Securities code: Shanghai Aiko Solar Energy Co.Ltd(600732) stock abbreviation: Shanghai Aiko Solar Energy Co.Ltd(600732) No.: pro 2022008 Shanghai Aiko Solar Energy Co.Ltd(600732)
Announcement on capital increase to related parties and related party transactions
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents. Important content tips:
Investment target: Guangdong Gaojing Cecep Solar Energy Co.Ltd(000591) Technology Co., Ltd. (hereinafter referred to as “Guangdong Gaojing”).
Investment amount and method: the company plans to participate in the capital increase of Guangdong Gaojing in cash, with an investment amount of 250 million yuan. After the capital increase of Guangdong Gaojing is completed, the company will hold 2.12% equity of Guangdong Gaojing, which shall be subject to the registration data of the Administration for Industry and commerce.
The purpose of this investment is to give full play to the leading advantages of all parties in the upstream and downstream links of the photovoltaic industry chain and achieve win-win cooperation. The price of the company’s participation in this capital increase is the same as that of the non affiliated third party participating in the capital increase of Guangdong Gaojing in the same period. The pricing standard is fair and does not damage the interests of the company and all shareholders. This transaction has been deliberated and approved at the 27th meeting of the 8th board of directors of the company and does not need to be submitted to the general meeting of shareholders of the company for deliberation.
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.
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.
This related party transaction will not affect the business independence of the company, will not form a significant dependence on related parties, and will have an uncertain impact on the operating performance of the company. Please pay attention to the investment risk.
1、 Overview of related party transactions
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. 2、 Introduction to related parties
(I) introduction to related party relationship
Mr. Yu Xinhua, the director of the company, became a director of Guangdong Gaojing on March 5, 2021. According to paragraph (III) of article 6.3.3 of the Listing Rules of Shanghai Stock Exchange, Guangdong Gaojing constitutes a related party of the company. (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 officially put into operation in June 2021, and the second phase of 15gw large-size monocrystalline silicon wafer project has been put into operation in January 2022, Phase III project 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) this capital increase
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 to promote employees to own the company’s shares). The agreement stipulates that their current capital increase shall subscribe to the company’s new registered capital at 70.00% of the actual price of each yuan of registered capital.
2. Synchronous financing arrangement
The parties agree that Party A has the right to issue additional registered capital (“contemporaneous financing”) to Party B and Party C 4 or other institutions or persons other than the foregoing parties (“subsequent investors”) at the price of 38.5 yuan per registered capital within 30 working days (including the day) after the signing of this agreement, Each party irrevocably waives the preemptive right to exercise the newly increased registered capital of Party A under the financing in the same period. 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 for Party B and Party C 4 to exercise such rights shall be followed
