Citic Securities Company Limited(600030)
About Ningbo Ronbay New Energy Technology Co.Ltd(688005)
Verification opinions on participating in initiating the establishment of equity investment funds and related party transactions
In accordance with the relevant requirements of the measures for the administration of securities issuance and listing recommendation business, the rules for the listing of shares on the science and Innovation Board of Shanghai Stock Exchange, the guidelines for the application of the self regulatory rules for companies listed on the science and Innovation Board of Shanghai Stock Exchange No. 1 - standardized operation, and the measures for the continuous supervision of companies listed on the science and Innovation Board (for Trial Implementation), Citic Securities Company Limited(600030) (hereinafter referred to as " Citic Securities Company Limited(600030) ") as the sponsor of Ningbo Ronbay New Energy Technology Co.Ltd(688005) (hereinafter referred to as " Ningbo Ronbay New Energy Technology Co.Ltd(688005) " or "the company") issued shares, verified Ningbo Ronbay New Energy Technology Co.Ltd(688005) participating in the investment and establishment of equity investment funds and related party transactions, and issued verification opinions as follows: I. overview of cooperative investment and related party transactions
(I) basic information of cooperative investment
On the premise of meeting the company's daily operating capital needs, ensuring good development of its main business and controllable overall investment risk, the company plans to subscribe 640 million yuan as a limited partner (LP) in order to further accelerate the strategic layout upstream and downstream of the new energy industry chain, enhance industrial synergy, explore and discover new business growth points and improve the company's sustainable competitiveness, Jointly invested with the related party Beijing rongbai New Energy Investment Management Co., Ltd. (hereinafter referred to as "rongbai management") and other partners to establish rongbai battery triangle equity investment fund partnership (limited partnership) (hereinafter referred to as "battery triangle fund" or "investment fund"). The company plans to make a capital contribution of 640 million with its own funds, accounting for 12.8% of the total capital contribution of the fund. The investment fund will mainly invest in lithium battery industry projects, focusing on the growth projects of high-end manufacturing, resource recovery and related upstream and downstream fields related to the lithium battery industry, as well as high-quality projects in the emerging technology field of the lithium battery industry.
The target raising scale of battery triangle fund phase 1-1 is RMB 5 billion. The total subscribed capital for the initial establishment is RMB 1.25 billion, and rongbai management plans to subscribe RMB 10 million as a general partner, accounting for 0.8% of the total subscribed capital (paid in one time); Xiantao hi tech Industry Investment Co., Ltd. (hereinafter referred to as "Xiantao hi tech investment") plans to subscribe 600 million yuan (paid in one time) as a limited partner, accounting for 48% of the total subscribed capital in the first phase. The company plans to subscribe 640 million yuan (paid in batches and 150 million in the first batch) as a limited partner with its own funds, accounting for 51.20% of the total subscribed capital in the first phase. In addition, the company signed strategic cooperation agreements with Changjiang industrial investment fund and Hanyang District government respectively. Changjiang industrial investment fund and Hanyang District government designated investors as LP to participate in the subsequent raising of battery triangle fund. The specific amount and proportion shall be subject to the finally signed partnership agreement and other legal documents. Rongbai management and Shanghai rongbai new energy investment enterprise (limited partnership), the controlling shareholder of the company, are controlled by Bai Houshan, the actual controller. They are the persons acting in concert with the controlling shareholders of the company and constitute the related parties of the company.
This transaction does not constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies. As of this related party transaction, no similar related party transaction has occurred between the company and the above related parties or with other related parties in the past 12 months. Except for this joint investment, the company has no other related party transactions with the above related parties in the past 12 months.
