Haitong Securities Company Limited(600837)
About Ginlong Technologies Co.Ltd(300763) wholly owned subsidiary
Special verification opinions on joint investment and related party transactions with related parties
Haitong Securities Company Limited(600837) (hereinafter referred to as " Haitong Securities Company Limited(600837) " and "sponsor") is the sponsor of initial public offering of Ginlong Technologies Co.Ltd(300763) (hereinafter referred to as "company" and " Ginlong Technologies Co.Ltd(300763) ") and listing on GEM and issuing shares to specific objects in 2020, In accordance with the measures for the administration of securities issuance and listing recommendation business, the Listing Rules of the gem of Shenzhen Stock Exchange, the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange and other relevant provisions, the joint investment and related transactions between Ginlong Technologies Co.Ltd(300763) wholly-owned subsidiaries and related parties have been verified, and the verification opinions are as follows:
1、 Overview of related party transactions
(i) Basic information
Recently, Ningbo Jimi Enterprise Management Co., Ltd. (hereinafter referred to as "Ningbo Jimi"), a wholly-owned subsidiary of Ginlong Technologies Co.Ltd(300763) , plans to jointly invest in Shanghai Xinggan Semiconductor Co., Ltd. (hereinafter referred to as "Xinggan semiconductor" or "target company") with Ningbo Huatong Hengyue venture capital partnership (limited partnership) (hereinafter referred to as "Huatong Hengyue"). Ningbo Jimi plans to subscribe for Xinggan semiconductor's new registered capital of 145669 yuan with its own capital of 10 million yuan. After the above capital increase is completed, Ningbo Jimi holds 2% of Xinggan semiconductor's equity; Huatonghengyue plans to subscribe for Xinggan semiconductor's new registered capital of 145669 yuan with its own capital of 10 million yuan. After the above capital increase is completed, huatonghengyue holds 2% of Xinggan semiconductor's equity.
（2） Association description
In this investment, Ningbo Jimi is a wholly-owned subsidiary of Ginlong Technologies Co.Ltd(300763) . Ningbo Dongyuan Venture Capital Co., Ltd. (hereinafter referred to as "Dongyuan venture capital") is a legal person holding more than Ginlong Technologies Co.Ltd(300763) 5% shares, and Dongyuan venture capital holds 14.42% equity of huatonghengyue. In accordance with the relevant provisions of Shenzhen Stock Exchange GEM Listing Rules, Shenzhen Stock Exchange GEM listed companies' standardized operation guidelines, Shenzhen Stock Exchange listed companies' information disclosure guidelines No. 5 - transactions and related party transactions, this investment constitutes related party transactions.
According to the measures for the administration of major asset restructuring of listed companies, this joint investment with related parties does not constitute a major asset restructuring.
（3） Deliberations
On December 31, 2021, the company held the fourth meeting of the third board of directors and the fourth meeting of the third board of supervisors, deliberated and adopted the proposal on joint investment and related party transactions between wholly-owned subsidiaries and related parties. When deliberating this proposal, the related director Zhang Jianhua avoided voting, and the independent directors of the company expressed clear independent opinions approved and agreed in advance. This matter is within the approval authority of the board of directors of the company and does not need to be submitted to the general meeting of shareholders for deliberation and approval.
2、 Basic information of related parties
1. Company name: Ningbo Huatong Hengyue venture capital partnership (limited partnership)
2. Nature of enterprise: limited partnership
3. Registered address: d0317, zone B, Room 401, building 1, No. 88, Qixing Road, Meishan, Beilun District, Ningbo, Zhejiang
4. Registered capital: 104 million yuan
5. Unified social credit Code: 91330206ma2chc146a
6. Business scope: venture capital and related consulting services. (without the approval of financial and other regulatory authorities, it is not allowed to engage in financial businesses such as deposit taking, financing guarantee, financial management on behalf of customers, and capital collection (financing) from the public).
