Securities code: Hootech Inc(301026) securities abbreviation: Hootech Inc(301026) Announcement No.: 2022005
Hootech Inc(301026)
Announcement on joint foreign investment and related party transactions with related parties
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. Special tips:
1. This transaction constitutes a connected transaction, but does not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies.
2. This connected transaction has been deliberated and approved at the 5th meeting of the 6th board of directors of Hootech Inc(301026) (hereinafter referred to as "the company", Hootech Inc(301026) ), and the connected directors have avoided voting. The matter needs to be submitted to the general meeting of shareholders of the company for deliberation, and the related shareholders need to avoid voting.
3. After the completion of this transaction, the company holds 50.5% equity of Jiangxi Haobo New Material Technology Co., Ltd. (hereinafter referred to as "target company" and "Haobo new material"), and Haobo new material will become a holding subsidiary of the company and be included in the scope of the company's consolidated statements.
4. This transaction is subject to risks such as macroeconomic downturn, changes in industrial policies, intensified market competition, technological progress, price fluctuation of precious metals, integration of shareholders and teams, etc. For details, please refer to "(II) investment risk" in "VI. purpose, existing risks and impact on the company of this foreign investment" of this announcement. 1、 Overview of foreign investment and related party transactions
(I) basic information of foreign investment
Haobo new material plans to increase the registered capital by 465 million yuan (RMB, the same below), and increase the registered capital from 5 million yuan to 470 million yuan (hereinafter referred to as "this capital increase"), and the capital increase price is 100524 yuan / registered capital. The company plans to subscribe Haobo new materials with its own capital of 238593714 yuan, increase the registered capital by 237.35 million yuan, complete the paid in capital contribution by stages, and make an initial contribution of 35.35 million yuan. Zhongboshijin technology and Trade Co., Ltd. (hereinafter referred to as "Zhongbo"), Zhejiang Shenlian Investment Management Co., Ltd. (hereinafter referred to as "Shenlian"), Fuzhou Haojun enterprise management consulting center (limited partnership) (hereinafter referred to as "Haojun"), Fuzhou Borui enterprise management consulting center (limited partnership) (related parties of the company, hereinafter referred to as "Borui") The five shareholders of Shanghai jintanglian Metal Co., Ltd. (the company's related party, hereinafter referred to as "jintanglian") intend to make a total contribution of 228842886 yuan, subscribe for Haobo new material, increase the registered capital of 22765 million yuan, complete the paid in capital contribution by stages, and make an initial contribution of 3440423 million yuan. After the capital increase, the company directly holds 50.5% of the equity of Haobo new material. Haobo new material will become the holding subsidiary of the company and be included in the scope of consolidated statements.
(II) approval of foreign investment
On March 15, 2022, the company held the fifth meeting of the sixth board of directors, deliberated and approved the proposal of joint foreign investment and related party transactions with related parties, and the related directors have avoided voting; The company held the fourth meeting of the sixth board of supervisors, reviewed and approved the proposal of joint foreign investment and related party transactions with related parties, and the related supervisors have avoided voting. This transaction still needs to be considered by the general meeting of shareholders of the company, and the related shareholders will avoid voting at that time.
(III) others
This foreign investment constitutes a connected transaction and does not constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies. There are no major legal obstacles to the implementation of this transaction. 2、 Basic information of counterparty
(I) Zhongbo
1. Company name: zhongboshijin science and Trade Co., Ltd
2. Unified social credit Code: 911101 067501 064 96l
3. Company type: other limited liability companies
4. Registered capital: 200 million yuan
5. Legal representative: Zheng Feng
6. Date of establishment: May 28, 2003
7. Business term: May 28, 2003 to May 27, 2043
8. Address: room 105, No. 7, Kexing Road, Fengtai District, Beijing
9. Business scope: self support and agency for the import and export of various commodities and technologies, except those prohibited and restricted by the state; Sell platinum, metal materials, mineral products and precious metals; Production (Manufacturing) of precious metals (limited to production activities in other ports); Precious metal leasing (excluding projects with administrative license); Project investment management; Technology development; Information consultation (except intermediary) (market entities shall independently choose business projects and carry out business activities according to law; projects that must be approved according to law shall carry out business activities according to the approved contents after being approved by relevant departments; they shall not engage in business activities of projects prohibited and restricted by national and municipal industrial policies)
10. Main shareholder and actual controller: the controlling shareholder is China Technology Group Co., Ltd. and the actual controller is the SASAC of the State Council.
11. Affiliated relationship: Zhongbo is not an affiliated party of the company. Zhongbo has no relationship with the company and its top ten shareholders, directors, supervisors and senior managers in terms of property rights, business, assets, creditor's rights and debts, personnel and other relationships that may or have caused the company to tilt its interests.
12. Upon inquiry, Zhongbo does not belong to the dishonest executee.
(II) Shenlian
1. Company name: Zhejiang Shenlian Investment Management Co., Ltd
2. Unified social credit Code: 913301 83m a27 we7 Q76
3. Company type: limited liability company (invested or controlled by natural person)
4. Registered capital: 500 million yuan
5. Legal representative: ye Biao
6. Date of establishment: December 4, 2015
7. Business term: December 4, 2015 to December 3, 2035
8. Address: room 906, No. 57, jiangbinxi Avenue, Fuchun street, Fuyang District, Hangzhou
9. Business scope: industrial investment; Enterprise investment management consulting (except securities and futures), economic information consulting services; Import and export of goods (except for projects prohibited by laws and administrative regulations, and projects restricted by laws and administrative regulations can be operated only after obtaining licenses)
10. Major shareholders and actual controllers: ye Biao and Hu Jinlian
11. Affiliated relationship: Shenlian is not an affiliated party of the company. Shenlian has no relationship with the company and its top ten shareholders, directors, supervisors and senior managers in terms of property rights, business, assets, creditor's rights and debts, personnel and other relationships that may or have caused the company to tilt its interests.
