Verification opinions of Zhongde Securities Co., Ltd. on the transfer of 100% equity and related party transactions of Yanggu Guangyao new energy Co., Ltd. by Harbin Jiuzhou Group Co.Ltd(300040) wholly owned subsidiary
Zhongde Securities Co., Ltd. (hereinafter referred to as “Zhongde securities” or “sponsor”) is the sponsor of Harbin Jiuzhou Group Co.Ltd(300040) (hereinafter referred to as ” Harbin Jiuzhou Group Co.Ltd(300040) ” or “company”) in the continuous supervision stage, In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of securities issuance and listing recommendation business, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on the gem, the Listing Rules of Shenzhen Stock Exchange on the gem and other relevant provisions, Prudently checked the transfer of 100% equity and related party transactions of Yanggu Guangyao new energy Co., Ltd. by Harbin Jiuzhou Group Co.Ltd(300040) wholly-owned subsidiary. The verification results and verification opinions are as follows:
1、 Transaction overview:
On March 15, 2022, Harbin Jiuzhou Group Co.Ltd(300040) held the 26th meeting of the seventh board of directors, deliberated and adopted the proposal on the transfer of 100% equity and related party transactions of Yanggu Guangyao new energy Co., Ltd. by a wholly-owned subsidiary, The equity investment fund Ronghe Diantou No.1 (Jiaxing) venture capital partnership (limited partnership) (hereinafter referred to as “Ronghe No.1”) agreed to increase the capital of RMB 34 million to Yanggu Guangyao new energy Co., Ltd. (hereinafter referred to as “the target company”). After the capital increase, Harbin Jiuzhou Energy Investment Co., Ltd. (hereinafter referred to as “Jiuzhou energy”), a wholly-owned subsidiary of Harbin Jiuzhou Group Co.Ltd(300040) intends to transfer 100% equity of the target company (hereinafter referred to as “this transaction”) held by Ronghe No. 1 and Ronghe Diantou No. 3 (Jiaxing) venture capital partnership (limited partnership) (hereinafter referred to as “Ronghe No. 3”) for RMB 300000. After the completion of this transaction, Jiuzhou energy will hold 100% equity of the target company.
Jiuzhou energy and Ronghe No. 1 are wholly-owned subsidiaries and holding equity investment funds of the company respectively. This transaction constitutes a related party transaction and does not constitute a major asset reorganization specified in the administrative measures for major asset reorganization of listed companies. This transaction needs to be submitted to the third extraordinary general meeting of shareholders of the company in 2022 for deliberation.
2、 Basic information of the counterparty:
Ronghe (I)
1. Company type: limited partnership;
2. Registration authority: administrative examination and approval Bureau of Nanhu District, Jiaxing City;
3. Address: room 104-61, building 1, fund Town, No. 1856, Nanjiang Road, Nanhu District, Jiaxing City, Zhejiang Province;
4. Registered capital: 575 million yuan;
5. Unified social credit Code: 91330402ma2b8hq065;
6. Business scope: venture capital and investment management. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments).
7. Major shareholders and shareholding ratio: Harbin Jiuzhou Group Co.Ltd(300040) 60%; State Power Investment Group Industrial Fund Management Co., Ltd. 40%;
8. Ronghe No. 1 is the equity investment fund controlled by Harbin Jiuzhou Group Co.Ltd(300040) and belongs to the related party of the company;
9. Ronghe No. 1 is not the person to be executed for breach of faith;
10. Financial data of the last two years:
Unit: Yuan
December 31, 2021 December 31, 2020
Total assets 6383663134164938270991
Total liabilities 63297936401981260473
Paid in capital 575000 Shenzhen Fountain Corporation(000005) 7500000000
Net assets 5750683770162957010518
Project: January December 2021 January December 2020
Operating income 0
Total profit 43956 Hangzhou Juheshun New Material Co.Ltd(605166) 363855778
Net profit 43956 Hangzhou Juheshun New Material Co.Ltd(605166) 363855778
Note: the financial data of 2020 were audited by Daxin Certified Public Accountants (special general partnership) (SZ [2021] No. 101818); The financial data for 2021 are unaudited.
(II) Ronghe 3
1. Company type: limited partnership;
2. Registration authority: administrative examination and approval Bureau of Nanhu District, Jiaxing City;
3. Address: room 104-63, building 1, fund Town, No. 1856, Nanjiang Road, Nanhu District, Jiaxing City, Zhejiang Province;
4. Registered capital: 30 million yuan;
5. Unified social credit Code: 91330402ma2b8hq49j;
6. Business scope: venture capital and investment management. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments).
7. Major shareholders and shareholding ratio: 96.67% of Shanghai China Power Investment and new energy investment management center (limited partnership); State Power Investment Group Industrial Fund Management Co., Ltd. 3.33%;
8. Ronghe No. 3 is not a dishonest person;
9. Financial data of the last two years:
Without actual operation, the total assets, total liabilities, income and net profit in the past two years are 0.
