase contract amount of Guojing semiconductor, the company applied to Bank Of Ningbo Co.Ltd(002142) for issuing a bank acceptance bill of RMB 100 million, which has been transferred and endorsed to the company, and the company received the above bank acceptance bill
