Huatai United Securities Co., Ltd
About Shanghai Aiko Solar Energy Co.Ltd(600732)
Verification opinions on capital increase to related parties and related party transactions
Huatai United Securities Co., Ltd. (hereinafter referred to as "Huatai united" or "sponsor") as the sponsor of Shanghai Aiko Solar Energy Co.Ltd(600732) (hereinafter referred to as " Shanghai Aiko Solar Energy Co.Ltd(600732) " or "company") for non-public issuance of A-Shares in 2020, in accordance with the administrative measures for securities issuance and listing sponsor business In accordance with the relevant provisions of the Listing Rules of Shanghai Stock Exchange and the guidelines for the continuous supervision of listed companies of Shanghai Stock Exchange, the company has carefully and prudently verified the related party transactions of the company and issued this verification opinion. The details are as follows:
1、 Overview of this capital increase to related parties and related party transactions
(I) contents of this transaction
Based on the strategic development plan of Shanghai Aiko Solar Energy Co.Ltd(600732) (hereinafter referred to as "the company"), in order to strengthen the upstream and downstream cooperation of the industry, give full play to the leading advantages of all parties in all links of the photovoltaic industry chain and achieve win-win cooperation, the company plans to participate in the capital increase of Guangdong Gaojing in the form of cash contribution. The specific capital increase price is the same as that of the non affiliated third party participating in the capital increase of Guangdong Gaojing in the same period, The contribution amount is 250 million yuan, accounting for 2.12% of the equity after the capital increase (the specific registration data of the Administration for Industry and Commerce shall prevail). As Guangdong Gaojing is a related party of the company, the capital increase of the company to Guangdong Gaojing constitutes a related party transaction. The price of this capital increase is determined by the parties involved in the capital increase through consultation. The capital increase is carried out at the price of 38.5 yuan per registered capital. The capital increase price of the company is the same as that of the non affiliated third party participating in the capital increase of Guangdong Gaojing in the same period. According to the actual capital contribution of the company, this capital increase does not need to be submitted to the general meeting of shareholders for deliberation and approval of relevant government departments. In addition to the daily related party transactions between the company (including its subsidiaries) and Guangdong Gaojing and its subsidiaries previously disclosed, no other related party transactions related to capital increase have occurred between the company and Guangdong Gaojing and its subsidiaries in the last 12 months until the disclosure of this related party transaction.
The above-mentioned connected transactions do not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies.
(I) introduction to related party relationship
Mr. Yu Xinjing, a director of Guangdong Xinjing stock exchange, became a related party of the company on May 3, 2023 in accordance with Article III of the rules of Guangdong stock exchange.
(II) basic information of related parties
Name of related party: Guangdong Gaojing Cecep Solar Energy Co.Ltd(000591) Technology Co., Ltd
Unified social credit Code: 91440400ma53f9ad58
Nature of enterprise: other limited liability companies
Registered address: unit B25, second floor, building 4, No. 153, Rongao Road, Hengqin new area, Zhuhai
Legal representative: Xu Zhiqun
Registered capital: 285614800
Equity structure: before the capital increase, the shareholder structure of Guangdong Gaojing was as follows:
No. shareholder name paid in capital ratio
(10000 yuan)
1 Zhuhai Tianyan Investment Co., Ltd. 928600 32.52%
2 Zhuhai Huajin Fengying No.3 equity investment fund partnership (limited partnership) 596868 20.90%
3 Tianjin harmonious Haihe equity investment partnership (limited partnership) 570766 19.98%
4 Ningbo Guofu Yongzhi venture capital partnership (limited partnership) 570766 19.98%
5 Zhuhai Huajin Fengying No. 9 equity investment fund partnership (limited partnership) 117749 4.12%
6 Zhuhai Zhulian enterprise management partnership (limited partnership) 714.00 2.50%
Total 2856149 100.00%
Business scope: manufacturing of photovoltaic equipment and components; Sales of photovoltaic equipment and components Cecep Solar Energy Co.Ltd(000591) heat utilization product sales Cecep Solar Energy Co.Ltd(000591) heat utilization equipment sales; Research and development of special electronic materials; Manufacturing of special electronic materials; Sales of electronic special materials; Manufacturing of mechanical and electrical equipment; Manufacturing of special equipment for semiconductor devices; Sales of special equipment for semiconductor devices; Manufacturing of non-metallic mineral products; Sales of non-metallic minerals and products; Sales of electrical and mechanical equipment; Technology intermediary services; Import and export of goods; Technology import and export. (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).
Development status of the company: Guangdong Gaojing was established on July 3, 2019. The company plans to build 50gw large-size monocrystalline silicon wafer project in Zhuhai, Guangdong. The first phase of 15gw large-size monocrystalline silicon wafer project has been completed in 2021, and the third phase of 20GW large-size monocrystalline silicon wafer project is expected to be put into operation in 2023. At present, various production and operation activities of Guangdong Gaojing are being carried out in an orderly manner. With the development of Guangdong Gaojing's production and operation, it has the ability to stably supply raw materials to the company. The company's incorporation into the supply chain management system will help stabilize the company's raw material supply and improve the stability of the company's operation.
Financial position:
Main financial indicators December 31, 2020 November 30, 2021
The total assets are 251 million yuan and 6.461 billion yuan
Net assets: 246 million yuan, 1012 million yuan
Main financial indicators 2020 January November 2021
The operating income is 89100 yuan and 1965580200 yuan
The net profit is 8500 yuan and 112375300 yuan
Note: the above data has not been audited.
