Huatai United Securities Co., Ltd
About Masterwork Group Co.Ltd(300195) holding subsidiary
Verification opinions on renewal of cooperation agreement and related party transactions with Heidelberg Beijing
Huatai United Securities Co., Ltd. (hereinafter referred to as “Huatai united” or “sponsor”) as the sponsor of Tianjin Changrong Technology Group Co., Ltd. (hereinafter referred to as ” Masterwork Group Co.Ltd(300195) ” or “company”), in accordance with the Listing Rules of gem shares of Shenzhen Stock Exchange The guidelines for self discipline supervision of listed companies No. 2 – standardized operation of companies listed on the gem, the measures for the administration of securities issuance and listing recommendation business and other relevant provisions have verified the renewal of the cooperation agreement and related party transactions between the holding subsidiary and Heidelberg printing equipment (Beijing) Co., Ltd. (hereinafter referred to as “Heidelberg Beijing”), The details are as follows:
1、 Overview of related party transactions
(I) basic information of related party transactions
Masterwork Group Co.Ltd(300195) held the 44th meeting of the 4th board of directors on December 11, 2019, considered and passed the proposal on the holding subsidiary’s intention to sign a cooperation agreement and related party transactions with Heidelberg Beijing, and the holding subsidiary of the company, EVA Huaxin Financial Leasing Co., Ltd. (hereinafter referred to as “EVA Huaxin”) signed a cooperation agreement with the related party Heidelberg Beijing, For cooperation in the field of financial leasing of printing equipment, Heidelberg Beijing recommended relevant customers to evergreen Huaxin for financing, and entered into corresponding financial leasing contracts. EVA Huaxin will pay the corresponding service fee to Heidelberg Beijing after signing the financial leasing contract with the relevant lessee and Issuing the equipment payment. The above agreement shall be valid for two years from the effective date of the contract. For details, see the announcement on the holding subsidiary’s intention to sign a cooperation agreement and related party transactions with Heidelberg Beijing (Announcement No.: 2019147) disclosed by the company on cninfo.com on December 12, 2019. The matter has been deliberated and approved by the seventh extraordinary general meeting of shareholders in 2019 held on December 27, 2019.
Now the above agreement has expired. Due to business needs, EVA Huaxin plans to continue cooperation with Heidelberg Beijing and sign the cooperation agreement again.
(II) relationship
Ms. Li Li, the chairman, President, controlling shareholder and actual controller of the company, serves as the shareholder representative supervisor of Heidelberger Druckmaschinen AG (hereinafter referred to as “Heidelberg”), the parent company of Heidelberger Beijing, and holds masterworkmachine s à RL through Tianjin Mingxuan Investment Co., Ltd. (hereinafter referred to as “Mingxuan investment”) (hereinafter referred to as “EVA Luxemburg”) has 100% equity. EVA Luxemburg holds 2574377shares in Heidelberg, accounting for 8.46% of its total shares at present; Gao Mei, the director of the company, served as the investment manager of Mingxuan. According to the relevant provisions of the Shenzhen Stock Exchange GEM Listing Rules (revised in 2020), the self regulatory guidelines for listed companies No. 2 – standardized operation of GEM listed companies and the articles of association, Heidelberg Beijing is the related party of the company.
(III) review
On March 9, 2022, the 23rd Meeting of the 5th board of directors of the company considered and passed the proposal on renewing the cooperation agreement and related party transactions between the holding subsidiary and Heidelberg Beijing. The related directors Li Li and Gao Mei avoided voting, and five non related directors should participate in the voting. The proposal was adopted with 5 votes in favor, 0 votes against and 0 abstentions. The independent directors recognized the connected transaction in advance and expressed independent opinions on the connected transaction. The 21st Meeting of the 5th board of supervisors of the company deliberated and approved the proposal and issued audit opinions. The sponsor Huatai United Securities Co., Ltd. issued verification opinions. This transaction still needs to be approved by the general meeting of shareholders, and the related parties interested in the related party transaction will avoid voting.
