Soochow Securities Co.Ltd(601555)
About Svg Tech Group Co.Ltd(300331)
Provide verification opinions on the amount of financial assistance and related party transactions to the holding subsidiaries
Soochow Securities Co.Ltd(601555) (hereinafter referred to as ” Soochow Securities Co.Ltd(601555) ” or “sponsor”) as a sponsor of Svg Tech Group Co.Ltd(300331) (hereinafter referred to as “company” or ” Svg Tech Group Co.Ltd(300331) “) issuing shares to specific objects (hereinafter referred to as “this offering”), In accordance with the provisions of relevant laws and regulations and normative documents such as the measures for the administration of securities issuance and listing recommendation business, the rules for the listing of shares on the gem of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of listed companies on the gem, The amount of financial assistance provided by Svg Tech Group Co.Ltd(300331) to the holding subsidiary and related party transactions were carefully verified. The verification results are as follows: I. overview of financial assistance and related party transactions
The company held the fourth meeting of the Fifth Board of directors and the fourth meeting of the Fifth Board of supervisors on March 11, 2022, and deliberated and adopted the proposal on providing financial assistance and related party transactions to holding subsidiaries, In order to support the business development of the company’s holding subsidiaries Suzhou weiyeda Touch Technology Co., Ltd. (hereinafter referred to as “weiyeda”) and Suzhou Mata Photoelectric Technology Co., Ltd. (hereinafter referred to as “Mata photoelectric”), meet their capital turnover and daily operation needs, reduce the company’s financial cost and improve the efficiency of capital use, without affecting the normal operation of the company, It is agreed that the company will provide weiyeda with financial assistance of no more than 100 million yuan and maita optoelectronics with financial assistance of no more than 60 million yuan with its own funds, and the loan period shall not exceed 12 months. The validity period of such financial assistance matters is that the financial assistance contract is valid within one year from the date of deliberation and approval by the general meeting of shareholders of the company, and the loan interest rate is not lower than the benchmark loan interest rate published by the people’s Bank of China for the same period. The matters related to the amount of financial assistance provided this time will not affect the normal business development and capital use of the company, and do not belong to the situation that financial assistance shall not be provided as stipulated in the Listing Rules of GEM stocks of Shenzhen Stock Exchange and the self regulatory guidelines for listed companies of Shenzhen Stock exchange No. 2 – standard operation of listed companies on GEM.
In accordance with relevant laws and regulations such as the Listing Rules of Shenzhen Stock Exchange on the gem, the self regulatory guidelines for listed companies on the Shenzhen Stock Exchange No. 2 – standardized operation of listed companies on the gem, and the provisions of the articles of association and the financial assistance management system, Among the minority shareholders of weiyeda, Weizhou Guangxian technology partnership (limited partnership) in Suzhou Industrial Park (hereinafter referred to as “Weizhou Guangxian”), Jiang Lin and Suzhou XunTong Technology Co., Ltd. (hereinafter referred to as “XunTong”), the minority shareholders of maita optoelectronics, are related parties of the company. The financial assistance constitutes a related party transaction, However, it does not constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies, does not constitute a reorganization and listing, and does not need to be approved by relevant departments. Meanwhile, the minority shareholders of weiyeda and maita optoelectronics failed to provide financial assistance to weiyeda and maita Optoelectronics in the same proportion according to the proportion of capital contribution. This matter needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation. 2、 Basic information of financial assistance objects
(I) Suzhou weiyeda Touch Technology Co., Ltd
1. Basic information
Unified social credit Code: 91320594060176059g
Enterprise type: limited liability company
Registered address: No. 478, Zhongnan street, Suzhou Industrial Park
Date of establishment: December 28, 2012
Registered capital: 88235294 yuan
Legal representative: Zhou Xiaohong
Business scope: product R & D, sales and technical services of conductive film materials, touch sensors, touch panels and new photoelectric components; Production of conductive film; Mold development, manufacturing and sales; R & D, design, manufacturing and sales of computers; Provide relevant technical consultation and services; Engage in the import business of mechanical equipment, spare parts, raw and auxiliary materials required for production and the export business of self-produced products. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
2. Ownership structure
Name of shareholder subscribed capital contribution (10000 yuan) shareholding ratio
Svg Tech Group Co.Ltd(300331) 5,220.00 59.16%
Suzhou Industrial Park universal touch technology partnership (limited partnership) 885.00 10.03%
Zhou Xiaohong 795.00 9.01%
Suzhou Industrial Park Weizhou Guangxian technology partnership (limited partnership) 794.12 9.00%
Gongqingcheng taigeweina investment partnership (limited partnership) 529.41 6.00%
Hu Chaoyun 300.00 3.40%
Jiang Lin 150.00 1.70%
Yang zhe 150.00 1.70%
Total 882353 100.00%
Weiyeda is a holding subsidiary of the company, with a shareholding ratio of 59.16%. Videocom holds 40.00% equity of Weizhou Guangxian, a minority shareholder of weiyeda, and is the executive partner of Weizhou Guangxian. Ms. Chen Yu, the controlling shareholder of videocom, is the daughter of Mr. Chen Linsen, the controlling shareholder and actual controller of the company; Zhu Zhijian, director and President of the company, Jiang Lin, director and vice president, and Li Lingling, chief financial officer, jointly hold 20.00% equity of Weizhou Guangxian. Jiang Lin, director and vice president, holds 1.70% equity of weiyeda. According to the Shenzhen Stock Exchange GEM Listing Rules, self regulatory guidelines for listed companies No. 2 – standardized operation of GEM listed companies and the articles of association, Weizhou Guangxian and Mr. Jiang Lin, the minority shareholders of weiyeda, are the related parties of the company.
