Huatai United Securities Co., Ltd. on Shenzhen Dynanonic Co.Ltd(300769) related natural person companies and subsidiaries
Verification opinions on additional application for comprehensive credit line, provision of guarantee and related party transactions
Huatai United Securities Co., Ltd. (hereinafter referred to as "Huatai United Securities" and "sponsor") as a sponsor of Shenzhen Dynanonic Co.Ltd(300769) (hereinafter referred to as " Shenzhen Dynanonic Co.Ltd(300769) " and "company") for initial public offering of shares and continuous supervision of issuing shares to specific objects in 2020, in accordance with the administrative measures for securities issuance and listing sponsor business The Shenzhen Stock Exchange GEM Listing Rules, Shenzhen Stock Exchange listed companies' information disclosure guidelines No. 6 - recommendation business, and Shenzhen Stock Exchange GEM listed companies' standardized operation guidelines and other relevant provisions, The Shenzhen Dynanonic Co.Ltd(300769) connected natural person provided guarantee for the company and its subsidiaries to apply for additional comprehensive credit line and connected transactions, and issued this verification opinion:
1、 Overview of related party transactions
In order to meet the capital needs of the company's production and operation and ensure the sustainable development of the company, the 13th meeting of the third board of directors and the 2020 annual general meeting of shareholders of the company considered and approved the proposal on the guarantee of applying for comprehensive credit line from financial institutions, and agreed that the company and its subsidiaries within the scope of consolidated statements apply for comprehensive credit line from banks, financial leasing companies and other financial institutions, The total credit line shall not exceed RMB 2.6 billion (excluding low-risk business line). The final credit line shall be subject to the credit line actually approved by the financial institution. The credit is mainly used for business turnover. The credit types include but are not limited to working capital loans, bank acceptances, letters of credit, letters of guarantee, etc. The 20th meeting of the third board of directors and the fourth extraordinary general meeting of shareholders in 2021 deliberated and approved the proposal on additional application for comprehensive credit line from financial institutions, and agreed that the company and its subsidiaries within the scope of consolidated statements planned to apply for additional comprehensive credit line from banks, financial leasing companies and other financial institutions not exceeding RMB 900 million, The final credit line shall be subject to the credit line actually approved by the financial institution. The credit is mainly used for business turnover. The credit types include but are not limited to working capital loans, bank acceptances, letters of credit, letter of guarantee, etc.
According to the current capital needs of the company's production and operation, in order to ensure the sustainable development of the company, the company and its subsidiaries within the scope of consolidated statements intend to apply for a new comprehensive credit line of no more than RMB 2.5 billion from banks, financial leasing companies and other financial institutions. The final credit line shall be subject to the credit line actually approved by the financial institutions, and the credit is mainly used for business turnover, Credit varieties include but are not limited to working capital loan, bank acceptance bill, letter of credit, letter of guarantee, etc.
The financial institutions mentioned in the preceding paragraph include but are not limited to Industrial And Commercial Bank Of China Limited(601398) and its branches, Agricultural Bank Of China Limited(601288) and its branches, Bank Of China Limited(601988) and its branches, China Construction Bank Corporation(601939) and its branches, Bank Of Communications Co.Ltd(601328) and its branches, Postal Savings Bank Of China Co.Ltd(601658) and its branches, China Citic Bank Corporation Limited(601998) and its branches, China Everbright Bank Company Limited Co.Ltd(601818) and its branches, China Merchants Bank Co.Ltd(600036) and its branches, Shanghai Pudong Development Bank Co.Ltd(600000) and its branches China Minsheng Banking Corp.Ltd(600016) and its branches, Ping An Bank Co.Ltd(000001) and its branches, Industrial Bank Co.Ltd(601166) and its branches, Bank Of Ningbo Co.Ltd(002142) and its branches, Guangzhou Rural Commercial Bank Co., Ltd. and its branches, Bank Of Beijing Co.Ltd(601169) and its branches, China Zheshang Bank Co.Ltd(601916) and its branches, HSBC (China) Co., Ltd. and its branches, Fudian Bank Co., Ltd. and its branches Macao International Bank Co., Ltd. and its branches, Hengfeng Bank Co., Ltd. and its branches, etc.
The validity of the resolution on applying for comprehensive credit line is from the date of deliberation and approval of the first extraordinary general meeting of shareholders in 2022 to the date of convening the annual general meeting of shareholders in 2021. Within the credit term, the credit line can be recycled and can be adjusted between the company and its wholly-owned subsidiaries and holding subsidiaries. The company can transfer the credit line granted by financial institutions to wholly-owned subsidiaries and holding subsidiaries. The above comprehensive credit line is not equal to the actual financing line of the company, and the actual financing line shall be within the credit line. The specific financing amount will be reasonably determined according to the actual needs of the company's working capital, and the financing amount shall be subject to the actual financing amount of the company and financial institutions.