7. Filing code of fund industry association: see144
8. Partner information
No. shareholder name shareholding ratio subscribed capital contribution (10000 yuan)
1 Ningbo Industrial Investment Group Co., Ltd. 25.00% 2600.00
2 Ningbo electronic industry assets management Co., Ltd. 19.23% 2000.00
3 Ningbo Dongyuan Venture Capital Co., Ltd. 14.42% 1500.00
4 Zhu Lijin 9.62% 1000.00
5 Shen Guoqiang 9.62% 1000.00
6 Ningbo Haishu Defeng microfinance Co., Ltd. 9.62% 1000.00
7 Wang Yu 2.88% 300.00
8 Jiang Guoxing 2.88% 300.00
9 Ningbo Huatong Venture Capital Management Co., Ltd. 1.44% 150.10
10 Gu Chaohui 1.44% 150.00
11 Yang Xingcui 0.96% 100.00
12 Wang Yufei 0.96% 100.00
13 Xu Haifeng 0.96% 100.00
14 Lin Zheng 0.96% 100.00
9. Historical evolution
In June 2018, Ningbo Huatong Venture Capital Management Co., Ltd. (hereinafter referred to as "Huatong venture capital"), Ningbo Industrial Investment Group Co., Ltd., Ningbo Electronic Industry Asset Management Co., Ltd., Ningbo Dongyuan Venture Capital Co., Ltd Ningbo Haishu Defeng microfinance Co., Ltd., Shen Guoqiang and other 9 natural persons jointly signed the partnership agreement of Ningbo Huatong Hengyue venture capital partnership (limited partnership) to jointly contribute to the establishment of Huatong Hengyue. Among them, Huatong venture capital is the general partner and the rest are limited partners. On June 19, 2018, Huatong Hengyue obtained the business license with the unified social credit code of 91330206ma2chc146a issued by the market supervision and Administration Bureau of Beilun District, Ningbo City. The executive partner is Huatong venture capital, and its main business place is room 249, No. 19, office building 1, Meishan Yanchang, Beilun District, Ningbo City, Zhejiang Province. On December 4, 2018, huatonghengyue changed its residence and changed its main business place to d0317, zone B, Room 401, building 1, No. 88, Meishan Qixing Road, Beilun District, Ningbo City, Zhejiang Province.
10. Key financial data
Unit: Yuan
Subject: December 31, 2020
Total assets 102158995.72
Total liabilities 12565.62
Net assets 102146430.10
Subject: January December 2020
Operating income 1443771.00
Net profit -729824.90
Note: the above financial data have been audited by an accounting firm.
Upon inquiry, Hua Tongheng is not a dishonest executee.
3、 Basic information of related party transactions
1. Company name: Shanghai Xinggan Semiconductor Co., Ltd
2. Nature of enterprise: limited liability company (invested or controlled by natural person)
3. Registered address: floor 3, building 1, No. 400, Fangchun Road, China (Shanghai) pilot Free Trade Zone
4. Registered capital: 535563500
5. Unified social credit Code: 91310115ma1k4b99xp
6. Business scope: technology development, technology transfer, technical service and technical consultation in the field of semiconductor technology, electronic technology and integrated circuit, R & D and sales of semiconductor devices and electronic products, and import and export of goods and technologies.
7. Key financial data
Unit: Yuan
Subject: December 31, 2020
Total assets 28359036.46
Total liabilities 3351185.69
Net assets 25007850.77
Subject: January December 2020
Operating income: 15582147.34
Net profit -97973
Note: the above financial data have not been audited.
8. Changes in equity structure before and after capital increase
The equity structure of Xinggan semiconductor before the capital increase is as follows:
Name of shareholder subscribed registered capital shareholding ratio of paid in registered capital
(10000 yuan) (10000 yuan)
Zhong Xiaojun 235.6771235.677133.7063%
Daining 107.1444107.144415.3237%
Qicun investment 63.028563.02859.0143%
Beijing Dahao Technology Corp.Ltd(603025) 129.7135129.713518.5515%
ESOP platform (New) 133.8909133.890919.1489%
Junxi Gaochuang 29.753429.75344.2553%
Total 699.2078699.2078100.0000%
Note: the ESOP platform (New) is Xinggan semiconductor equity incentive platform, and its capital increase is under industrial and commercial change. After the capital increase, the equity structure of Xinggan semiconductor is as follows:
Name of shareholder subscribed registered capital shareholding ratio of paid in registered capital
(10000 yuan) (10000 yuan)
Zhong Xiaojun
