Minsheng Securities Co., Ltd
About Hootech Inc(301026)
Verification opinions on joint foreign investment and related party transactions with related parties
Minsheng Securities Co., Ltd. (hereinafter referred to as "Minsheng securities" or "sponsor") is a sponsor of Hootech Inc(301026) (hereinafter referred to as " Hootech Inc(301026) " or "company") for initial public offering and listing on GEM, According to the measures for the administration of securities issuance and listing recommendation business, the guidelines for information disclosure of listed companies of Shenzhen Stock Exchange No. 6 - recommendation business, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for standardized operation of GEM listed companies of Shenzhen Stock Exchange, and the guidelines for self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 7 - transactions and related party transactions And other relevant regulations, and checked the joint foreign investment and related party transactions between the company and related parties. The details are as follows:
1、 Foreign investment and related party transactions
(I) foreign investment
Jiangxi Haobo New Material Technology Co., Ltd. (hereinafter referred to as "Haobo new material") plans to 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 Hootech Inc(301026) it is proposed to use its own capital of 238593700 yuan to subscribe for the newly increased registered capital of Haobo new material of 237.35 million yuan (hereinafter referred to as "this investment"), Shanghai jintanglian Metal Co., Ltd. (the company's related party, hereinafter referred to as "Shanghai jintanglian"), Fuzhou Borui enterprise management consulting center (limited partnership) (the company's related party, hereinafter referred to as "Fuzhou Borui") Zhongboshijin technology and Trade Co., Ltd. (hereinafter referred to as "zhongboshijin"), Zhejiang Shenlian Investment Management Co., Ltd. (hereinafter referred to as "Zhejiang Shenlian"), Fuzhou Haojun enterprise management consulting center (limited partnership) (hereinafter referred to as "Fuzhou Haojun") and others plan to invest a total of 228842900 yuan and subscribe for 227650000 yuan of Haobo new materials to increase the registered capital. After the capital increase, the company holds 50.50% 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) description of association relationship
This investment is a joint investment between the company and related parties such as Shanghai jintanglian and Fuzhou Borui, so it constitutes a related party transaction.
(III) this cash capital increase does not constitute a major asset restructuring
This capital increase does not constitute a major asset reorganization or listing under the measures for the administration of major asset reorganization of listed companies, and does not need to be approved by relevant departments.
(IV) review
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. The proposal still needs to be considered by the general meeting of shareholders. At that time, the related shareholders will avoid voting. 2、 Basic information of partners
(I) related parties
1. Shanghai jintanglian Metal Co., Ltd
(1) Basic information
Company name: Shanghai jintanglian Metal Co., Ltd
Unified social credit Code: 91310115ma1k3dj34x
Company type: limited liability company (invested or controlled by natural person)
Registered capital: 70 million yuan
Legal representative: Cao Tiezhu
Date of establishment: June 23, 2016
Business term: June 23, 2016 to June 22, 2036
Domicile: room 3108 and room 3116, No. 161, East Shanghai Lujiazui Finance & Trade Zone Development Co.Ltd(600663) Road, China (Shanghai) pilot free trade zone. Business scope: Sales of metal materials and products, steel, mineral products, chemical raw materials and products (except hazardous chemicals, MCCs, civil explosives and precursor chemicals), gold and silver jewelry and handicrafts, leasing of self owned equipment, business information consultation, Exhibition services, engaged in the import and export of goods and technology. [for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments]
(2) Key financial data
The main financial data of Shanghai jintanglian are as follows (Unaudited):
Unit: Yuan
Project December 31, 2021
Total assets 35373070934
Total liabilities 25856821957
Net assets 9516248977
Project from January to December 2021
Operating income 433375864324
Net profit 1514942642
(3) Shareholders and actual controllers
The equity structure of Shanghai jintanglian is as follows:
No. name of shareholder contribution amount (10000 yuan) contribution proportion (%)
1 China Bosch gold 322700 46.10
2 Gerald metals (Shanghai) Co., Ltd. 154000 22.00
3 Hootech Inc(301026) 1,393.00 19.90
4 Sichuan Tianze Precious Metals Co., Ltd. 840.00 12.00
Total 700000 100.00
Tangjin is a joint venture with no actual contact in Shanghai.