This related party transaction does not constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies, and does not need to be approved by relevant departments. The board of directors of the company authorizes the chairman and his authorized personnel to handle the specific matters of this transaction.
2、 Basic information of related parties
(I) basic information
Name: Heidelberg printing equipment (Beijing) Co., Ltd
Unified social credit Code: 91110105717740874t
Type: limited liability company (wholly owned by foreign-invested enterprise legal person)
Address: room 301-1, third floor, building 1, No. 10 Jiuxianqiao Road, Chaoyang District, Beijing
Legal representative: Huang Lianguang
Registered capital: RMB 601419800
Date of establishment: September 14, 1999
Business term: September 14, 1999 to September 13, 2029
Business scope: wholesale, import and export, commission agency of printing equipment and parts, software and consumables (except auction); Provide installation, commissioning, maintenance, training and technical consulting services for the above products; Mechanical equipment leasing; Leasing of computer and communication equipment; Rental of office equipment; after-sale service; Display services; Development of printing software; International trade consulting; estate management; Renting commercial houses; Agent bookkeeping. (market entities shall independently choose business items and carry out business activities according to law; bookkeeping agents and projects subject to approval according to law shall carry out business activities according to the approved contents after being approved by relevant departments; they shall not engage in business activities of projects prohibited and restricted by national and municipal industrial policies).
Up to now, the equity structure of Heidelberg Beijing is as follows:
Shareholder name registered capital (RMB 10000) shareholding ratio (%)
Heidelberg (Shanghai) printing equipment Co., Ltd
Total 6014198 100.00
(II) historical evolution, development of main businesses in the last three years and financial situation of the latest fiscal year
1. Heidelberg is a listed company listed on the “German Stock Exchange”. The company has a long history of more than 170 years. It is a leading enterprise in the world’s printing equipment manufacturing industry and holds the world’s leading printing equipment manufacturing technology. Heidelberg Beijing is a wholly-owned subsidiary of Heidelberg. It was established on September 14, 1999. Since its establishment, the actual controller has not changed.
2. Heidelberg Beijing is mainly engaged in the wholesale, import and export, commission agency of printing equipment and parts, software and consumables, and provides the installation, commissioning, maintenance, training and technical consulting services of the above products.
In the last three years, the operation has been good, the upstream and downstream customers have been stable, and the market share has maintained a high level.
3. The operating revenue of Heidelberg Beijing in 2020 was 150777732117 yuan, the net profit was 4646924390 yuan, and the net assets as of December 31, 2020 were 13174776980 yuan.
(III) Heidelberg Beijing has normal operation, good credit status and good performance ability. It can perform the contract in daily transactions, and there are no major uncertainties affecting its performance ability.
3、 Main contents of the agreement
Party A: evergreen Huaxin Financial Leasing Co., Ltd
Party B: Heidelberg printing equipment (Beijing) Co., Ltd
1. EVA Huaxin and Heidelberg Beijing have reached an agreement to carry out equipment financial leasing business with qualified customers recommended by Heidelberg Beijing.
2. Heidelberg Beijing shall recommend Heidelberg customers who are interested in purchasing machinery and equipment to evergreen Huaxin for financing, and enter into corresponding financial leasing contracts. EVA Huaxin agrees to pay the corresponding service fee to Heidelberg Beijing after entering into a financial lease contract with the lessee recommended by Heidelberg Beijing (including all equipment sold by Heidelberg’s subsidiaries or affiliates in Greater China) and paying the equipment payment to Heidelberg Beijing.
3. The service fee is based on the net financing amount of the financial lease. The net financing amount = equipment amount (including tax) – down payment – down payment of rent paid in advance. Service fee = net financing 1.25%. If either party proposes exceptional conditions for the other party to negotiate, both parties can change and adjust the actual applicable service fee amount in writing (including but not limited to written agreement, email and fax) according to such conditions.
4. This Agreement shall come into force after being signed and sealed by the authorized signatories of both parties. This agreement is valid for two years from the effective date of this agreement.
4、 Pricing policy and basis of transaction
The pricing of this related party transaction follows the principles of fairness and impartiality, and is determined by both parties through consultation with reference to the market price. The transaction price is fair and there is no damage to the interests of the company and shareholders.
