Citic Securities Company Limited(600030)
About Eve Energy Co.Ltd(300014)
Verification opinions on connected transactions
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 Shenzhen Stock Exchange on the gem, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of listed companies on the gem, the matters of Eve Energy Co.Ltd(300014) this connected transaction have been carefully verified, The following verification opinions are issued:
1、 Overview of related party transactions
On March 10, 2022, Eve Energy Co.Ltd(300014) held the 45th meeting of the 5th board of directors, deliberated and adopted the proposal on related party transactions. The company plans to have the following related party transactions:
1. Main contents of related party transactions
Huizhou Yiwei Power Battery Co., Ltd. (hereinafter referred to as “Huizhou Yiwei power”), a subsidiary of the company, plans to cooperate with Guangdong Yiding New Energy Vehicle Co., Ltd. (formerly known as “Guangdong Yiding New Energy Vehicle Co., Ltd.”, a subsidiary of Tibet Yiwei Holding Co., Ltd. (hereinafter referred to as “Yiwei holding”), which is the controlling shareholder, and change its name to Guangdong Yiding New Energy Automobile Co., Ltd. (hereinafter referred to as “Yiding new energy”) signed the house rental contract to rent Yiding new energy’s own office building (hereinafter referred to as “rental house”) located in plot zkd-005-02, Sanhe Village, Tonghu Town, Zhongkai high tech Zone, Huizhou City for power battery office. 2. Association description
As of the date of issuance of this verification opinion, Yiwei holding, the controlling shareholder of the company, directly holds 90% of the equity of Yiding new energy; The company holds 98.43% equity of Hubei Yiwei Power Co., Ltd. (hereinafter referred to as “Yiwei power”), and Yiwei power holds 100% equity of Huizhou Yiwei power through its wholly-owned subsidiary Yiwei Power Hong Kong Co., Ltd.
The above related party transactions are within the authority of the board of directors of the company and do not need to be submitted to the general meeting of shareholders for deliberation and approval, and do not constitute a major asset reorganization as stipulated in the measures for the administration of major asset reorganization of listed companies.
2、 Basic information of related parties
1. Enterprise name: Guangdong Yiding New Energy Vehicle Co., Ltd
2. Unified social credit Code: 91441 Kaiyuan Education Technology Group Co.Ltd(300338) 158948p
3. Enterprise type: other limited liability companies
4. Address: self owned plant in plot zkd-005-02, Sanhe Village, Tonghu Town, Zhongkai high tech Zone, Huizhou City
5. Legal representative: Luo Jinhong
6. Registered capital: 65310667 million
7. Business scope: motor vehicle maintenance; R & D, manufacturing and sales of new energy vehicles; Vehicle affairs agency services, automotive technology consulting services, business information consulting services; Sales: cars, second-hand cars, auto parts and supplies, auto decorations; R & D, production and sales of precision hardware products, plastic parts, on-board energy storage and power generation system and its products; Import and export of goods. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
8. Description of related relationship: as of the date of issuance of this verification opinion, Yiwei holding directly holds 90% equity of Yiding new energy.
9. As of December 31, 2020, the total assets of Yiding new energy were RMB 2129387 million and the net assets were RMB 395866 million. In 2020, Yiding new energy realized an operating revenue of RMB 499698 million and a net profit of RMB -8.2204 million. The above financial data have been audited by Huizhou Taohua Certified Public Accountants (general partnership). 3、 Basic information of the subject matter of related party transactions and main contents of the contract
1. Yiding new energy will lease its own office building located in No. zkd-006-25-02 plot of Guangdong Yiding New Energy Automobile Co., Ltd. in Sanhe Village, Tonghu Town, Zhongkai high tech Zone, Huizhou City to Huizhou Yiwei power. The total construction area of the leased house is 23350 square meters. The purpose of the leased house: for power battery office.
2. The unit rent of the leased house is calculated at RMB 18 per square meter per month (water and electricity charges are calculated separately), and the total monthly rent is fixed at RMB 420300.
3. The lease term of Huizhou Yiwei power is from March 15, 2022 to March 14, 2025. Yiding new energy shall deliver the leased house to Huizhou Yiwei power before March 12, 2022 and go through relevant handover procedures.
