Huatai United Securities Co., Ltd
About Zhejiang Huace Film And Tv Co.Ltd(300133)
Verification opinions on capital increase and share expansion of wholly-owned subsidiaries and related party transactions
Huatai United Securities Co., Ltd. (hereinafter referred to as “Huatai United Securities” or “sponsor”) as a sponsor of Zhejiang Huace Film And Tv Co.Ltd(300133) (hereinafter referred to as ” Zhejiang Huace Film And Tv Co.Ltd(300133) ” and “listed company”) for continuous supervision of stock issuance to specific objects in 2020, in accordance with the administrative measures for securities Issuance and listing sponsor business In accordance with the provisions of relevant laws, regulations and normative documents such as the guidelines for information disclosure of listed companies of Shenzhen Stock Exchange No. 6 – recommendation business, the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange, the Listing Rules of shares on the gem of Shenzhen Stock Exchange, etc., the capital increase and share expansion and related party transactions of Zhejiang Huace Film And Tv Co.Ltd(300133) wholly-owned subsidiaries have been carefully verified, Relevant verification conditions and verification opinions are as follows:
1、 Overview of related party transactions
On December 17, 2021, the listed company held the 17th meeting of the 4th board of directors and the 15th meeting of the 4th board of supervisors to consider and adopt the proposal on capital increase and share expansion of wholly-owned subsidiaries and related party transactions, The listed company agrees to increase the capital of Huace film (Shanghai) Co., Ltd. (hereinafter referred to as “film Shanghai” or “target company”) and introduce Jingning Yuanhui enterprise management partnership (limited partnership), Jingning yuanao enterprise management partnership (limited partnership), Jingning Yuanhao enterprise management partnership (limited partnership) Jingning Yuanxin enterprise management partnership (limited partnership) (hereinafter referred to as “ESOP platform”), the ESOP platform increased the capital of the target company with a total amount of RMB 102.0768 million, all of which were included in the registered capital. Meanwhile, the board of directors of the listed company authorizes Zhejiang Huace Film And Tv Co.Ltd(300133) management to fully formulate and implement specific plans within the scope of laws and regulations, including but not limited to the scope of shareholding employees, management rules of shareholding platform, signing of relevant agreements, etc. The independent directors approved the related party transaction in advance and expressed independent opinions.
The ESOP platform includes 54 partners, including 5 directors, supervisors and senior managers of the listed company. According to the relevant provisions of the Shenzhen Stock Exchange gem stock listing rules, the listed company recognizes the ESOP platform as a related party, and this capital increase constitutes an associated transaction.
This connected transaction is within the scope of the deliberation authority of the board of directors of the listed company and does not need to be submitted to the general meeting of shareholders for deliberation. This connected transaction does not constitute a major asset reorganization as stipulated in the measures for the administration of major asset reorganization of listed companies, nor does it need to be approved by relevant departments.
2、 Basic information of related parties
(i) Introduction to related parties
Related party I: Jingning Yuanhui enterprise management partnership (limited partnership)
1. Unified social credit Code: 91331127ma2hkyby61
2. Registered address: No. 403-25, floor 5, No. 82, Huiming Road, Hongxing street, Jingning She Autonomous County, Lishui City, Zhejiang Province
3. Enterprise type: limited partnership
4. Executive partner: Fu Binxing
5. Date of establishment: June 18, 2021
6. Capital contribution: 85.289 million yuan
Related party 2: Jingning yuanao enterprise management partnership (limited partnership)
1. Unified social credit Code: 91331127ma2hl1062k
2. Registered address: No. 403-26, 4th floor, No. 82, Huiming Road, Hongxing street, Jingning She Autonomous County, Lishui City, Zhejiang Province
3. Enterprise type: limited partnership
4. Executive partner: Yang Bo
5. Date of establishment: June 28, 2021
6. Contribution: 58.82 million yuan
Third related party: Jingning Yuanhao enterprise management partnership (limited partnership)
1. Unified social credit Code: 91331127ma2hl5362h
2. Registered address: No. 403-38, 4th floor, No. 82, Huiming Road, Hongxing street, Jingning She Autonomous County, Lishui City, Zhejiang Province
3. Enterprise type: limited partnership
4. Executive partner: Yang Bo
5. Date of establishment: July 21, 2021
6. Capital contribution: RMB 20 million
Related party 4: Jingning Yuanxin enterprise management partnership (limited partnership)
1. Unified social credit Code: 91331127ma2hl5y51n
2. Registered address: No. 403-37, 4th floor, No. 82, Huiming Road, Hongxing street, Jingning She Autonomous County, Lishui City, Zhejiang Province
3. Enterprise type: limited partnership
4. Executive partner: Fu Binxing
5. Date of establishment: July 27, 2021
6. Capital contribution: RMB 20 million
The above ESOP platforms still need to go through relevant procedures for changes in personnel and capital contributions.
（2） Association description
The ESOP platform includes 54 partners, including 5 directors, supervisors and senior managers of listed companies, including director Xia Xincai, supervisor Ye Xiaoyan, vice president Fu Binxing, chief financial officer Chen Jing and Board Secretary Zhang Situo. Therefore, according to the relevant provisions of the Shenzhen Stock Exchange GEM Listing Rules, the ESOP platform belongs to the related parties of listed companies.