12. After inquiry, Shenlian does not belong to the dishonest executee.
(III) Haojun
1. Enterprise name: Fuzhou Haojun enterprise management consulting center (limited partnership)
2. Unified social credit Code: 913610 02m A39 ua1 E2A
3. Nature of enterprise: limited partnership
4. Capital contribution: 1.6 million yuan
5. Executive partner: Wang Xiao
6. Date of establishment: February 22, 2021
7. Business term: from February 22, 2021 to no fixed term
8. Address: No. 28, Guangyin Avenue, Fubei Industrial Park, Linchuan District, Fuzhou City, Jiangxi Province (east of Bihe aluminum company and west of Fuyin Expressway)
9. Business scope: general items: enterprise management consulting (except for licensed business, it can independently operate projects not prohibited or restricted by laws and regulations)
10. Partners: Xu Zhun, Wang Xiao and Yu Zhihao, of which Wang Xiao is the general partner and the rest are limited partners.
11. Related relationship: Haojun is not a related party of the company. Mr. Yu Zhihao, the supervisor and top ten shareholder of the company, holds 18.75% of Haojun's shares. In addition, Haojun has no relationship with the company and the top ten shareholders, directors, supervisors and senior managers of the company in terms of other property rights, business, assets, creditor's rights and debts, personnel and other relationships that may or have caused the company to favor its interests.
12. After inquiry, Haojun does not belong to the dishonest executee.
(IV) Borui
1. Enterprise name: Fuzhou Borui enterprise management consulting center (limited partnership)
2. Unified social credit Code: 913610 02m A39 u5q B3Q
3. Nature of enterprise: limited partnership
4. Contribution: 4.95 million yuan
5. Executive partner: Yu Zhihao
6. Date of establishment: February 4, 2021
7. Business term: from February 4, 2021 to no fixed term
8. Address: No. 28, Guangyin Avenue, Fubei Industrial Park, Linchuan District, Fuzhou City, Jiangxi Province (east of Bihe aluminum company and west of Fuyin Expressway)
9. Business scope: general items: enterprise management consulting (except for licensed business, it can independently operate projects not prohibited or restricted by laws and regulations)
10. Partners: Wang Jianchao, Yu Zhihao and Lu Liang, of which Yu Zhihao is a general partner and the rest are limited partners.
11. Key financial data (Unaudited)
Unit: RMB
Project: December 31, 2021 / February December 2021
Total assets 445740263
Total liabilities 0.00
Net assets 445740263
Operating income 0.00
Net profit 740263
12. Affiliation: Mr. Yu Zhihao, the supervisor of the company, serves as the general partner and executive partner of Borui and holds 40% of Borui. Therefore, Borui is an affiliated party of the company. In addition to the above-mentioned relationship, Borui has no other relationship with the company and its top ten shareholders, directors, supervisors and senior managers in terms of property rights, business, assets, creditor's rights and debts, personnel and other relationships that may or have caused the company to favor its interests.
13. After inquiry, Borui does not belong to the dishonest executee.
(V) Jintang couplet
1. Company name: Shanghai jintanglian Metal Co., Ltd
2. Unified social credit Code: 913101 15m a1k 3DJ 34x
3. Company type: limited liability company (invested or controlled by natural person)
4. Registered capital: 70 million yuan
5. Legal representative: Cao Tiezhu
6. Date of establishment: June 23, 2016
7. Business term: June 23, 2016 to June 22, 2036
8. Address: room 3108 and room 3116, No. 161, East Shanghai Lujiazui Finance & Trade Zone Development Co.Ltd(600663) Road, China (Shanghai) pilot Free Trade Zone
9. Business scope: Sales of metal materials and products, steel, mineral products, chemical raw materials and products (except dangerous chemicals, MCCs, civil explosives and precursor chemicals), gold and silver jewelry and handicrafts, leasing of self owned equipment, business information consultation, exhibition services, Engage in the import and export business of goods and Technology (for projects that must be approved according to law, business activities can be carried out only after being approved by relevant departments)
10. Main shareholders and actual controllers: the main shareholders are Zhongbo, Gerald metals (Shanghai) Co., Ltd. Hootech Inc(301026) and Sichuan Tianze Precious Metals Co., Ltd. Jintanglian has no actual controller.
11. Key financial data (Unaudited)
Unit: RMB
Project December 31, 2021 / 2021
Total assets 35373070934
Total liabilities 25856821957
Net assets 9516248977
Operating income 433375864324
Net profit 1514942642
12. Related relationship: Jintang contacted the company's joint-stock company, and the company appointed Mr. Xia Jun, the chairman of the company, as the director of Jintang, so Jintang contacted the related parties of the company. In addition to the above-mentioned related relationships, jintanglian has no other relationship with the company and its top ten shareholders, directors, supervisors and senior managers in terms of property rights, business, assets, creditor's rights and debts, personnel and other relationships that may or have caused the company to tilt its interests.
13. Upon inquiry, Jintang couplet does not belong to the dishonest executee. 3、 Basic information of the target company
1. Company name: Jiangxi Haobo new materials