3、 Basic information of transaction object
1. Target company: Yanggu Guangyao new energy Co., Ltd;
2. Date of establishment: May 19, 2014;
3. Registered capital: 307601 million yuan;
4. Registration authority: Yanggu County market supervision and Administration Bureau;
5. Registered address: No. 68, panglou village, a town, Yanggu County, Liaocheng City, Shandong Province;
6. Business scope: Cecep Solar Energy Co.Ltd(000591) power generation, development and management of new energy projects; Development, consultation, transfer and services of new energy technologies (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments).
7. Major shareholders and shareholding ratio: Ronghe No. 1 9999967%; Ronghe No. 3 000033%.
8. (1) according to the audit report and financial statements of Yanggu Guangyao new energy Co., Ltd. (Xin Kuai Shi Bao Zi [2022] No. zl50029) issued by Lixin Certified Public Accountants (special general partnership), as of November 30, 2021, the book net assets of Yanggu Guangyao new energy Co., Ltd. were -33.7 million yuan.
(2) According to the “Yanggu Guangyao new energy Co., Ltd.” issued by Beijing zhongtonghua Assets Appraisal Co., Ltd
The assets appraisal report (zhongtonghua pingbao Zi 2022 No. 030228) takes November 30, 2021 as the appraisal base date, and the appraisal value of Yanggu Guangyao new energy Co., Ltd. by using the income method is RMB – 33.7 million.
(3) As the audited net assets of the target company are negative, Ronghe No. 1 plans to increase the capital of RMB 34 million to Yanggu Guangyao new energy Co., Ltd. through negotiation between the transaction parties. According to the net assets after the capital increase, the transaction price is determined to be 300000 yuan, the pricing is fair, and there is no damage to the interests of the company or shareholders.
9. Main financial data of the subject company for one year and one period:
Unit: Yuan
Project: November 30, 2021 December 31, 2020
Total assets 49362017318619919650
Total liabilities 8306217317880 Tkd Science And Technology Co.Ltd(603738)
Paid in capital 307 Shanghai Pudong Development Bank Co.Ltd(600000) 0
Net assets -33700 Shenzhen Quanxinhao Co.Ltd(000007) 39315912
Project from January to November 2021 to December 2020
Operating income 495491166533591346
Total profit -4109315912 -482288548
Net profit -4109315912 -482288548
Note 1: the financial data from January to November 2021 were audited by Lixin Certified Public Accountants (special general partnership). The financial data of 2020 were audited by Daxin Certified Public Accountants (special general partnership).
Note 2: in the financial report from January to November 2021, the asset impairment loss is 3653054468 yuan according to the evaluation report.
4、 Guarantee situation
Harbin Jiuzhou Group Co.Ltd(300040) has no guarantee for the target company.
5、 Pricing policy and basis of related party transactions
The pricing of this transaction is based on the audit report and financial statements issued by the audit institution and the evaluation report issued by the evaluation institution jointly confirmed in writing by all parties. The appraisal results of the income method are selected as the appraisal conclusion. The difference between the transaction price and the net assets after capital increase is small, the price is fair and in line with the market transaction pricing.
6、 Main contents of transaction agreement
1. Signatory
Ronghe No. 1 (transferor 1);
Ronghe No. 3 (transferor 2);
(transferor is the general term of transferor 1 and transferor 2)
Jiuzhou energy (transferee).
2. Subject matter of transaction
Transferor 1 and transferor 2 jointly hold 100% equity of the target company.
3. Transfer price
According to the audit report and financial statements of Yanggu Guangyao new energy Co., Ltd. (Xin Hui Shi Bao Zi [2022] No. zl50029) issued by the audit institution and the appraisal report (Zhong Tong Hua Ping Bao Zi 2022 No. 030228) issued by the appraisal institution, the net assets of the subject company on the benchmark date of appraisal are – 33.7 million yuan. After negotiation between the parties to the transaction, It is finally confirmed that the transferor 1 will increase the capital of the target company by 34 million yuan (in words: thirty-four million yuan only) within 15 working days from the date of signing the contract. After the capital increase is completed, the transfer price of the target equity under the contract is set as 300000 yuan (in words: three hundred thousand yuan only).
4. Payment method
4.1 from the effective date of this contract, the transferee shall pay 300000 yuan to the transferor 1 within 10 working days. 4.2 from the effective date of this contract, the transferee shall pay RMB 0 to the transferor 2.
5. Transferor’s commitment
5.1 the transferor promises to cooperate with the target company to go through various change registration procedures related to this equity transfer from the effective date of this contract until the target company completes the industrial and commercial change registration procedures of this equity transfer.
2.5 if the transferee has not negotiated in writing on the subject matter of this contract, it will not negotiate with any third party on the subject matter of equity transfer since the date of signing this contract.
5.3 the profits and losses generated during the transition period corresponding to the subject equity belong to the transferee.
5.4 the transferor promises to increase the capital of the target company by 34 million yuan according to the contract before the industrial and commercial change.
6. Transferee’s commitment
6.1 the transferee is a limited liability company established and legally existing according to law and has the subject qualification of an independent legal person.
6.2 the transferee will pay the corresponding equity transfer price to the transferor in full and on time in strict accordance with the provisions of Article 3 of the contract, and the capital source of the equity transfer consideration used to pay to the transferor is legal.
7. Liability for breach of contract
Either party violates the agreement and
