Citic Securities Company Limited(600030)
About Guangdong Hongda Blasting Co.Ltd(002683)
Verification opinions on adjusting the establishment of military industry group and related party transactions
Citic Securities Company Limited(600030) (hereinafter referred to as " Citic Securities Company Limited(600030) " or "sponsor") as a sponsor of Guangdong Hongda Blasting Co.Ltd(002683) (hereinafter referred to as " Guangdong Hongda Blasting Co.Ltd(002683) " or "company") non-public offering of A-Shares in 2020, in accordance with the measures for the administration of securities issuance and listing sponsorship business and the guidelines for the recommendation of listed companies of Shenzhen Stock Exchange The guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange, the stock listing rules of Shenzhen Stock Exchange and other relevant provisions have verified the Guangdong Hongda Blasting Co.Ltd(002683) adjustment and establishment of military industry groups and related party transactions. The verification results and opinions are as follows:
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. (the company name shall be subject to the approval of the industrial and commercial registration authority, hereinafter referred to as "military industry group").
In view of the fact that the capital contribution agreement of all parties of the military industry group has not been formally signed, the state industrial investment fund Co., Ltd. (hereinafter referred to as "state fund") plans to invest 15 million yuan to participate in the joint establishment of the military industry group. The company held the ninth meeting of the Fifth Board of directors in 2021 on December 30, 2021, The proposal on reconsidering the establishment of military industry group and related party transactions was reviewed and adopted, and it was agreed that the company would jointly establish military industry group with Guangye equipment, Rongcheng management, Zhongke Yuewei and 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. Affiliated 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 affiliated legal person of the company.
11. Upon 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)
6. 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 been filed with China Securities Investment Fund Industry Association on April 30, 2019 and received the private investment fund Filing Certificate (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 contribution structure of the national fund is as follows:
No. shareholding ratio of shareholders (promoters) subscribed capital contribution (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 state fund does not belong to the dishonest executee.
（3） Introduction to Rong Cheng management
1. Company name: Rongcheng management consulting (Guangdong) partnership (limited partnership)
2. Unified social credit Code: 91440101ma9w4kqp9r
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: 10 million yuan
7. Date of establishment: 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 (10000 yuan)
1 jin Haicheng, general partner 333.33
2 Zhang Lei, limited partner
