Hualong Securities Co., Ltd
about
Verification opinions on capital and share increase and related party transactions of Beijing Hezong Science&Technology Co.Ltd(300477) holding subsidiaries
Sponsor (lead underwriter)
(No. 638, Donggang West Road, Chengguan District, Lanzhou City, Gansu Province)
March, 2002
Hualong Securities Co., Ltd. (hereinafter referred to as "Hualong securities" or "sponsor") as the sponsor of Beijing Hezong Science&Technology Co.Ltd(300477) (hereinafter referred to as " Beijing Hezong Science&Technology Co.Ltd(300477) ", "listed company" or "company") to issue A-share shares to specific objects in 2020, in accordance with the administrative measures for listing recommendation business of securities development bank and the Listing Rules of gem shares of Shenzhen Stock Exchange According to the requirements of relevant laws, regulations and normative documents such as self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM and self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 7 - transactions and related party transactions, the capital increase and share expansion and related party transactions of Beijing Hezong Science&Technology Co.Ltd(300477) holding subsidiaries have been verified. The details are 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 Youli era investment partnership (limited partnership) (hereinafter referred to as "Qingdao Youli") Qingdao xingyatu investment partnership (limited partnership) (hereinafter referred to as "Qingdao xingyatu") and Qingdao huashidai investment partnership (limited partnership) (hereinafter referred to as "Qingdao huashidai"). 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; The partners of Qingdao xingyatu and Qingdao huashidai are the management team and backbone employees of Hunan Yacheng; Qingdao has lithium partners as 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 and Qingdao Heju, Qingdao Youli, Qingdao xingyatu and Qingdao huashidai intend to sign the capital increase and share expansion agreement of Qingdao huashidai, Qingdao xingyatu, Qingdao Youli and Qingdao Heju on Hunan Yacheng respectively (hereinafter referred to as the "capital increase and share expansion agreement"). The specific time of capital contribution shall be subject to the capital payment 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:
Sequence investment amount newly increased registered capital newly increased capital reserve this capital increase
Related relationship of shareholding ratio after capital increase party No. (10000 yuan) (10000 yuan) (10000 yuan) (%)
1 Qingdao Heju 57762600 24990000 32772600 5.08 affiliated legal person
2 Qingdao lithium 52134271 22555000 29579271 4.59
Qingdao Xingya non related party 3 figure 15729271 6805 H&R Century Union Corporation(000892) 4271 1.38
4 Qingdao Huashi 21727429 94 Ping An Bank Co.Ltd(000001) 2327429 1.91
generation
Total 147353571 63750000 83603571 12.96-
Note: the part of the capital contribution exceeding the subscribed registered capital is included in the capital reserve
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 the partners of Qingdao Heju are the controlling shareholders, close relatives of actual controllers, directors and senior managers or their close relatives and relatives of the company, and 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
The transaction was deliberated and approved at the third meeting of the sixth board of directors and the third meeting of the sixth board of supervisors, 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、 Basic information of the counterparty
(I) basic information of affiliated legal persons
Name: Qingdao Heju partnership (limited partnership)
Nature of Enterprise Limited Partnership
The registered capital is 57784627 million yuan
Executive partner Wang Jing
Address: room 508148, block D, Haike entrepreneurship center, building 1, No. 276 Guanshan Road, aoshanwei street, Jimo District, Qingdao, Shandong Province
The main business is to engage in investment activities with its own funds.
(except for the items that must be approved according to law, the company shall independently carry out business activities according to law with its business license)
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.
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; 1. Explanation of the relationship between Wei Zhiqiang, the general partner and the subsidiary of Wei Zhiqiang; 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 information shows that Qingdao Heju has not been listed as the dishonest executee
(II) basic information of other non related parties
Name: Qingdao Youli times Investment Co., Ltd. Qingdao xingyatu Investment Co., Ltd. Qingdao huatimes investment partnership (limited partnership) partnership (limited partnership) industry (limited partnership)
The registered capital is 52206254 million yuan, 15750988 million yuan and 21757426 million yuan
Type limited partnership limited partnership limited partnership
Executive partner Wang Zhijie, Peng Yan, Yang Xi
Registered address: Qingdao City, Shandong Province Qingdao City, Shandong Province Qingdao City, Shandong Province
Partner type: other investors, key managers and key employees of Hunan Yacheng.
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.
Others indicate that Qingdao has lithium era, Qingdao xingyatu and Qingdao huashidai have not been listed as dishonest Executees
3、 Basic information of the subject matter of related party transactions
(I) basic information
Company name: Hunan Yacheng New Material Co., Ltd
Unified social credit Code: 914 Meter Instruments Co.Ltd(301006) 639829147
Date of establishment: July 31, 2007
Enterprise nature other limited liability companies
The registered capital is 350 million yuan
Legal representative: Li Zhijun
Address: Xinkang Road, Ningxiang Economic and Technological Development Zone
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 business scope and materials of automobile power battery; 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)
Beijing Hezong Science&Technology Co.Ltd(300477) holding 81.80%;
Shareholding structure Zhejiang Huayou Cobalt Co.Ltd(603799) holding 12.13%;
Zhejiang Huayou Holding Group Co., Ltd. holds 6.07% equity.
(Hunan Yacheng is currently going through industrial and commercial change procedures)
In other cases, Hunan Yacheng was not included in the dishonest executee
(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:
Unit: 10000 yuan
Project 202110.31202012.31
Total assets 1540932312578010
Total liabilities 105422739316271
Net assets 48670503261738
Project from January to October 2021 to 2020
Operating income 83890645609283
Net profit 719077 -3079152
(III) description of ownership status of transaction object
There is no defect in the ownership of Hunan Yacheng equity, no ownership dispute or potential ownership dispute, no trust
