Securities code: 002683 securities abbreviation: Guangdong Hongda Blasting Co.Ltd(002683) Announcement No.: 2021-077 Guangdong Hongda Blasting Co.Ltd(002683)
Announcement on the adjustment and establishment of military industry groups and related party transactions
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
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Guangdong Hongda Blasting Co.Ltd(002683) (hereinafter referred to as “the company” or ” Guangdong Hongda Blasting Co.Ltd(002683) “) convened the eighth meeting of the Fifth Board of directors in 2021 on December 21, 2021, and considered and adopted the proposal on the establishment of military industry group and related party transactions. After the adoption of the resolution on this matter, in view of the fact that the capital contribution agreement of all parties of the military industry group has not been officially signed, the state industrial investment fund Co., Ltd. (hereinafter referred to as “the state fund”) plans to invest 15 million yuan to participate in the joint establishment of the military industry group. Therefore, the company held the 9th meeting of the 5th board of directors in 2021 on December 30, 2021, deliberated and adopted the proposal on reconsidering the establishment of military industry group and related party transactions.
1、 Overview of related party transactions
(i) Basic information of related party transactions
On December 21, 2021, the company held the 8th meeting of the 5th board of directors in 2021, deliberated and adopted the proposal on the establishment of military industry group and related party transactions. The company plans to cooperate with Guangdong Guangye Equipment Manufacturing Group Co., Ltd. (hereinafter referred to as “Guangye equipment”) Rongcheng management consulting (Guangdong) partnership (limited partnership) (hereinafter referred to as “Rongcheng management”) and Guangdong Zhongke Yuewei Technology Development Co., Ltd. (hereinafter referred to as “Zhongke Yuewei”) jointly invested 85 million yuan to establish Guangdong Military Industry Group Co., Ltd. For details, see the announcement on the establishment of military industry group and related party transactions (Announcement No.: 2021-073) disclosed by the company on the designated media on December 23, 2021.
After the board of directors of the company considered and approved the matter, in view of the fact that the capital contribution agreement of all parties of the military industry group has not been officially signed, the state fund proposed to invest 15 million yuan to participate in the joint establishment of the military industry group. The company held the 9th meeting of the Fifth Board of directors in 2021 on December 30, 2021, and considered and adopted the proposal on reconsidering the establishment of military industry group and related party transactions, It is agreed that the national fund will also participate in the establishment of the military industry group, that is, the company will jointly establish the military industry group with Guangye equipment, Rongcheng management, Zhongke Yuewei and the national fund. The registered capital of the military industry group increased from 85 million yuan to 100 million yuan, and the contribution amount of other parties remained unchanged. After adjustment, the contribution amount and proportion of each party were as follows: the company subscribed 40 million yuan, accounting for 40% of the equity of the military industry group; Guangye equipment subscribed 30 million yuan, accounting for 30% of the equity of the military industry group; The subscribed capital contribution of the state fund is 15 million yuan, accounting for 15% of the equity of the military industry group; Rongcheng management subscribed 10 million yuan, accounting for 10% of the equity of the military industry group; Zhongke Yuewei subscribed 5 million yuan, accounting for 5% of the equity of the military industry group.
（2） Association description
The partner zhongguangye equipment is a wholly-owned subsidiary of Guangdong Environmental Protection Group Co., Ltd. (hereinafter referred to as “Guangdong Environmental Protection Group”) which is the controlling shareholder and actual controller of the company. Therefore, this transaction constitutes a related party transaction, but does not constitute a major asset reorganization specified in the administrative measures for major asset reorganization of listed companies.
（3） Approval procedure
On December 30, 2021, the company held the 9th meeting of the 5th board of directors in 2021, deliberated and adopted the proposal on reconsidering the establishment of military industry group and related party transactions. The related directors Mr. Fang Jianning, Mr. Pan Yuanzhou and Mr. Sun Fangwei avoided voting on the proposal because they worked in the controlling shareholder and actual controller Guangdong Environmental Protection Group; The independent directors of the company issued prior approval opinions and independent opinions on the transaction.
According to the relevant provisions of the articles of association, this connected transaction is within the approval authority of the board of directors and does not need to be submitted to the general meeting of shareholders for deliberation.
2、 Basic information of partners
(i) Introduction to Guangye equipment
1. Enterprise Name: Guangdong Guangye Equipment Manufacturing Group Co., Ltd
2. Unified social credit Code: 91440000724790511k
3. Nature of enterprise: limited liability company (sole proprietorship of legal person invested or controlled by non natural person) 4 Legal representative: Luo Junhui
5. Registered address: 12-13 / F, No. 185, Yuehua Road, Yuexiu District, Guangzhou
6. Date of establishment: September 1, 2000
7. Registered capital: 178.94 million yuan
8. Business scope: manufacturing, R & D, sales and service of special equipment for environmental protection.
9. Shareholders: Guangdong Environmental Protection 100% holding company.
10. Related relationship: Guangye equipment is the controlling shareholder and actual controller of the company, a wholly-owned subsidiary of Guangdong Environmental Protection Group, and is the related legal person of the company.