(4) Relationship with the company
Shanghai jintanglian is a joint-stock enterprise of the company, and the company appoints Mr. Xia Jun, chairman of the company, as the director of jintanglian. In addition, there is no relationship between Shanghai jintanglian and the top ten shareholders of the company in terms of property rights, business, assets, creditor's rights and debts, personnel, or other relationships that may or have caused the company to favor its interests.
(5) Other
As of the signing date of this verification opinion, Shanghai Jintang couplet is not a dishonest person.
2. Fuzhou Borui enterprise management consulting center (limited partnership)
(1) Basic information
Enterprise name: Fuzhou Borui enterprise management consulting center (limited partnership)
Unified social credit Code: 91361002ma39u5qb3q
Nature of enterprise: limited partnership
Contribution: 4.95 million yuan
Executive partner: Yu Zhihao
Date of establishment: February 4, 2021
Business term: from February 4, 2021 to no fixed term
Address: No. 28, west of Fuhe Yinye Industrial Park, west of Fuhe Yinye expressway, Jiangxi Province
Business scope: general items: enterprise management consulting (except for licensed business, it can independently operate projects not prohibited or restricted by laws and regulations)
(2) Partners
The partners of Fuzhou Borui are as follows:
No. partner name category contribution amount contribution proportion (10000 yuan) (%)
1 Wang Jianchao limited partner 250.00 50.51
2 Yu Zhihao general partner (executive partner) 200.00 40.40
3 Lu Liang limited partner 45.00 9.09
Total 495.00 100.00
Note: the contribution ratio is rounded to two decimal places
(3) Key financial data
The main financial data of Fuzhou Borui are as follows (Unaudited):
Unit: Yuan
Project December 31, 2021
Total assets 445740263
Total liabilities 0.00
Net assets 445740263
Project year 2021
Operating income 0.00
Net profit 740263
(4) Relationship with the company
Mr. Yu Zhihao, the supervisor of the company, serves as the executive partner of Fuzhou Borui and holds 40.40% of its shares.
In addition, there is no relationship between Fuzhou Borui and the company's top ten shareholders in terms of property rights, business, assets, creditor's rights and debts, personnel, or other relationships that may or have caused the company to favor its interests. (5) Other
As of the signing date of this verification opinion, Fuzhou Borui enterprise management consulting center (limited partnership) is not a dishonest executee.
(II) basic information of other non affiliated investors involved in this round of joint investment
1. Zhongboshijin science and Trade Co., Ltd
Company name: zhongboshijin science and Trade Co., Ltd
Unified social credit Code: 91110106750106496l
Company type: other limited liability companies
Registered capital: 200 million yuan
Legal representative: Zheng Feng
Date of establishment: May 28, 2003
Business term: May 28, 2003 to May 27, 2043
Address: room 105, No. 7, Kexing Road, Fengtai District, Beijing
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.)
Association relationship: there is no association relationship with the company
Other interests: there is no relationship with the top ten shareholders of the company in terms of property rights, business, assets, creditor's rights and debts, personnel, etc., and there is no other relationship that may or has caused the company to favor its interests. As of the date of issuance of this verification opinion, whether it is a dishonest executee: No
2. Zhejiang Shenlian Investment Management Co., Ltd
Company name: Zhejiang Shenlian Investment Management Co., Ltd
Unified social credit Code: 91330183ma27we7q76
Company type: limited liability company (invested or controlled by natural person)
Registered capital: 500 million yuan
Legal representative: ye Biao
Date of establishment: December 4, 2015
Business term: December 4, 2015 to December 3, 2035
Address: No. 5, Jiangbin West Avenue, Fuchun street, Fuyang District, Hangzhou