3、 Basic information of capital increase target
(i) Basic information of the target company
Name of Huace (Shanghai) Film Co., Ltd
Unified social credit Code: 91310117ma1j1uja6b
Registered address: room 3240, floor 2, No. 212, Lane 425, Fuyong Road, Songjiang District, Shanghai
Enterprise type: limited liability company (sole proprietorship of legal person invested or controlled by natural person)
Legal representative: Qu Changlin
Date of establishment: December 19, 2016
Registered capital: 150 million yuan
Business scope: licensed items: production and operation of radio and television programs; Film distribution; Performance brokerage; Food business; Publication retail. (for projects subject to approval according to law, business activities can be carried out only after being approved by relevant departments, and the specific business projects shall be subject to the approval documents or licenses of relevant departments) general projects: film and Television planning and consulting, film and television clothing and props, film and television equipment leasing, photography and video services, exhibition and display services, conference services, Internet information services, network culture operation, literary and artistic creation, E-commerce (not engaged in value-added telecommunications and financial services), cultural and art counseling, cultural and art activity exchange planning, software development, photography and print expansion services, advertising design, production and agency, advertising release (non radio, television and newspaper publishing units), industrial and artistic products, office supplies, clothing, shoes and hats, knitwear and textiles and raw materials, sporting goods, household appliances Sales of electronic products, toys, daily necessities and cosmetics. (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)
（2） Business status of the latest year and period
Unit: RMB 10000
Project December 31, 2020 (audited) September 30, 2021 (Unaudited)
Total assets 30195.8521554.18
Total liabilities 15068.253485.59
Net assets 15127.6018068.59
Project 2020 (audited) January September 2021 (Unaudited)
Operating income 10990.3710094.58
Net profit 3762.493361.38
（3） Description of waiver of preemptive right
Zhejiang Huace Film And Tv Co.Ltd(300133) waives its preemptive right for this capital increase in accordance with applicable Chinese laws, the articles of association or any other reason.
（4） Changes in equity before and after capital increase
Unit: RMB 10000
Before and after this capital increase
Contribution amount shareholding ratio contribution amount shareholding ratio
Zhejiang Huace Film And Tv Co.Ltd(300133) 15,000.00100.00%15,000.0059.5057%
Jingning Yuanhui enterprise management partnership — 4604.0418.2644% partnership (limited partnership)
Jingning yuanao enterprise management partnership — 2572.5010.2052% partnership (limited partnership)
Jingning Yuanhao enterprise management partnership — 1749.306.9396% partnership (limited partnership)
Jingning Yuanxin enterprise management partnership — 1281.845.0851% partnership (limited partnership)
Total 15000.00100.00% 25207.68100.0000%
4、 Pricing policy and basis of related party transactions
According to the supplementary announcement on capital increase and share expansion of wholly-owned subsidiaries and related party transactions announced by the listed company on December 24, 2021 and the appraisal report Tianyuan pingbao Zi [2021] No. 0298 issued by Tianyuan Asset Appraisal Co., Ltd. According to the appraisal, as of the benchmark date of December 31, 2020, the net assets of the shareholders of Shanghai Film Industry Co., Ltd. were 147101400 yuan, the combined net assets of the parent company were 147072100 yuan, and the market value of the copyright company on the benchmark date was 249 million yuan.
After negotiation, in order to further motivate employees, the ESOP platform invested in film Shanghai at the price of 1 yuan / registered capital, with a total investment of 102.0768 million yuan, accounting for 40.4943% of the total equity after the capital increase. There is no situation that damages the interests of the company and small and medium-sized investors.
5、 Main contents of related party transaction agreement
(i) Agreement subject
Party A: Zhejiang Huace Film And Tv Co.Ltd(300133)
Party B 1: Jingning Yuanhui enterprise management partnership (limited partnership)
Party B 2: Jingning yuanao enterprise management partnership (limited partnership)
Party B 3: Jingning Yuanhao enterprise management partnership (limited partnership)
Party B 4: Jingning Yuanxin enterprise management partnership (limited partnership)
Party C: film Shanghai (Shanghai) Co., Ltd
（2） Main content
1. All parties agree that the ESOP platform will increase the capital of film Shanghai with a total amount of RMB 102.0768 million, of which the first phase of capital increase is 30% of the total capital increase, and the capital increase will be in place before December 31, 2021; The remaining capital increase shall be in place before October 31, 2022. After the capital increase, the proportion of equity held by the ESOP platform in Shanghai film industry was 40.4943%.
2. Within one month after Party B pays the first phase of capital contribution in accordance with the agreement, Party C will complete the relevant shareholding procedures in accordance with the provisions of relevant laws, regulations and normative documents, and shall apply for industrial and commercial change registration in accordance with the law, and all parties shall provide necessary cooperation.
3. From the date of signing this agreement, Party B’s partners agree to accept the performance evaluation of equity incentive for a period of 3 years (2021-2023). The evaluation standards shall be jointly confirmed and formulated by all parties and shall be evaluated on an annual basis.
4. The company and each partner of the ESOP platform have determined the performance appraisal coefficient (i.e. the completion rate of the three-year Cumulative Performance Appraisal in 2021, 2022 and 2023). The completion rate of the three-year Cumulative Performance Appraisal objectives of Party B’s partners in 2021, 2022 and 2023 is less than 60% (excluding this number), All the equity granted and finally subscribed by Party B’s partner will be returned (i.e. the performance assessment fails to meet the standard); If the completion rate of the three-year cumulative performance assessment target is more than 60% (including the number), but less than 100% (excluding the number), Party B’s partners shall return it according to the agreed proportion according to their corresponding performance assessment coefficient; If the completion rate of the three-year cumulative performance assessment target is 100%, Party B’s partners can fully enjoy the equity granted and finally subscribed this time (i.e. the performance assessment meets the standard). According to the completion of individual’s cumulative performance in three years, the corresponding share of equity shall be finally recognized or returned by referring to the performance appraisal coefficient. The returned equity shall be disposed of by Party A and Party C according to the development of the company by taking measures such as incentives for newly introduced talents, additional rewards for teams / individuals who exceed the performance objectives, transfer to Party A, etc.
5. In addition to the performance assessment requirements, Party B shall be in China