11. After inquiry, Guangye equipment does not belong to the dishonest executee.
（2） Introduction to national fund
1. Enterprise Name: national industrial investment fund Co., Ltd
2. Unified social credit Code: 91110108ma01gc0u3l
3. Nature of enterprise: other limited liability companies
4. Legal representative: long Hongshan
5. Registered address: Floor 2, block D, No. 135 Qinghe Road, Haidian District, Beijing (Dongsheng area) Date of establishment: December 24, 2018
7. Registered capital: 5.6 million yuan
8. Business scope: equity investment; Investment consulting; Project investment; Asset management, etc. 9. The national fund is a private equity investment fund, which has gone through the filing of private equity funds in China Securities Investment Fund Industry Association on April 30, 2019 and received the Filing Certificate of private equity investment funds (filing Code: sgc907); According to the filing information, the manager of the national fund is Huihua Fund Management Co., Ltd., which has obtained the registration certificate of private investment fund manager (Registration No.: p1069217) issued by China Securities Investment Fund Industry Association on November 13, 2018; The private equity fund and its manager have fulfilled the corresponding registration procedures in accordance with the provisions of laws and regulations such as the securities investment fund law, the Interim Measures for the supervision and administration of private investment funds and so on.
10. The funding structure of the national fund is as follows:
No. shareholding ratio and subscribed capital contribution of shareholders (promoters)
(10000 yuan)
1 Ministry of finance of the people’s Republic of China 14.28571% 800000
2 AVIC 8.92857% 500000
3 China Electronics Technology Group Co., Ltd. 8.92857% 500000
4 Beijing Zhongwang Investment Development Co., Ltd. 8.92857% 500000
5 China Nuclear Industry Corporation 7.14286% 400000
6 China Cssc Holdings Limited(600150) Heavy Industry Group Co., Ltd. 7.14286% 400000
7 Beijing municipal government investment guidance fund (limited partnership) 7.14286% 400000
8 China Shipbuilding Investment Development Co., Ltd. 5.35714% 300000
9 Beijing Cuiwei group 5.35714% 300000
10 tus Holding Co., Ltd. 3.57143% 200000
11 Aerospace Investment Holding Co., Ltd. 1.78571% 100000
12 AVIC Capital Holding Co., Ltd. 1.78571% 100000
13 China Ordnance Industry Group Co., Ltd. 1.78571% 100000
14 China Ordnance Equipment Group Co., Ltd. 1.78571% 100000
15 Sichuan development (holding) Co., Ltd. 1.78571% 100000
16 China Aero Engine Group Co., Ltd. 1.78571% 100000
17 Shandong new kinetic energy fund management Co., Ltd. 1.42857% 80000
18 bocom Guoxin Asset Management Co., Ltd. 1.33929% 75000
19 Hubei high Shenzhen New Industries Biomedical Engineering Co.Ltd(300832) Investment Group Co., Ltd. 0.89286% 50000
20 Hunan Caixin Financial Holding Group Co., Ltd. 0.89286% 50000
21 Jilin Equity Fund Investment Co., Ltd. 0.89286% 50000
22 Shanxi state owned Capital Operation Co., Ltd. 0.89286% 50000
23 China Electronic Information Industry Group Co., Ltd. 0.89286% 50000
24 China Academy of Engineering Physics 0.89286% 50000
25 Fujian state owned Assets Management Co., Ltd. 0.89286% 50000
26 Guangdong Yuecai Investment Holding Co., Ltd. 0.89286% 50000
27 China Aerospace Science and Industry Group Co., Ltd. 0.89286% 50000
28 Luoyang Guohong Investment Group Co., Ltd. 0.89286% 50000
29 China Everbright industry (Group) Co., Ltd. 0.53571% 30000
30 Guangdong Ford Electronics Co., Ltd. 0.17857% 10000
31 Huihua Fund Management Co., Ltd. 0.08929% 5000
As of the date of disclosure of this announcement, the fund manager of the national fund is Huihua Fund Management Co., Ltd; The ownership structure of the state fund is relatively decentralized, any single shareholder can not control the shareholders’ meeting and the board of directors of the state fund, and there is no concerted action relationship among shareholders, so the state fund has no actual controller.
11. Affiliated relationship: the state fund has no affiliated relationship with the controlling shareholder, actual controller, more than 5% shareholders, directors and supervisors of the company.
12. Upon inquiry, the national fund does not belong to the dishonest executee.
（3） Introduction to Rong Cheng management
1. Enterprise Name: Rongcheng management consulting (Guangdong) partnership (limited partnership)
2. Unified social credit Code: 91440101ma9y6reg0x
3. Nature of enterprise: limited partnership
4. Executive partner: Jin Haicheng
5. Registered address: Room 6, 2702, CCCC Huitong Center (self compiled building C-1), No. 6, Huitong Second Street, Hengli Town, Nansha District, Guangzhou (office only)
6. Registered capital: RMB 10 million
7. Establishment date: November 19, 2021
8. Business scope: enterprise management consulting; business management; Financing advisory services; Engage in investment activities with its own funds.
9. Partners:
Serial number name partnership nature subscribed capital contribution amount
1 jin Haicheng, general partner, RMB 3333300
2. Zhang Lei limited partner: RMB 3333300
3. Chen Long Limited Partner: RMB 3333300
Total 10 million yuan
10. Related relationship: Rongcheng management has no related relationship with the controlling shareholder, actual controller, more than 5% shareholders, directors, supervisors and senior managers of the company.
11. Upon inquiry, the general partner of Rongcheng management is not a dishonest executee.
（4） Introduction to Zhongke Yuewei
1. Enterprise Name: Guangdong Zhongke Yuewei Technology Development Co., Ltd
