Securities code: Ningbo Zhenyu Technology Co.Ltd(300953) securities abbreviation: Ningbo Zhenyu Technology Co.Ltd(300953) Announcement No.: 2022020 Ningbo Zhenyu Technology Co.Ltd(300953)
Announcement on related party transactions involved in the issuance of shares to specific objects
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.
1、 Overview of related party transactions
The issuing object of the shares issued to specific objects this time is Jiang Zhenlin and Ningbo Zhenyu new energy Co., Ltd. controlled by Jiang Zhenlin. The actual controllers Jiang Zhenlin and Hong Ruidi jointly hold 51.03% of the shares of the company directly and indirectly before the issuance. Therefore, the subscription of Jiang Zhenlin and Ningbo Zhenyu NEW Energy Co., Ltd. controlled by Jiang Zhenlin constitutes a related party transaction.
The company will perform the approval procedures for related party transactions in strict accordance with relevant regulations. The independent directors of the issuer have expressed their prior approval opinions and agreed independent opinions on the related party transactions involved in this non-public offering. When the board of directors considered the proposals related to this non-public offering, the related directors avoided voting. When relevant proposals are submitted to the general meeting of shareholders for deliberation, related shareholders will also withdraw from voting.
2、 Basic information of related parties
1. Ningbo Zhenyu new energy Co., Ltd
Ningbo Zhenyu new energy Co., Ltd
Unified social credit code 91330226ma7bjufx0g
Date of establishment of the company: October 18, 2021
Registered capital: 30 million yuan
Registered address: Building 2, Wanghai Industrial Park, Xidian Town, Ninghai County, Ningbo City, Zhejiang Province
Legal representative: Jiang Zhenlin
Shareholder Jiang Zhenlin 100%
General items: manufacturing of photovoltaic equipment and components; Manufacturing of special equipment for semiconductor devices; Mechanical and electrical business scope: manufacturing of gas equipment; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Manufacturing of special electronic materials (except for the items that must be approved according to law, carry out business activities independently according to law with the business license).
2. Jiang Zhenlin
Ningbo Zhenyu Technology Co.Ltd(300953) controlling shareholders and actual controllers are Mr. Jiang Zhenlin and Ms. Hong Ruidi. Mr. Jiang Zhenlin and Ms. Hong Ruidi directly hold 31.52% and 14.16% of the shares of the company respectively, accounting for 45.68% of the total share capital of the company before issuance; Juxin investment controlled by Mr. Jiang Zhenlin holds 5.35% of the shares of the company; Therefore, Mr. Jiang Zhenlin and Ms. Hong Ruidi jointly control 51.03% of the voting shares of the company through direct and indirect shareholding.
Mr. Jiang Zhenlin and Ms. Hong Ruidi are husband and wife. Mr. Jiang Zhenlin is the chairman and general manager of the company, and Ms. Hong Ruidi is the director of the company. Therefore, Mr. Jiang Zhenlin and Ms. Hong Ruidi are the controlling shareholders and actual controllers of the company.
Mr. Jiang Zhenlin: China nationality, no permanent residence right abroad, ID number 330226196711. Mr. Jiang Zhenlin was born in November 1967, Chinese nationality, without permanent residency abroad. In 1994, he founded Ningbo Zhenda steel needle manufacturing Co., Ltd., the predecessor of the company, and served as the executive director and general manager of the company. From November 2012 to now, served as the chairman and general manager of the company; Now he is also the executive director and general manager of Ningde Zhenyu. Mr. Jiang Zhenlin has more than 20 years of experience in mold design and manufacturing. He once served as the standing member of the Ninth CPPCC National Committee of Ninghai County. Now he is the executive director of China mold industry association, the vice president of Ningbo mold industry association and the vice president of Zhejiang Mold Industry Federation. He is the first inventor of many patents such as “a stator core and the ribbon laminate forming the stator core”.
Ms. Hong Ruidi: China nationality, no permanent residence right abroad, ID number 330226196907. Ms. Hong Ruidi was born in July 1969, Chinese nationality, without permanent residency abroad. Once worked in the financial department of Ningbo Zhenda steel needle manufacturing Co., Ltd. Since November 2012, he has served as a director of the company.
3、 Basic information of related party transactions
The subject matter of this transaction is the RMB common shares (A shares) issued by the company to specific objects.
4、 Pricing policy and basis of related party transactions
The pricing benchmark date of this issuance of shares is the announcement date of the resolution of the fourth meeting of the Fourth Board of directors of the company, i.e. March 23, 2022. The issuing price of the shares issued to specific objects is 82.63 yuan / share, which is no less than 80% of the average trading price of the company’s A-Shares 20 trading days before the pricing benchmark date.
Average trading price of A-Shares of the company 20 trading days before the pricing benchmark date = 20 trading days before the pricing benchmark date
Total A-share trading volume of the company on the day / total A-share trading volume of the company 20 trading days before the pricing benchmark date. If the company’s shares have ex right and ex interest matters such as dividend distribution, bonus shares and conversion of capital reserve into share capital from the pricing base date to the issuance date, the issuance price of this issuance will be adjusted accordingly. The adjustment formula is:
Cash dividend: P1 = p0-d
Bonus shares or converted into share capital: P1 = P0 / (1 + n)
Two items are carried out simultaneously: P1 = (p0-d) / (1 + n)
Among them, P1 is the issue price after adjustment, P0 is the issue price before adjustment, D is the cash dividend paid per share, and N is the number of bonus shares or converted into share capital per share.
