Citic Securities Company Limited(600030)
About Eve Energy Co.Ltd(300014)
And verification opinions on financial assistance provided by subsidiaries to holding subsidiaries
Citic Securities Company Limited(600030) (hereinafter referred to as ” Citic Securities Company Limited(600030) “) as the sponsor of Eve Energy Co.Ltd(300014) (hereinafter referred to as ” Eve Energy Co.Ltd(300014) ” and “the company”) to issue A-share shares to specific objects, In accordance with the provisions of relevant laws, regulations and normative documents such as the measures for the administration of securities issuance and listing recommendation business, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, We have carefully verified that Eve Energy Co.Ltd(300014) and its subsidiaries intend to use their own and self raised funds to provide a total of no more than 4 billion yuan of financial assistance to the holding subsidiary Hubei Yiwei Power Co., Ltd. (hereinafter referred to as “Yiwei power”) and its subsidiaries, and express the following verification opinions:
1、 Overview of external investment and financial assistance
Eve Energy Co.Ltd(300014) at the 45th meeting of the 5th board of directors held on March 10, 2022, the proposal on financial assistance provided by the company and its subsidiaries to the holding subsidiaries was deliberated and approved, and the company and its subsidiaries were agreed to use their own and self raised funds to provide a total financial assistance of no more than 4 billion yuan to the holding subsidiary Yiwei power and its subsidiaries, The loan interest rate shall not be lower than the bank loan interest rate in the same period, and the specific loan content shall be subject to the loan contract finally signed.
This financial assistance is a prudent decision made based on the business development needs of the subsidiary and will not affect the normal business development and fund use of the company and its subsidiaries, It does not belong to the situation that financial assistance is not allowed under the provisions of the Shenzhen Stock Exchange gem stock listing rules, Shenzhen Stock Exchange listed companies self regulatory guidance No. 2 – standardized operation of GEM listed companies, etc.
In accordance with the relevant provisions of the Shenzhen Stock Exchange GEM Listing Rules and the management system for external financial assistance, the financial assistance matters need to be submitted to the general meeting of shareholders of the company for deliberation.
The above matters do not constitute related party transactions, nor do they constitute major asset restructuring stipulated in the administrative measures for major asset restructuring of listed companies.
2、 Basic information of recipients of financial assistance
1. Name: Hubei Yiwei Power Co., Ltd
2. Unified social credit Code: 914208000500011598
3. Type: other limited liability companies
4. Address: No. 68, Jingnan Avenue, Duodao District, Jingmen high tech Zone
5. Legal representative: Liu Jincheng
6. Registered capital: 94003443371 yuan
7. Business scope: licensed items: Class II value-added telecommunications services (items that must be approved according to law can only be carried out after being approved by relevant departments, and the specific business items shall be subject to the approval documents or licenses of relevant departments) general items: import and export of goods; Technology import and export; Research and development of emerging energy technologies; Battery manufacturing; Battery sales; Research and development of new material technology; Manufacturing of synthetic materials (excluding hazardous chemicals); Sales of synthetic materials; Recycling and echelon utilization of waste power batteries of new energy vehicles (excluding hazardous waste management); Manufacturing of auto parts and accessories; Sales of special electronic equipment; Sales of power electronic components; Sales of electronic components and electromechanical components and equipment; Manufacturing of new energy prime mover equipment; Sales of new energy prime mover equipment; Sales of electric accessories of new energy vehicles; Sales of new energy vehicle power exchange facilities; Sales of new energy vehicle production and testing equipment; Manufacturing of metal materials; Sales of metal materials; Sales of new metal functional materials; Sales of high-performance non-ferrous metals and alloy materials; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Housing lease; Non residential real estate leasing; Land use right lease; Battery rental; Mechanical equipment leasing; Loading, unloading and handling (except for the licensed business, it can independently operate the projects not prohibited or restricted by laws and regulations).