(III) other instructions
The company is independent of the above-mentioned related parties in terms of property rights, business, assets, creditor's rights and debts, personnel, etc. 3、 Main contents of the capital increase agreement
(I) agreement subject
Party A: Guangdong Gaojing Cecep Solar Energy Co.Ltd(000591) Technology Co., Ltd
Party B:
Party B 1: Tianjin Haihe Kerui equity investment fund partnership (limited partnership)
Party B 2: Shanghai Aiko Solar Energy Co.Ltd(600732)
Party B 3: Zhuhai Zhulian No.2 enterprise management partnership (limited partnership)
Party B 4: Zhuhai Zhulian No.3 enterprise management partnership (limited partnership)
Party B 5: Zhuhai Zhulian No.4 enterprise management partnership (limited partnership)
Party B 6: Shenzhen Qianfan Qihang No.1 private equity investment fund partnership (limited partnership)
Party B 7: Shanghai odeli equity investment management partnership (limited partnership)
Party C:
Party C 1: Zhuhai Tianyan Investment Co., Ltd
Party C 2: Zhuhai Zhulian enterprise management partnership (limited partnership)
Party C 3: Zhuhai Zhulian No.1 enterprise management partnership (limited partnership)
Party C 4: Tianjin harmonious Haihe equity investment partnership (limited partnership)
Party C 5: Ningbo Guofu Yongzhi venture capital partnership (limited partnership)
Party C 6: Zhuhai Huajin Fengying No. 9 equity investment fund partnership (limited partnership)
Party C 7: Zhuhai Huajin Fengying No.3 equity investment fund partnership (limited partnership)
Party D:
Ding Fang1: Xu Zhiqun
Party D 2: Qinghai Gaojing Cecep Solar Energy Co.Ltd(000591) Technology Co., Ltd
Party D 3: Guangdong Jinwan Gaojing Cecep Solar Energy Co.Ltd(000591) Technology Co., Ltd
Party D 4: Guangdong Zhuhai Xiangzhou Gaojing Cecep Solar Energy Co.Ltd(000591) Technology Co., Ltd
(II) capital increase method
1. Capital increase this time
The parties agree that Party B and Party C 4 intend to subscribe for the additional registered capital issued by Party A in cash at the following price and amount:
The premium of the amount of capital increase subscribed by the subscriber for each registered capital increase is included in the capital public purchase price (yuan) (10000 yuan) (10000 yuan) and the amount of accumulation fund (10000 yuan)
Party B 1 38.5 cash 225.58868500845942
Party C 4 38.5 cash 519.4820 Ping An Bank Co.Ltd(000001) 948052
Party B 2 38.5 cash 649.3525 China Vanke Co.Ltd(000002) 435065
Party B 3 26.95 cash 129.87350000337013
Party B 4 26.95 cash 129.87350000337013
Party B 5 38.5 cash 129.875 Shenzhen Guohua Network Security Technology Co.Ltd(000004) 87013
Party B 6 38.5 cash 129.875 Shenzhen Guohua Network Security Technology Co.Ltd(000004) 87013
Party B 7 38.5 cash 124.6948 Oceanwide Holdings Co.Ltd(000046) 7532
Total 20385875485007344643
Note: Party B 3 and Party B 4 in the above table are "ESOP" (employee stock ownership plan)
(employee stock ownership plan), the agreement stipulates that the company's newly increased registered capital shall be subscribed at 70.00% of the actual price of each yuan of registered capital in this round of capital increase.
2. Synchronous financing arrangement
The parties agree that Party A shall have the right to pay the price per 1 day within 30 working days (including the day) after the signing of this agreement
To issue additional registered capital ("contemporaneous financing") to Party B and Party C 4 or other institutions or persons other than the above-mentioned parties ("subsequent investors") at the price of RMB 38.5 registered capital. Each party irrevocably waives the preemptive right to exercise Party A's newly increased registered capital under the contemporaneous financing. All parties agree and confirm that the financing in the same period and this capital increase belong to the same investment round.
Any rights, interests and privileges enjoyed by subsequent investors under the transaction documents financed in the same period, and / or the terms and conditions under other transaction documents ("priority rights of contemporaneous financing"), (I) where they are superior to the rights, terms and conditions of Party B and Party C 4 under the transaction documents related to this capital increase, Then Party B and Party C 4 shall automatically enjoy the better priority of financing in the same period, and the priority of exercising the better priority of financing in the same period shall not be inferior to that of subsequent investors; (II) where the rights, terms and conditions are the same as those of Party B and Party C 4 under the transaction documents related to this capital increase, the priority of Party B and Party C 4 in exercising these rights shall not be inferior to that of subsequent investors.
3. Purpose of capital increase price
Party A shall mainly use the capital increase price for the following purposes related to its main business. Party A shall not change it without the deliberation and approval of Party A's shareholders' meeting in accordance with the relevant provisions under the shareholders' agreement: the R & D and production expansion of photovoltaic single crystal pull rod and slicing links and the supplement of working capital related to the above business.
(III) equity structure after capital increase
After the capital increase, the registered capital of Guangdong Gaojing increased from 285614800 yuan to 3060006 yuan
The equity structure after the capital increase is as follows:
No. name of shareholder / proportion of paid in capital after capital increase
(10000 yuan)
1 Zhuhai Tianyan Investment Co., Ltd. 928600 30.35%
2 Tianjin harmonious Haihe equity investment partnership (limited partnership) 622714 20.35%
3 Zhuhai Huajin Fengying No.3 equity investment fund partnership (limited partnership) 596868 19.51%
4 Ningbo Guofu Yongqi venture capital partnership (limited)
