Securities code: Beijing Hezong Science&Technology Co.Ltd(300477) securities abbreviation: Beijing Hezong Science&Technology Co.Ltd(300477) Announcement No.: 2022038
Beijing Hezong Science&Technology Co.Ltd(300477)
Announcement on capital increase and share expansion of holding subsidiaries and related party transactions
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.
Beijing Hezong Science&Technology Co.Ltd(300477) (hereinafter referred to as " Beijing Hezong Science&Technology Co.Ltd(300477) ," company "or" listed company ") held the third meeting of the sixth board of directors and the third meeting of the sixth board of supervisors respectively on March 21, 2022, deliberated and adopted the proposal on capital and share increase and related party transactions of holding subsidiaries. The relevant matters are hereby announced as follows:
1、 Overview of related party transactions
(I) basic information
In order to optimize the company's ownership structure and reasonably allocate resources, the company's holding subsidiary Hunan Yacheng new materials Co., Ltd. (hereinafter referred to as "Hunan Yacheng" and "target company") plans to increase capital and shares, and introduce new investors Qingdao Heju investment partnership (limited partnership) (hereinafter referred to as "Qingdao Heju"), Qingdao xingyatu investment partnership (limited partnership) (hereinafter referred to as "Qingdao xingyatu") Qingdao huashidai investment partnership (limited partnership) (hereinafter referred to as "Qingdao huashidai") and Qingdao Youli investment partnership (limited partnership) (hereinafter referred to as "Qingdao Youli"). Among them, Qingdao Heju is invested and established by the controlling shareholder, close relatives of the actual controller, directors and senior managers or their close relatives and relatives; Qingdao xingyatu and Qingdao huashidai contributed to the establishment of Hunan Yacheng management team and key employees; Qingdao has lithium invested and established for other investors. Combined with the future development strategic planning and actual operation, the company plans to give up the priority subscription right to the newly increased registered capital of Hunan Yacheng.
Recently, Hunan Yacheng plans to sign the capital and share increase agreement of Qingdao Heju, Qingdao xingyatu, Qingdao huashidai and Qingdao Youli on Hunan Yacheng (hereinafter referred to as the "capital and share increase agreement") with Qingdao Heju, Qingdao xingyatu, Qingdao huashidai and Qingdao Youli respectively. Qingdao Heju, Qingdao xingyatu, Qingdao huashidai and Qingdao Youli plan to invest in Hunan Yacheng. The specific time of capital contribution is subject to the capital contribution notice issued by the executive partner of the partnership. The names and subscription proportion of investors for this capital and share increase are as follows:
The amount of investment subscribed and the amount of newly injected capital exceeds the amount of this capital increase subscribed
The post shareholding ratio of the capital increase Party (RMB 10000) to the registered capital is included in the capital reserve (%)
(10000 yuan)
1 Qingdao Heju 57762600 24990000 32772600 5.08 affiliated legal person
2 Qingdao xingyatu 15729271 6805 H&R Century Union Corporation(000892) 4271 1.38
3 Qingdao huashidai 21727429 94 Ping An Bank Co.Ltd(000001) 2327429 1.91 non related parties
4 Qingdao lithium 52134271 22555000 29579271 4.59
Total 147353571 63750000 83603571 12.96-
According to the announcement of Beijing Hezong Science&Technology Co.Ltd(300477) on capital increase and share expansion of wholly-owned subsidiaries and introduction of strategic investors issued by the company on cninfo.com, the gem information disclosure media designated by the CSRC on January 28, 2022, Zhejiang Huayou Cobalt Co.Ltd(603799) (hereinafter referred to as " Zhejiang Huayou Cobalt Co.Ltd(603799) ") and Zhejiang Huayou Holding Group Co., Ltd. (hereinafter referred to as "Huayou holding") jointly increased the capital of Hunan Yacheng. After the capital increase and share expansion, The registered capital will increase from 350 million yuan to 427873900 yuan, and the company's shareholding in Hunan Yacheng will decrease from 100.00% to 81.80%. At present, Hunan Yacheng is going through the industrial and commercial change procedures.
After the completion of the capital increase and share expansion of Hunan Yacheng, the registered capital will increase from RMB 427873900 to RMB 491623900, and the company's shareholding ratio in Hunan Yacheng will decrease from 81.80% to 71.20%. There is no change in the scope of the consolidated statements, and Hunan Yacheng is still a holding subsidiary within the scope of the consolidated statements of the company.
Whereas some of the partners in Qingdao Heju are the controlling shareholders, close relatives of the actual controllers, directors and senior managers or their close relatives and relatives, Qingdao Heju is a related party of the company. According to the relevant provisions of Shenzhen Stock Exchange gem stock listing rules, Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 7 - transactions and related party transactions, and the articles of association of the company, Qingdao Heju participated in the capital increase and share expansion of Hunan Yacheng, the holding subsidiary of the company, by 577626 million yuan, constituting the related party transaction of the listed company, and the related directors need to avoid voting. The capital increase and share expansion of Hunan Yacheng and related party transactions are within the approval authority of the board of directors of the company and do not need to be submitted to the general meeting of shareholders of the company for deliberation. This transaction does not constitute a major asset restructuring stipulated in the administrative measures for major asset restructuring of listed companies, and does not need to be approved by relevant departments.
The capital of this transaction comes from the self owned funds of all partners, and there is no case that the company directly or indirectly provides loans to the directors, executives and related parties of the company.
