China Securities Co.Ltd(601066)
About Boe Technology Group Co.Ltd(000725)
Capital increase to Tianjin Xianzhi chain investment center (limited partnership)
Verification opinions and related party transactions
China Securities Co.Ltd(601066) (hereinafter referred to as " China Securities Co.Ltd(601066) securities" or "sponsor") as the sponsor of Boe Technology Group Co.Ltd(000725) (hereinafter referred to as "BOE" or "the company") in the continuous supervision stage of non-public offering of A-Shares in 2021, In accordance with the provisions of relevant laws, regulations and normative documents such as the measures for the administration of securities issuance and listing recommendation business, the stock listing rules of Shenzhen Stock Exchange (hereinafter referred to as the "Stock Listing Rules"), the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, The company has carefully verified the capital increase and related party transactions of the company to Tianjin Xianzhi chain investment center (limited partnership). The details of the verification are as follows:
1、 Background of related party transactions
Tianjin Xianzhi chain investment center (limited partnership) (hereinafter referred to as "Xianzhi chain fund" or "fund") is an industrial fund established with the participation of BOE Innovation Investment Co., Ltd. (hereinafter referred to as "BOE venture capital"), a wholly-owned subsidiary of Beijing Beijing Tongtech Co.Ltd(300379) Co., Ltd. The fund manager is Beijing core kinetic energy investment management Co., Ltd. (hereinafter referred to as "the management company") and the general partner is Tianjin Xianzhi chain investment management center (limited partnership) (hereinafter referred to as "Xianzhi chain management center"). According to the needs of the company's strategic development, BOE plans to increase the capital of 380 million yuan to Xianzhi chain fund through BOE Chuang investment.
2、 Overview of related party transactions
(I) as the controlling shareholder of Beijing Electronic Control Industry Investment Co., Ltd. (hereinafter referred to as "electronic control industry investment"), one of the limited partners of Xianzhi chain fund, is the actual controller of the company, this transaction constitutes a connected transaction in accordance with the relevant rules in 6.3.3 of the stock listing rules.
(II) the above matters have been deliberated and approved at the 38th meeting of the ninth board of directors. When the board of directors deliberated on the matter, the related directors (Mr. Pan Jinfeng, vice chairman, Ms. Wang Jing, director and Mr. Ye Feng, director) have avoided voting.
(III) the transaction proposal has been approved by independent directors in advance, and the independent directors have expressed their consent. (IV) this connected transaction does not need to be submitted to the general meeting of shareholders for deliberation, does not constitute a major asset reorganization as 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. 3、 Basic information of related parties
(I) Beijing Electric Control Industry Investment Co., Ltd
1. Company name: Beijing Electric Control Industry Investment Co., Ltd
2. Registered address: 401, zone a, No. 5, West Fifth Street, Sanlitun, Chaoyang District, Beijing
3. Date of establishment: October 30, 2008
4. Registered capital: 600 million yuan
5. Company type: other limited liability companies
6. Legal representative: Zhu Baocheng
7. Unified social credit Code: 91110105681951767f
8. Business scope: investment and investment management. ("(1) without the approval of relevant departments, it is not allowed to raise funds in public; (2) it is not allowed to carry out securities products and financial derivatives trading activities in public; (3) it is not allowed to issue loans; (4) it is not allowed to provide guarantees to enterprises other than the invested enterprises; (5) it is not allowed to promise investors that the investment principal will not suffer losses or the minimum income"; Market entities independently choose business projects and carry out business activities according to law; For projects subject to approval according to law, business activities shall be carried out according to the approved contents after being approved by relevant departments; It is not allowed to engage in the business activities of projects prohibited and restricted by the industrial policies of the state and this Municipality.)
9. Ownership structure:
Beijing Electronic Holding Co., Ltd., holding 50%
Boe Technology Group Co.Ltd(000725) , holding 333333%
Beijing Electronic Zone High-Tech Group Co.Ltd(600658) , shareholding ratio 166667%
10. Main data of financial statements of the latest year and the first period
Unit: RMB
December 31, 2020 September 30, 2021
Total assets 6024177022161547864069
Total liabilities 168659858275238444
Net assets Hunan Haili Chemical Industry Co.Ltd(600731) 1036361272625625
Project: January December 2020 January September 2021
Operating income --
Net profit 311718559406752442
Note: the data of 2020 has been audited, and the data of January September 2021 has not been audited.