5、 Main contents of related party transaction agreement
The main contents of the related party transaction agreement are detailed in the company’s website (www.cn. Info. Com. CN.) on the same day Announcement on signing conditional effective share subscription agreement with subscription object and other announcements disclosed.
6、 Transaction purpose and impact on the company
(I) purpose of issuing shares to specific objects
1. The actual controller is optimistic about the future development of the company and increases his shareholding in the company
As of the date of issuance of this plan, Mr. Jiang Zhenlin and Ms. Hong Ruidi, the actual controllers of the company, directly hold 31.52% and 14.16% of the shares of the company respectively, and Juxin investment controlled by Mr. Jiang Zhenlin holds 5.35% of the shares of the company. Therefore, Mr. Jiang Zhenlin and Ms. Hong Ruidi jointly control 51.03% of the voting shares of the company through direct and indirect shareholding.
The total amount of funds raised in this offering does not exceed 800 million yuan, and the issue price is 82.63 yuan / share. Jiang Zhenlin and Ningbo Zhenyu new energy Co., Ltd., which is controlled by Jiang Zhenlin, will subscribe for 800 million yuan based on optimistic about the future development of the company, including 320 million yuan for Jiang Zhenlin and 480 million yuan for Ningbo Zhenyu new energy Co., Ltd.
After the successful issuance, the actual controllers Jiang Zhenlin and Hong Ruidi accounted for 55.64% of the total share capital of the company after the issuance, and the shareholding ratio was further increased. On the one hand, it was conducive to enhance the stability of the company’s control, on the other hand, it fully reflected the firm confidence of the actual controllers Jiang Zhenlin and Hong Ruidi in the long-term and stable development of the company.
2. Improve the level of operation and management and cultivate new profit growth points
In recent years, with the continuous development of the downstream new energy vehicle market, the demand for precision structural parts of power lithium battery continues to grow, which makes the scale of the company expand rapidly. Subject to the business model of new energy vehicle power lithium battery industry, the accounting period of downstream customers is generally greater than that of upstream suppliers (such as suppliers of bulk commodities such as aluminum and steel), forming a certain time difference. Therefore, the daily production and operation activities of the company in the rapid expansion period have high requirements for working capital.
With the completion of the stock issuance to specific objects and the funds raised in place, the cash flow of daily business activities will be improved after the funds raised are in place. On the one hand, it will be conducive to the further development of future business and the growth of market share. On the other hand, it will also contribute to the implementation of the company’s current projects under construction, so as to cultivate new profit growth points and enhance sustainable profitability.
3. Optimize the capital structure and consolidate the position of the industry
Through this issuance to specific objects, the company will significantly improve the capital structure and reduce the asset liability ratio and financial risk. After the raised funds are in place, the company’s capital strength will be greatly enhanced, which will help consolidate the sustainable development foundation of the company in terms of industrial layout and long-term development strategy, alleviate the working capital pressure faced by the company’s business development, and create good conditions for deepening business layout, realizing leapfrog development and consolidating the position of the industry. (II) whether the issuance leads to the change of the company’s control
Before and after this offering, the controlling shareholders of the listed company are Jiang Zhenlin, and the actual controllers are Jiang Zhenlin and Hong Ruidi. This issuance will not lead to changes in the company’s control.
7、 Major transactions in the 24 months before the disclosure of the issuance plan
In the 24 months before the disclosure of this plan, Jiang Zhenlin had related party transactions with the company, mainly because he worked in the company for salary. In 2020 and 2021, Jiang Zhenlin’s salary in the company was 1283800 yuan and 1606100 yuan. The related party transactions between Jiang Zhenlin, Hong Ruidi and the company are as follows:
Whether the guaranteed amount is guaranteed by the guarantor (yuan) the starting date of the guarantee and the expiration date of the guarantee have been fulfilled
Jiang Zhenlin, Hong Ruidi, our company 5000000000 September 13, 2021 September 13, 2022 no
Day 13
Jiang Zhenlin, Hong Ruidi, our company 3000000000 November 8, 2021 November 11, 2022 no
August 8th
Jiang Zhenlin and Hong Ruidi the company 1000000000 May 20, 2020 March 12, 2021
Jiang Zhenlin and Hong Ruidi the company 1000000000 May 26, 2020 March 12, 2021
Jiang Zhenlin and Hong Ruidi the company 1000000000 November 25, 2020 March 12, 2021
Jiang Zhenlin, Hong Ruidi, our company 2500000000 June 24, 2020 June 23, 2021
Jiang Zhenlin and Hong Ruidi the company 2500000000 June 28, 2020 June 27, 2021
Jiang Zhenlin and Hong Ruidi the company Shanghai Pudong Development Bank Co.Ltd(600000) 0000 June 17, 2020 June 16, 2021
Jiang Zhenlin and Hong Ruidi the company 1000000000 July 28, 2020 May 20, 2021
Jiang Zhenlin and Hong Ruidi the company 1000000000 July 29, 2020 May 20, 2021
Jiang Zhenlin and Hong Ruidi the company 2000000000 December 15, 2020 December 14, 2021
Jiang Zhenlin, Hong Ruidi, our company 3000000000 March 30, 2020 March 30, 2021