8. Description of ownership structure and relationship
Name of shareholder subscribed capital contribution (yuan) shareholding ratio
Eve Energy Co.Ltd(300014) 925289,798.33 98.43%
Huizhou Jinshi No.1 enterprise management service partnership (limited partnership) 114729837 0.12%
Huizhou Jinshi No.2 enterprise management service partnership (limited partnership) 40044419 0.04%
Huizhou Jinshi No.3 enterprise management service partnership (limited partnership) 24722435 0.03%
Huizhou Jinshi No.6 enterprise management service partnership (limited partnership) 20355300 0.02%
Huizhou Jinshi No.7 enterprise management service partnership (limited partnership) 20947454 0.02%
Huizhou Jinshi No.8 enterprise management service partnership (limited partnership) 107549970 0.11%
Huizhou Jinshi No.9 enterprise management service partnership (limited partnership) 120799415 0.13%
Huizhou Jinshi No.10 enterprise management service partnership (limited partnership) 61139904 0.07%
Huizhou Jinshi No.11 enterprise management service partnership (limited partnership) 33752783 0.04%
Huizhou Jinshi No.12 enterprise management service partnership (limited partnership) 38712072 0.04%
Huizhou Jinshi No. 13 enterprise management service partnership (limited partnership) 37675803 0.04%
Huizhou Jinshi No.14 enterprise management service partnership (limited partnership) 13915625 0.01%
Huizhou Jinshi No. 15 enterprise management service partnership (limited partnership) 126943013 0.14%
Huizhou Jinshi No. 16 enterprise management service partnership (limited partnership) 267431540 0.28%
Huizhou Jinshi No.17 enterprise management service partnership (limited partnership) 31236129 0.03%
Jingmen Jinshi No.1 enterprise management service partnership (limited partnership) 151517402 0.16%
Jingmen Jinshi No.2 enterprise management service partnership (limited partnership) 61954115 0.07%
Jingmen Jinshi No.3 enterprise management service partnership (limited partnership) 32938571 0.04%
Jingmen Jinshi No.5 enterprise management service partnership (limited partnership) 28867513 0.03%
Jingmen Jinshi No.6 enterprise management service partnership (limited partnership) 21835685 0.02%
Jingmen Jinshi No.7 enterprise management service partnership (limited partnership) 16802376 0.02%
Jingmen Jinshi No.8 enterprise management service partnership (limited partnership) 14359741 0.02%
Jingmen Jinshi No.10 enterprise management service partnership (limited partnership) 31236129 0.03%
Jingmen Jinshi No.11 enterprise management service partnership (limited partnership) 9104375 0.01%
Luo Jinhong 37009623 0.04%
Liu Yiqing 8882309 0.01%
Total 94003443371 100%
Among the other shareholders of Yiwei power, the executive partners of all institutional investors are Huizhou Jinshi Enterprise Management Service Co., Ltd. the shareholders of the company are Du Yanliu and Zhang Sijie, and there is no affiliated relationship with the company; The natural person investor Ms. Luo Jinhong is the actual controller of the company, and Ms. Liu Yiqing is the child of the actual controller of the company and the related natural person of the company.
As of the date of issuance of this verification opinion, the company holds 98.43% of the shares of Yiwei power, which can effectively control its production and operation, finance, fund management, important personnel arrangements and other aspects; The financial assistance is provided unilaterally by the company and its subsidiaries. Other shareholders of Yiwei power have a low shareholding ratio and do not provide corresponding financial assistance and guarantee according to their contribution ratio and the same conditions as the company. The company and its subsidiaries charge occupation fees not lower than the bank loan interest rate according to the actual loan amount and time. There is no case of transferring interests to related parties or damaging the interests of the company and all shareholders.
9. Main financial indicators
Unit: 10000 yuan
Project September 30, 2021 (Unaudited) December 31, 2020 (audited)
Total assets 8978579848885941
Total liabilities 7660439730467471
Net assets 13181401 184.69
Project January September 2021 (Unaudited) year 2020 (audited)
Operating income 2328562825807573
Net profit -8397162904108
Note: the financial data of Yiwei power listed in the above table are the data of consolidated statements.
10. In 2021, the company and its subsidiaries provided a total of 2 Zhejiang East-Asia Pharmaceutical Co.Ltd(605177) 900 yuan of financial assistance to Yiwei power and its subsidiaries for daily operation and development. There is no failure to pay off the financial assistance in time after the expiration of the financial assistance.
11. Yiwei power does not belong to the dishonest executee.
3、 Main contents of this financial assistance and main terms of the contract
1. Financial support object: Hubei Yiwei Power Co., Ltd. and its subsidiaries
2. Amount of financial assistance: no more than 4 billion yuan. Loans will be provided by stages according to the capital needs
3. Purpose of funds: mainly used for the operation and development needs of subsidiaries
4. Source of funds: self owned or self raised funds of the company and its subsidiaries
5. Loan interest rate and term: the loan interest rate shall not be lower than the bank loan interest rate of the same period. The specific loan interest rate and loan term shall be subject to the actually signed loan contract.
4、 Financial aid risk analysis and risk control measures
The company’s power battery business has a good market prospect and is in a rising period. It has a large demand for capital. The company and its subsidiaries intend to provide financial assistance to Yiwei power and its subsidiaries with their own and self raised funds without affecting the normal business development and capital use, which is conducive to improving the overall capital use efficiency of the company, Promote the smooth development of the company’s power battery business.
As of the date of issuance of this verification opinion, the company holds 98.43% of the shares of Yiwei power, and the shareholding proportion of other shareholders of Yiwei power is relatively small. As the controlling shareholder of Yiwei power, the company can effectively control its production and operation, finance, fund management and important personnel arrangements, and the risk of providing financial assistance is controllable. Therefore, the company does not require other shareholders to provide corresponding financial assistance and guarantee according to their proportion of capital contribution and the same conditions as the company. The loan fund of this financial assistance will be paid in batches according to the actual operation needs of Yiwei power and its subsidiaries, and the company will accumulate