3. Key financial data
Unit: 10000 yuan
September 30, 2021 December 31, 2020
Total assets 25427122771670
Total liabilities 32893423284174
Net assets -746630 -512503
Project from January to September 2021 to 2020
Operating income 810932663351
Net profit -266244 -264426
Note: the financial data of the third quarter of 2021 has not been audited.
4. Other
Weiyeda does not have judicial measures such as pledge, seizure and freezing, nor does it belong to the person subject to dishonesty. (II) Suzhou maita Photoelectric Technology Co., Ltd
1. Basic information
Unified social credit Code: 91320594ma1wr1a28w
Enterprise type: limited liability company
Registered address: No. 68, Xinchang Road, Suzhou Industrial Park, Suzhou area, China (Jiangsu) pilot Free Trade Zone
Date of establishment: June 22, 2018
Registered capital: 60 million yuan
Legal representative: Wang Qinhua
Business scope: R & D, design, production and sales: photoelectric films, micro nano optical elements, photoelectric materials and products, precision molds, and provide maintenance services and after-sales services; Technology development, technical consultation, technical service and technology transfer in the field of photoelectric science and technology; Engage in the import and export business of the above commodities and technologies. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
2. Ownership structure
Name of shareholder subscribed capital contribution (10000 yuan) shareholding ratio
Svg Tech Group Co.Ltd(300331) 3,080.00 51.33%
Suzhou Video Communication Technology Co., Ltd. 292000 48.67%
Total Shanghai Pudong Development Bank Co.Ltd(600000) 100.00%
Mata optoelectronics is a holding subsidiary of the company, with a shareholding ratio of 51.33%. Ms. Chen Yu, the controlling shareholder of videocom, a minority shareholder of maita optoelectronics, is the daughter of Mr. Chen Linsen, the controlling shareholder and actual controller of the company. According to the Shenzhen Stock Exchange gem stock listing rules, self regulatory guidelines for listed companies No. 2 – standard operation of GEM listed companies and the articles of association, Videocom, a minority shareholder of maita optoelectronics, is a related party of the company.
3. Key financial data
Unit: 10000 yuan
Project September 30, 2021 December 31, 2020
Total assets 455565867960
Total liabilities 112884474459
Net assets 342681393501
Project from January to September 2021 to 2020
Operating income 127050920000
Net profit -514.57 -923.25
Note: the financial data of the third quarter of 2021 has not been audited.
4. Other
Mata optoelectronics does not have judicial measures such as pledge, seizure and freezing, nor does it belong to the person subject to breach of trust. 3、 Basic information of related parties
(I) Suzhou Video Communication Technology Co., Ltd
1. Company name: Suzhou Video Communication Technology Co., Ltd
2. Unified social credit Code: 91320594ma1mfcgh42
3. Enterprise type: limited liability company (sole proprietorship of natural person)
4. Registered address: room 329, B07 floor, No. 199, Ren’ai Road, Suzhou Industrial Park
5. Date of establishment: February 19, 2016
6. Registered capital: 1 million yuan
7. Legal representative: Chen Yu
8. Business scope: computer information technology development; Technology development, technical consultation, technology transfer and technical services in the field of Electronic Science and technology and computer software and hardware technology; Business incubation management; Exhibition Service; Enterprise management training (excluding vocational certificate training uniformly recognized by the state); Incubation of science and technology projects; Sales: computer software and hardware, electronic products, communication equipment, office equipment, engaged in the import and export business of the above commodities. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
9. Ownership structure
Name of shareholder subscribed capital contribution (10000 yuan) contribution proportion
Chen Yu 100.00%
total