5、 Purpose of this transaction and its impact on the company
Heidelberg is the world’s leading supplier of printing equipment. It is a leading enterprise and iconic brand in the industry, with a huge customer base. As a wholly-owned subsidiary of Heidelberg, Heidelberg Beijing is responsible for the sales of all products of Heidelberg in China. Through the strategic cooperation in financial leasing with Heidelberg Beijing, EVA Huaxin can achieve mutual benefit, complementary advantages and common development. In order to further expand the industrial scale, EVA Huaxin plans to extend the cooperation period with Heidelberg Beijing.
This related party transaction is a normal commercial transaction of EVA Huaxin. The transaction between the company and related parties follows the law of market economy and the principle of market fairness, which is in line with the interests of the company and all shareholders.
6、 Risk tips
The renewed cooperation agreement meets the needs of the strategic layout and development of the listed company. The transaction has not been deliberated by the general meeting of shareholders, so there is some uncertainty.
The listed company will fulfill the obligation of information disclosure in time according to the requirements of relevant laws and regulations. Please pay attention to the investment risks.
7、 The total amount of various related party transactions with the related party from the beginning of the year to the disclosure date
From the beginning of 2022 to the signing date of this verification opinion, the total amount of various related party transactions actually occurred between the company and Heidelberg (including other related parties controlled by the same subject or controlled by each other) is 1020360000 yuan (excluding the amount of this transaction).
8、 Prior approval and independent opinions of independent directors
The independent directors of the company issued the following opinions in advance: after careful review, we believe that this connected transaction is a normal commercial transaction of EVA Huaxin, which can achieve mutual benefit, complementary advantages and common development; At the same time, the transaction is an important measure to implement the strategic cooperation between the company and Heidelberg, which meets the needs of the company’s strategic development. The pricing of this related party transaction is fair and reasonable, there is no behavior damaging the interests of the company and shareholders, and it complies with the relevant provisions of relevant laws and regulations, normative documents and the articles of association. We agree to submit this connected transaction to the board of directors of the company for deliberation, and the directors associated with this transaction shall withdraw from voting.
The independent directors of the company expressed the following independent opinions: after careful verification, we have approved the related party transaction in advance. We believe that the transaction has fulfilled the necessary deliberation procedures, and the related directors have avoided voting, which is in line with the relevant provisions of laws and regulations. Through the transaction, EVA Huaxin can continue to carry out business cooperation with Heidelberg Beijing, continuously obtain customer resources and further improve its sustainable profitability. There is no behavior that damages the interests of the company and shareholders and will not affect the independence of the company. We agree to the motion. This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
9、 Verification opinions of the recommendation institution
1. Before submitting the renewal of the cooperation agreement and related party transactions to the board of directors of the listed company for deliberation, the opinions of independent directors have been solicited in advance, and it is agreed to submit the proposal to the 23rd Meeting of the Fifth Board of directors for deliberation.
2. The renewal of the cooperation agreement by the listed company is based on the needs of the operation and management of both parties. The transactions between the company and related parties comply with the relevant provisions of the CSRC, Shenzhen Stock Exchange and the articles of association, and there is no situation that damages the interests of the listed company and minority shareholders.
3. During the deliberation of the proposal, the deliberation procedure was legal and effective, and the related directors avoided voting. The deliberation and voting procedures of related party transactions comply with the relevant provisions of the Listing Rules of Shenzhen Stock Exchange and the articles of association.
In conclusion, we agree to renew the cooperation agreement and submit the proposal to the shareholders’ meeting of the listed company for deliberation.
(no text below)
(there is no text on this page, which is the signature page of the verification opinions of Huatai United Securities Co., Ltd. on the renewal of the cooperation agreement and related party transactions between Masterwork Group Co.Ltd(300195) holding subsidiary and Heidelberg Beijing) sponsor representative (signature):
Wu Xuekong, Ji Lihua
Huatai United Securities Co., Ltd. (official seal) March 9, 2022