The company's related parties, Mr. Ji Xuewen and Mr. Kong Lingyong, intend to jointly or separately provide free guarantee for the above credit facilities of the company and its subsidiaries, with a guarantee limit of no more than RMB 2.5 billion. The validity of the guarantee resolution is from the date of deliberation and approval of the company's first extraordinary general meeting in 2022 to the date of convening the annual general meeting in 2021, The specific guarantee terms shall be subject to the guarantee contract actually signed by each guarantor and relevant parties.
As Mr. Ji Xuewen is one of the actual controllers of the company and Mr. Kong Lingyong is one of the actual controllers, chairman and general manager of the company, this guarantee constitutes a connected transaction in accordance with the provisions of the Listing Rules of gem shares of Shenzhen Stock Exchange.
The above credit and guarantee matters need to be submitted to the general meeting of shareholders of the company for deliberation.
2、 Basic information of related parties
Mr. Ji Xuewen holds 15606324 shares of the company, accounting for 17.49%; Mr. Kong Lingyong directly holds 12423240 shares of the company, accounting for 13.92%. He is currently the chairman and general manager of the company.
Mr. Ji Xuewen and Mr. Kong Lingyong are persons acting in concert and one of the joint actual controllers of the company.
3、 Main contents of credit and guarantee agreements and related party transactions
At present, the company has not signed relevant credit and guarantee agreements. The above proposed credit and guarantee line shall be subject to the actual approval of banks and other financial institutions, the actual financing and actual guarantee amount shall be subject to the agreements actually signed with banks and other financial institutions, and the final actual guarantee amount will not exceed the total guarantee amount applied for this time.
The actual controllers of the company, Mr. Ji Xuewen and Mr. Kong Lingyong, are the guarantee for the company and its subsidiaries to apply for a comprehensive credit line from financial institutions. They are free guarantees, do not charge any fees to the company, and do not require the company or its subsidiaries to provide counter guarantee.
4、 Transaction purpose and impact on Listed Companies
The credit application is based on the actual business needs of the company and is in line with the company's long-term strategic plan. The actual controllers of the company, Mr. Ji Xuewen and Mr. Kong Lingyong, provide joint and several liability guarantee for the above credit free of charge, which reflects the support for the development of the company, is in line with the interests of the company and all shareholders, and will not have an adverse impact on the operating performance of the company.
5、 From the beginning of the year to the disclosure date, the cumulative total amount of related party transactions with the above related parties has occurred
From the beginning of 2021 to the issuance date of this verification opinion, Mr. Ji Xuewen and Mr. Kong Lingyong provided free guarantee for the company and its subsidiaries to apply for credit without charging any fee, and the company and its subsidiaries did not provide counter guarantee.
From the beginning of 2021 to the date of issuance of this verification opinion, the cumulative amount of related party transactions between the company and related parties Mr. Ji Xuewen and Mr. Kong Lingyong is 0 yuan, and the cumulative total amount of related party transactions with related parties controlled by Mr. Kong Lingyong is 56.85 million yuan.
6、 Relevant decision-making procedures to be performed
This time, the company and its subsidiaries applied for additional comprehensive credit line and related guarantee from financial institutions, which has been deliberated and adopted at the 24th Meeting of the third board of directors of the company, and the related directors avoided voting on the guarantee proposal. The independent directors of the company conducted prior review on the related party transactions involved in the company's application for comprehensive credit line, and issued prior approval opinions and clearly agreed independent opinions. The company and its subsidiaries' additional application for comprehensive credit line and related guarantee from financial institutions needs to be submitted to the general meeting of shareholders of the company for deliberation.
7、 Verification opinions of the recommendation institution
After verification, Huatai United Securities believes that: the company's affiliated natural persons provide guarantee for the company and its subsidiaries to apply for additional comprehensive credit line free of charge, and the company and its subsidiaries do not provide counter guarantee, which reflects the support for the development of the company, is conducive to meeting the needs of the company's operation and development, and is in line with the interests of the company and all shareholders. The above-mentioned guarantee matters have been deliberated and approved by the board of directors of the company (the related directors have avoided voting), the voting procedures are legal and effective, the independent directors have expressed their independent opinions approved and clearly agreed in advance on the transaction, and the decision-making procedures of this related party transaction comply with the Listing Rules of GEM stocks of Shenzhen Stock Exchange Relevant provisions such as the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange and the articles of association. This matter needs to be submitted to the general meeting of shareholders of the company for deliberation. Huatai United Securities has no objection to this connected transaction.
(there is no text on this page, which is the signature and seal page of the verification opinions of Huatai United Securities Co., Ltd. on Shenzhen Dynanonic Co.Ltd(300769) connected natural person providing guarantee for the company and its subsidiaries' additional application for comprehensive credit line and connected transactions)
Sponsor representative:
Li Xiao, Dong Ruichao
Huatai United Securities Co., Ltd. January 5, 2022