(II) review procedure
The capital increase and share expansion and related party transactions have been deliberated and approved at the third meeting of the sixth board of directors and the third meeting of the sixth board of supervisors on March 21, 2022, and the related directors have avoided voting. The independent directors of the company expressed their prior approval opinions and agreed independent opinions on the transaction.
2、 Introduction to the basic information and related relationship of the counterparty
(I) basic information of affiliated legal person
Name: Qingdao Heju investment partnership (limited partnership)
Type: limited partnership
Executive partner Wang Jing
The registered capital is 57784627 million yuan
Registered address: room 508148, block D, Haike entrepreneurship center, building 1, No. 276 Guanshan Road, aoshanwei street, Jimo District, Qingdao, Shandong Province
Partner type: controlling shareholder of the company, close relatives of actual controller, directors and senior managers or their close relatives and relatives
The source of funds is the legal salary income of the partners and the self owned or self raised funds obtained by other means permitted by laws and administrative regulations.
Related relationship description: Wang Jing, general partner and executive partner of Qingdao Heju, is the niece of Zhang Xiaoyi, the current director and chief financial officer of the company; Liu Yixin, the limited partner, is the daughter of Mr. Liu zegang, the controlling shareholder and actual controller of the company; Wei Yi, the limited partner, is the son of Mr. Wei Qiang, the director and general manager of the company; Zhang Dehao, a limited partner, is the son of Mr. Zhang renzeng, the former director of the company (who has left office at the expiration of the Fifth Board of directors and has not completed 12 months); Feng Zheng, a limited partner, is the former deputy general manager of the company (he has left his post at the expiration of the Fifth Board of directors and has not completed 12 months); Zhang Shu, the limited partner, is the current director, deputy general manager and Secretary of the board of directors of the company.
Other explanations: Qingdao Heju has not been listed as the dishonest executee.
(II) basic information of other non related parties
Name: Qingdao xingyatu investment Qingdao huashidai investment Qingdao Youli Shidai investment partnership (limited partnership (limited partnership))
The registered capital is 15750988 yuan, 21757426 yuan and 52206254 yuan
Type limited partnership limited partnership limited partnership
Executive affairs: Peng Yan, Yang Xi, Wang Zhijie
Gang
Registered address: Qingdao City, Shandong Province
Partner type: Hunan Yacheng business management team, key employees, etc. Other investors
Source of funds: Legal salary income of partners and other ways permitted by laws and administrative regulations
Self owned or self raised funds obtained.
Other explanations include that Qingdao xingyatu, Qingdao huashidai and Qingdao Youli are not listed as dishonest Executees.
3、 Basic information of the target company
(I) basic information
1. Company name: Hunan Yacheng New Material Co., Ltd
2. Nature of enterprise: other limited liability companies
3. Registered address: Xinkang Road, Ningxiang Economic and Technological Development Zone
4. Legal representative: Li Zhijun
5. Registered capital: 350 million yuan
6. Date of establishment: July 31, 2007
7. Unified social credit Code: 914 Meter Instruments Co.Ltd(301006) 639829147
8. Business scope: manufacturing and sales of lithium ion batteries; Production, sales and development of lithium ion battery materials; Production of automobile power battery and automobile power battery materials; Sales of automotive power batteries, automotive power battery materials and batteries; Research and development of automotive power batteries and electronic products; Research on automotive power battery materials; Technology development, consultation and transfer of new energy; Promotion of new energy technologies; Sales, production and R & D of new materials and related technologies; Development of power battery recycling technology and Research on echelon utilization; Battery recycling; Battery recycling. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
9. Other notes: Hunan Yacheng is not a dishonest person to be executed.
(II) main financial conditions
According to the audit report ZTE Cai Guang Hua Shen Hui Zi (2021) No. 220096 issued by ZTE Cai Guang Hua Certified Public Accountants (special general partnership), the recent financial data of Hunan Yacheng are as follows:
Reporting period: October 31, 2021 / January October 2021 to December 31, 2020 / year 2020
Financial indicators (unit: 10000 yuan) (unit: 10000 yuan)
Total assets 1540932312578010
Total liabilities 105422739316271
Net assets 48670503261738
Operating income 83890645609283
Net profit 719077 -3079152
(III) description of ownership status of transaction object
There is no defect in the equity ownership of Hunan Yacheng, no ownership dispute or potential ownership dispute, no trust, entrusted shareholding or similar arrangement, no commitment or arrangement prohibiting transfer or restricting transfer, no pledge, freezing, seizure, property preservation or other rights restrictions, and no litigation, arbitration or other forms of disputes affecting this transaction.
(IV) before and after the capital increase, the equity structure of Hunan Yacheng is as follows:
Before capital increase, after the first capital increase and after the second capital increase
Shareholder name or name registered capital shareholding ratio registered capital shareholding ratio registered capital shareholding ratio (10000 yuan) cases (%) (10000 yuan) cases (%) (10000 yuan) cases (%)
Beijing Beijing Hezong Science&Technology Co.Ltd(300477) shares
350000000 100.00350000000 81.80350000000 71.20 shares of Zhejiang Zhejiang Huayou Cobalt Co.Ltd(603799) Co., Ltd
-- 51915900 12.1351915900 10.56 shares of Zhejiang Huayou Holding Group Co., Ltd
-- 25958000 6.0725958000 5.28 Group Co., Ltd. Qingdao Heju Investment Co., Ltd
Partnership enterprise (limited partnership -- 24990000 5.08 partnership) Qingdao xingyatu investment