11. History: formerly known as Beijing hezhida Investment Co., Ltd., electronic control industrial investment was established on October 30, 2008 with a registered capital of 30 million yuan. It is a wholly-owned subsidiary of Beijing electronic control.
On September 10, 2018, Beijing electric control signed the capital increase agreement on Beijing Electric Control Industry Investment Co., Ltd. with BOE, Naura Technology Group Co.Ltd(002371) (hereinafter referred to as " Naura Technology Group Co.Ltd(002371) ") and Beijing Electronic Zone High-Tech Group Co.Ltd(600658) . The agreement stipulates that the four parties will jointly increase the capital, and the registered capital of electric control investment will increase from RMB 30 million to RMB 600 million. In July 2020, Naura Technology Group Co.Ltd(002371) signed the equity transfer agreement with BOE, and Naura Technology Group Co.Ltd(002371) transferred 16.67% of the equity of electronic control investment to BOE at the price of 100 million yuan, and completed the change of industrial and commercial registration on August 21, 2020.
As an important capital support platform for capital operation, equity investment and future industrial layout of Beijing electric control specialty, its main business is investment and investment management.
12. After inquiry, the electronic control industry investment is not the person who is dishonest.
4、 Basic information of other partners
(I) fund manager
1. Organization Name: Beijing core kinetic energy investment management Co., Ltd
2. Date of establishment: June 15, 2015
3. Registered address: No. 2231, building D, building 33, No. 99, Kechuang 14th Street, Beijing Economic and Technological Development Zone (centralized office area)
4. Registered capital: 10 million yuan
5. Company type: other limited liability companies
6. Legal representative: Wang Jiaheng
7. Business scope: investment management, asset management, investment consulting. (market entities shall independently choose business projects and carry out business activities in accordance with the law; "(1) they shall not raise funds in public without the approval of relevant departments; (2) they shall not carry out securities products and financial derivatives trading activities in public; (3) they shall not issue loans; (4) they shall not provide guarantees to enterprises other than the invested enterprises; (5) It shall not promise investors that the investment principal will not be lost or promise the minimum return "; For projects subject to approval according to law, business activities shall be carried out according to the approved contents after being approved by relevant departments; It is not allowed to engage in the business activities of projects prohibited and restricted by the industrial policies of the state and this Municipality.)
8. Ownership structure:
Beijing Yichen Investment Center (limited partnership), holding 45%
Boe Technology Group Co.Ltd(000725) , holding 20%
National integrated circuit industry investment fund Co., Ltd., holding 20%
Beijing Yizhuang International Industrial Investment Management Co., Ltd., with a shareholding ratio of 15%
9. Beijing core kinetic energy investment management Co., Ltd. has completed the registration of fund manager on October 30, 2015, with registration number p1025879.
10. Description of related relationship or other interest relationship: the management company has no related relationship or interest arrangement with the company and its controlling shareholders, actual controllers, directors, supervisors and senior managers, and does not hold shares of the company directly or indirectly.
(II) general partner
1. Organization Name: Tianjin Xianzhi chain investment management center (limited partnership)
2. Date of establishment: February 28, 2020
3. Registered address: room 312, No. 1, Second Street, airport international logistics zone, Tianjin pilot free trade zone (Airport Economic Zone) (Tianjin xinzhishang business secretary Co., Ltd. trusteeship No. 754)
4. Registered capital: 10 million yuan
6. Executive partner: Tianjin Yichen management consulting partnership (limited partnership) (appointed representative: Chen Danping)
7. Business scope: investment management; Investment consulting; Invest in projects in the fields of display, Internet of things and high-tech industries with its own funds (for projects that must be approved according to law, business activities can be carried out only with the approval of relevant departments)
8. Contribution structure:
Tianjin Yichen management consulting partnership (limited partnership), with a capital contribution ratio of 10%
Tianjin BOE Innovation Investment Co., Ltd., with a contribution ratio of 45%
Tianjin Xianzhi new investment center (limited partnership), 45% of capital contribution
9. Description of related relationship or other interest relationship: Xianzhi chain management center has no related relationship or interest arrangement with the company and its controlling shareholders, actual controllers, directors, supervisors and senior managers, and does not hold shares of the company directly or indirectly.
