China Merchants Securities Co.Ltd(600999)
About Shanghai Putailai New Energy Technology Co.Ltd(603659)
Verification opinions on capital and share increase and related party transactions of Jiangsu Jiatuo, a wholly-owned subsidiary
China Merchants Securities Co.Ltd(600999) (hereinafter referred to as ” China Merchants Securities Co.Ltd(600999) ” or “sponsor”) has continued the continuous supervision of the company’s previous public development of convertible bonds since the disclosure of the announcement on the change of sponsor and sponsor representative on April 30, 2020. On December 4, 2020, after the company’s non-public offering of A-Shares in 2020 was listed, as the sponsor of this non-public offering, the company continued to perform the obligation of continuous supervision. In accordance with the relevant provisions of the measures for the administration of securities issuance and listing recommendation business, the stock listing rules of Shanghai Stock Exchange and the guidelines for self discipline supervision of listed companies of Shanghai Stock Exchange No. 11 – continuous supervision, the capital increase and share expansion and related party transactions of Jiangsu Jiatuo, a wholly-owned subsidiary of Shanghai Putailai New Energy Technology Co.Ltd(603659) have been carefully and prudently verified. The specific circumstances and opinions of the verification are as follows:
1、 Overview of this transaction
Jiangsu Jiatuo is a new energy lithium-ion battery automation equipment platform built by the company. Since the launch of the new product development strategy in 2020, Jiangsu Jiatuo has completed the integration of key talents and professional technical teams in intelligent manufacturing and automation process in various ways. Its lithium battery automation equipment products have gradually expanded from the front-end equipment to the middle and rear-end equipment, covering coater, Slitter, winding machine, lamination machine Liquid injection machine, helium detector, chemical composition and volume separation equipment and other key link core equipment in the front, middle and rear sections. As the company’s automation equipment business structure becomes richer and more diversified, in order to enhance Jiangsu Jiatuo’s own capital strength and operation ability, and fully mobilize the enthusiasm of the company and its core managers and key employees, the board of directors of the company agreed that the company and its core managers and key employees should participate in the capital and share increase of Jiangsu Jiatuo through direct or indirect means, The newly increased registered capital shall not exceed 52.1 million yuan, the capital increase price shall be 5.14 yuan / registered capital, and the capital contribution of the capital increase party shall not exceed 267794 million yuan; The company intends to give up the preemptive right to subscribe for the newly increased registered capital.
Since this transaction involves some directors, supervisors and senior managers of the company, this transaction constitutes a connected transaction, and the amount of connected transactions does not exceed RMB 1310186 million. This connected transaction does not constitute a major asset reorganization. The board of supervisors of the company submitted the matter to the general meeting of shareholders for deliberation because the number of supervisors was lower than the legal effective voting number after the implementation of the avoidance voting procedure.
2、 Introduction to the trading partner and description of related relationship
(I) basic information of the counterparty
1. Jiangsu Jiatuo has 152 core managers and key employees. It plans to participate in this capital increase through direct investment or the establishment of a shareholding platform. The names of the shareholding platform to be established are “Ningbo Meishan bonded port xuchuan enterprise management partnership (limited partnership)”, “Ningbo Meishan bonded port Haohan enterprise management partnership (limited partnership)”, “Ningbo Meishan bonded port Tuoying enterprise management partnership (limited partnership)” “Ningbo Meishan free trade port Jingyuan enterprise management partnership (limited partnership)” (the specific direct investment object and shareholding platform shall be subject to the capital increase agreement finally signed);
2. The company has 14 core managers and plans to participate in this capital increase through direct investment.
(II) description of association relationship
Among the objects participating in the capital increase, Chen Wei and Han Zhongwei are the directors and senior managers of the company, Feng Suning, Liu Fang, Wang Xiaoming and Qi Xiaodong are the senior managers of the company, and Fang Qi, Yin Lixia and Liu Jianguang are the supervisors of the company. According to the regulations on stock listing of Shanghai Stock Exchange, the above personnel are the related parties of the company.
The general partner of Ningbo Meishan bonded port Tuoying enterprise management partnership (limited partnership) is Mr. Qi Xiaodong, the senior manager of the company, and the partners of Ningbo Meishan bonded port Jingyuan enterprise management partnership (limited partnership) are Mr. Chen Wei, the director and general manager of the company and Mr. Qi Xiaodong, the senior manager of the company. According to the stock listing rules of Shanghai Stock Exchange, The above partnership enterprises constitute related parties of the company.