4. The ownership of the above-mentioned subject-matter assets is clear, there is no mortgage, pledge or any other restriction on transfer, does not involve litigation, arbitration matters or judicial measures such as seizure and freezing, and there are no other circumstances that hinder the transfer of ownership.
4、 Pricing basis of related party transactions
The house rental price shall refer to the market fair price of the same lot and the historical rental price of Yiding new energy, which shall be determined by both parties through negotiation, and the market pricing shall be implemented.
5、 Transaction purpose and impact on the company
In order to meet the needs of the company’s office land, Huizhou Yiwei power plans to rent its own office building in plot zkd-005-02 of Yiding new energy. The leased house is in the process of handling the house property right certificate, and there is no material obstacle to handling it. The fact that the underlying assets of this connected transaction have not obtained the ownership certificate will not have a significant impact on the company’s financial status and operating results. The pricing principle of this related party transaction is reasonable and fair, which will not have a significant adverse impact on the normal production and operation of the company, nor will it affect the independence of the company, and there is no damage to the rights and interests of the company and all shareholders.
6、 From the beginning of the year to the disclosure date, the total amount of various related party transactions with the related party has been accumulated
From January to February 2022, the total amount of procurement, sales and leasing related to the daily operation of Yiding new energy was 9.8475 million yuan. In addition, the company has no other related party transactions with Yiding new energy (excluding the related party transactions considered and approved at the 45th meeting of the Fifth Board of directors).
7、 Opinions of the board of directors, independent directors and board of supervisors
1. Prior approval opinions of independent directors on related party transactions
The independent directors communicated with the company in advance on this connected transaction and carefully reviewed the proposal on connected transactions to be submitted to the 45th meeting of the 5th board of directors of the company for deliberation. After full discussion, they believed that this connected transaction of the company was necessary for the normal operation of the company and did not harm the interests of listed companies and shareholders. The independent directors unanimously agreed to submit the above proposal to the board of directors of the company for deliberation, and the related directors need to avoid voting.
2. Opinions of the board of directors
The board of directors of the company agreed that Huizhou Yiwei power signed the house lease contract with Yiding new energy to rent the self owned office building of plot zkd-005-02 of Yiding new energy. The above related party transactions comply with the company’s development plan, the pricing is fair and reasonable, and there is no behavior damaging the interests of the company and all shareholders, especially minority shareholders.
3. Independent opinions of independent directors on related party transactions
When the board of directors of the company reviewed the related party transaction, the related directors withdrew, and the review and voting procedures were in line with the provisions of relevant laws, regulations and the articles of association. The leased office building is necessary for the normal operation of the company. The transaction price is determined by both parties through negotiation. The pricing is fair and reasonable, and there is no damage to the rights and interests of the company and all shareholders. The independent directors unanimously agreed on this related party transaction.
4. Opinions of the board of supervisors
All the supervisors of the company agreed that the deliberation procedures of the company’s related party transactions comply with the relevant laws and regulations such as the company law, the securities law and the articles of association, and the transaction price follows the principle of fair pricing, which will not affect the company’s sustainable operation ability, nor damage the interests of the company and all shareholders. 8、 Verification opinions of the recommendation institution
As the sponsor of Eve Energy Co.Ltd(300014) after verification, Citic Securities Company Limited(600030) believes that:
The related party transaction has been deliberated and approved at the 45th meeting of the Fifth Board of directors of the company. The independent directors communicated with the company in advance on the related party transaction. When the board of directors deliberated the related party transaction proposal, the related directors avoided voting, and the independent directors expressed independent opinions. The related party transactions involved in this transaction have fulfilled the necessary decision-making procedures, and comply with the requirements of laws, regulations and normative documents such as the company law, the securities law, the Shenzhen Stock Exchange GEM Listing Rules, as well as the articles of association and other relevant provisions. The transaction price of this related party transaction is determined by both parties through negotiation. The pricing is fair and reasonable, and there is no behavior damaging the interests of the company and all shareholders, especially small and medium-sized shareholders.
In conclusion, the recommendation institution has no objection to Eve Energy Co.Ltd(300014) this related party transaction.
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(there is no text on this page, which is the signature and seal page of Citic Securities Company Limited(600030) verification opinions on Eve Energy Co.Ltd(300014) related party transactions) sponsor representative:
Hu Zhengyuan MM DD YY Shi Songxiang MM DD YY Citic Securities Company Limited(600030) MM DD YY