(III) one of the limited partners
1. Organization Name: CIGNA (Tianjin) management consulting partnership (limited partnership) (hereinafter referred to as "Tianjin CIGNA")
2. Date of establishment: February 13, 2020
3. Registered address: room 312, No. 1, Second Street, airport international logistics zone, Tianjin pilot free trade zone (Airport Economic Zone) (Tianjin xinzhishang business secretary Co., Ltd. trusteeship No. 762)
4. Registered capital: 50 million yuan
5. Nature of enterprise: limited partnership
6. Executive partner: Shi Jie
7. Business scope: financial consulting; Socio economic advisory services; Technical consultation; Market Research; Corporate image planning (except for projects that need to be approved according to law, carry out business activities independently according to law with business license)
8. Investment structure: Shi Jie, with a proportion of 20%; Xiao liangcan, 80% contribution
9. Description of related relationship or other interest relationship: Tianjin CIGNA has no related relationship or interest arrangement with the company and its controlling shareholders, actual controllers, directors, supervisors and senior managers, and does not hold shares of the company directly or indirectly.
(IV) limited partner II
1. Organization Name: Fujian timos Investment Co., Ltd. (hereinafter referred to as "timos")
2. Date of establishment: December 26, 2017
3. Registered address: 105b, Xibao, Tancheng, Pingtan County, Fujian Province
4. Registered capital: 100 million yuan
5. Nature of enterprise: limited liability company (invested or controlled by natural person)
6. Legal representative: Lin Yuxin
7. Business scope: general projects: investment activities with self owned funds (except for projects subject to approval according to law, business activities shall be carried out independently according to law with business license)
8. Ownership structure: Lin Yuxin, holding 99%; Cai Huaguo, holding 1%
9. Description of related relationship or other interest relationship: timos has no related relationship or interest arrangement with the company and its controlling shareholders, actual controllers, directors, supervisors and senior managers, and does not hold shares of the company directly or indirectly.
(V) three limited partners
1. Organization Name: Tianjin Xinxing management consulting partnership (limited partnership) (hereinafter referred to as "Tianjin Xinxing")
2. Date of establishment: March 4, 2020
3. Registered address: room 312, No. 1, Second Street, airport international logistics zone, Tianjin pilot free trade zone (Airport Economic Zone) (Tianjin xinzhishang business secretary Co., Ltd. trusteeship No. 767)
4. Registered capital: 50 million yuan
6. Executive partner: LV Zilong
7. Business scope: general items: social and economic consulting services; Information technology consulting services; Financial consultation; Engineering management services. (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)
8. Contribution structure: Yuan Xiaoling, 96%; LV Zilong, contribution ratio 4%
9. Description of related relationship or other interest relationship: Tianjin Xinxing has no related relationship or interest arrangement with the company and its controlling shareholders, actual controllers, directors, supervisors and senior managers, and does not hold shares of the company directly or indirectly.
(VI) four limited partners
1. Organization Name: Beijing Chengji Tongda Technology Development Co., Ltd. (hereinafter referred to as "Beijing Chengji Tongda") 2. Date of establishment: January 25, 2008
3. Registered address: No. 756, Dazhong fule village, Huairou Town, Huairou District, Beijing
4. Registered capital: 5 million yuan
5. Nature of enterprise: limited liability company (sole proprietorship of natural person)
6. Legal representative: Gu Weixin
7. Business scope: Processing electronic metal materials; Scientific and Technological Development and technical consultation (excluding intermediary services); Repair mechanical equipment and molds; Mechanical equipment leasing; Sales of packaging materials, hardware and electrical appliances, labor protection products, chemical products (excluding dangerous chemicals and class I precursor chemicals), daily necessities; Import and export of goods, import and export of technology, import and export agency. (1) the enterprise chooses its own business items according to law,