3、 Basic information of the subject matter of this transaction
(I) basic information of the transaction object
Company name: Jiangsu Beijing Centergate Technologies (Holding) Co.Ltd(000931) Jiatuo new energy equipment establishment date: July 17, 2017
limited company
The registered capital is 252.9 million yuan and the paid in capital is 252.9 million yuan
Legal representative: Chen Wei unified social credit Code: 91320481ma1px1aax8
Registered address: No.7, Jiangsu Tianmu Lake Tourism Co.Ltd(603136) Avenue, Kunlun Street, Liyang City
Licensed items: import and export of goods (items that must be approved according to law can only be carried out within the business scope after being approved by relevant departments, and the specific business items shall be subject to the approval results) general items: manufacturing of mechanical and electrical equipment; Special equipment manufacturing (excluding licensed professional equipment manufacturing); Engineering and technical research and test development; Sales of electrical and mechanical equipment; Sales of electrical equipment; Software sales; Electrical equipment repair; Repair of special equipment; Software
development; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Non residential real estate leasing (except for the projects that must be approved according to law, carry out business activities independently according to law with the business license)
The total assets are 43331585 million yuan, the total liabilities are 37048462 million yuan, and the net assets are 6283123 million yuan
The operating income is 1373808400 yuan and the net profit is 91 Novoray Corporation(688300) yuan
Note: the above financial data have been audited by Ernst & Young Huaming Certified Public Accountants (special limited partnership) and are the consolidated financial data of Jiangsu Jiatuo in 2021. (II) evaluation of trading object
The company hired Zhonglian asset appraisal group Co., Ltd. to evaluate the subject matter involved in this transaction and issued the asset appraisal report (Zhonglian pingbao Zi [2022] No. 644). The appraisal is as follows:
1. Appraisal object: the market value of all shareholders’ equity of Jiangsu Beijing Centergate Technologies (Holding) Co.Ltd(000931) Jiatuo new energy equipment Co., Ltd. on the benchmark date.
2. Scope of appraisal: all assets and liabilities declared by Jiangsu Beijing Centergate Technologies (Holding) Co.Ltd(000931) Jiatuo new energy equipment Co., Ltd. on the base date of appraisal.
3. Benchmark date: December 31, 2021.
4. Value type: market value.
5. Appraisal method: the appraisal methods are income method and asset-based method, and the result of income method is finally selected as the appraisal conclusion.
6. Appraisal conclusion: the appraisal value of the owner’s equity of Jiangsu Jiatuo in the parent company on the benchmark date is 1299 million yuan.
7. Opinions of the board of directors on the rationality of the evaluation conclusion
The board of directors reviewed the evaluation methods, important evaluation basis and assumptions, determination, calculation and analysis process of important evaluation parameters and evaluation conclusions adopted by the evaluation organization in this evaluation, and considered that the evaluation organization had fully and comprehensively considered the assumptions and preconditions of the evaluation based on the specific analysis of the business environment, macro-economy and industry of the evaluation object, The important evaluation basis and evaluation parameters adopted belong to the normal and reasonable range, and the evaluation conclusion is reasonable.
The transaction is based on the evaluation result of RMB 1299 million. After negotiation, the price of this capital increase is determined to be RMB 5.14 per registered capital, corresponding to the overall valuation of Jiangsu Jiatuo of RMB 1299906 million. The capital increase of all parties is carried out at this price.
(III) capital increase plan
The newly added registered capital of Jiangsu Jiatuo is no more than 52.1 million yuan. The company and its core management personnel and key employees increase the capital to Jiangsu Jiatuo at the price of 5.14 yuan / registered capital, and the capital contribution of the capital increasing party is no more than 267794 million yuan; The company intends to give up the preemptive right to subscribe for the newly increased registered capital. After the completion of this capital increase and share expansion, if measured by the upper limit of the capital increase, the registered capital of Jiangsu Jiatuo is expected to increase from 252.9 million yuan to 305 million yuan, and the company’s equity in Jiangsu Jiatuo will decrease to 82.92%. Before and after this transaction, the equity structure of Jiangsu Jiatuo is as follows:
The amount of capital increase before this transaction increases the registered capital after this transaction
Shareholding ratio of registered capital of shareholder structure (10000 yuan) shareholding ratio of registered capital of this (10000 yuan) (10000 yuan)
Shanghai Putailai New Energy Technology Co.Ltd(603659) 25,290.00 100.00% – – 25,290.00 82.92%
Jiangsu Jiatuo nuclear power plant
Heart management personnel, — 2215340431000431000 14.13% backbone employees
Core management of the company —
Manager 462600 900.00 900.00 2.95%
Total 2529000 100.00% 26779405210003050000 100.00%
Note: 1. The amount of capital increase is calculated according to the upper limit of this capital increase. The above-mentioned core managers and key employees will participate in this capital increase through direct investment or the establishment of a shareholding platform, and the final information will be subject to the industrial and commercial registration information and the capital increase agreement signed. 2. The amount of capital increase constituting the part of related party transactions is expected to be no more than 1310186 million yuan, corresponding to the registered capital of Jiangsu Jiatuo after the capital increase of 25.49 million yuan, with a share ratio of 8.36%.
4、 Impact of this transaction on listed companies and risk analysis
This transaction is conducive to the company’s subsidiary Jiangsu Jiatuo to enhance its own capital strength and operation ability, fully mobilize the enthusiasm of the company and its core managers and key employees, and promote the long-term and steady development of Jiangsu Jiatuo. After the completion of this capital increase and share expansion, Jiangsu Jiatuo is still a subsidiary within the scope of the company’s merger, so this capital increase and share expansion will not have an adverse impact on the company’s financial status and operating results.
5、 Review procedures to be performed
(I) deliberations of the board of directors
The company held the fourth meeting of the third board of directors on March 28, 2022. The meeting considered and adopted the proposal on capital and share increase and related party transactions of Jiangsu Jiatuo, a wholly-owned subsidiary, with 3 affirmative votes, 0 negative votes, 0 abstention votes and 2 avoidance votes.
Related directors Mr. Chen Wei and Mr. Han Zhongwei have avoided voting.
(II) prior approval and independent opinions of independent directors
1. Prior approval opinions of independent directors
The independent directors of the company agreed that the capital increase and share expansion and related party transactions of Jiangsu Jiatuo, a wholly-owned subsidiary, were in line with the development interests and actual operation of the company, the interests of the company and its shareholders, and there was no harm to the small and medium-sized investors of the company. They agreed to submit the relevant proposals to the board of directors for discussion and voting.
2. Independent opinions of independent directors
After careful review of relevant materials and based on the principle of independent and objective judgment, we believe that the capital increase and share expansion and related party transactions of Jiangsu Jiatuo, a wholly-owned subsidiary, are in line with the company’s long-term development strategy. The company’s related parties and other non related parties increase their capital at the same price. This transaction follows the principles of fairness, impartiality and openness, and the appraisal institution hired has due independence and professional competence, There is no violation of regulations or damage to the interests of the company and its shareholders, especially minority shareholders. Therefore, we agree to the capital and share increase and related party transactions of Jiangsu Jiatuo, a wholly-owned subsidiary.
(III) deliberation of the board of supervisors
The company held the third meeting of the third board of supervisors on March 28, 2022. After deliberation, it is considered that the board of directors of the company has fulfilled the corresponding deliberation procedures on the capital increase and share expansion and related party transactions of Jiangsu Jiatuo, a wholly-owned subsidiary. The independent directors of the company have issued their prior approval opinions and clearly agreed independent opinions, the sponsor has issued their consent opinions, and the deliberation procedures of related party transactions are legal and the pricing is fair. Since the three supervisors of the board of supervisors are the capital increase parties of this transaction and the number of effective votes is lower than the legal number after the implementation of the avoidance voting procedure, the matter is submitted to the general meeting of shareholders for deliberation.
6、 Historical related party transactions
As of the disclosure date of this announcement, except for the normal capital transactions such as remuneration received by the related parties of this transaction in the company and this related transaction, the company has not conducted transactions with the related parties of this transaction or transactions related to this transaction category in the past 12 months.
7、 Verification opinions of the recommendation institution
After consulting the capital increase agreement of the related party transaction, the audit report and evaluation report of the target company, the basic information of the main related parties, the resolutions of the relevant board of directors and board of supervisors, the opinion documents of independent directors and the articles of association, the sponsor has comprehensively and carefully verified the related party transaction of the company and believes that:
1. The wholly-owned subsidiary Jiangsu Jiatuo’s capital increase and share expansion and related party transactions have been deliberated and approved by the board of directors of the company, the related directors have avoided voting, and the independent directors have expressed their prior approval opinions and independent opinions. The board of supervisors of the company has submitted the matter to the general meeting of shareholders for deliberation due to the avoidance of voting by supervisors. Up to now, the company has fulfilled the necessary approval procedures and complied with relevant laws, regulations and normative documents