(II) the company has no contingent obligations to other investors, such as guaranteed income, exit guarantee, etc
(III) investment decision-making and cooperation procedures
The company held the 11th meeting of the second board of directors and the 8th meeting of the second board of supervisors on March 28, 2022, deliberated and adopted the proposal on participating in the investment and establishment of equity investment funds and related party transactions. The related directors Bai Houshan and Zhang Huiqing avoided voting. The independent directors have issued approval opinions and agreed independent opinions in advance. This transaction needs to be submitted to the general meeting of shareholders for deliberation. After this matter is deliberated and approved by the board of directors, the company will sign the partnership agreement and go through the industrial and commercial registration procedures and the filing and registration procedures of China Securities Investment Fund Association in accordance with the prescribed procedures. 2、 Description of fund manager
(I) basic information of fund manager
Company name: Beijing rongbai New Energy Investment Management Co., Ltd
Date of establishment: June 10, 2014
Registered capital: 10 million yuan
Enterprise type: other limited liability companies
Address: Room 204, floor 2, unit 2, building 16, courtyard 20, Kechuang 14th Street, Beijing Economic and Technological Development Zone, Beijing
Legal representative: Xu lunqing
Registration number of fund industry association: p1023425
Business scope: project investment; Investment management; Asset management; business management; Economic information consultation. ("1. Without the approval of relevant departments, it is not allowed to raise funds in public; 2. It is not allowed to carry out securities products and financial derivatives trading activities in public; 3. It is not allowed to issue loans; 4. It is not allowed to provide guarantees to other enterprises other than the invested enterprises; 5. It is not allowed to promise investors that the investment principal will not be lost or the minimum income will be promised" ； Enterprises independently choose business projects and carry out business activities according to law; For projects subject to approval according to law, business activities shall be carried out according to the approved contents after being approved by relevant departments; It is not allowed to engage in the business activities of projects prohibited and restricted by the industrial policies of this Municipality.)
Ownership structure:
Name of shareholder contribution amount (10000 yuan) share proportion
Gu Yalin 100 10%
Beijing rongbai Investment Holding Co., Ltd. 900 90%
Total 1 Tcl Technology Group Corporation(000100) %
Main audited financial data of the latest fiscal year:
Project December 31, 2021
Total assets (10000 yuan) 165321
Net assets (10000 yuan) 971230 yuan
Project year 2021
Operating income (10000 yuan) 0
Net profit (10000 yuan) 100.35
(II) description of related relationship or other interest relationship
Mr. Bai Houshan, the actual controller of the company, indirectly controls rongbai management through Beijing rongbai Investment Holding Co., Ltd. Mr. Zhang Huiqing, the director and deputy general manager of the company, serves as the supervisor of rongbai management.
As of December 31, 2022, rongbai management directly holds 1.96% of the equity of the company, serves as the general partner and executive partner of the controlling shareholder Shanghai rongbai new energy investment enterprise (limited partnership), and is the fund manager of Zunyi rongbai new energy investment center (limited partnership).
3、 Basic information of fund partners
(I) general partner
Name: Beijing rongbai New Energy Investment Management Co., Ltd
For details, please refer to "II. Description of fund managers" in this verification opinion
(II) limited partners
1. Xiantao high tech Industry Investment Co., Ltd
Date of establishment: January 7, 2016
Registered capital: 1963 million yuan
Enterprise type: limited liability company (state-owned holding)
Address: Xiantao Avenue, Ganhe office, Xiantao City
Legal representative: Sun Fengbo
Business scope: investment and consulting services in high-tech industries, strategic emerging industries, science and technology growing enterprises and related supporting and service fields; Urban infrastructure construction and urbanization construction; New rural construction; Industrial park development, construction and operation; Development and operation of real estate and industrial plants; Logistics services; Warehousing services; Rental and sale of plant; Advertising agency production and installation services. (if the project involves licensed operation, it can be operated only after obtaining the permission of relevant departments)
Xiantao hi tech Industry Investment Co., Ltd. has no relationship or other interest relationship with the company. 2 Ningbo Ronbay New Energy Technology Co.Ltd(688005)
Unified social credit Code: 9133028136800928l
Type: joint stock limited company (Sino foreign joint venture, listed)
Address: No. 39, tanjialing East Road, Yuyao City, Zhejiang Province
Legal representative: Bai Houshan
Registered capital: 448095800 yuan
Date of establishment: September 18, 2014
Distribution and manufacturing; Import and export of self operated and agent goods and technologies, except those restricted or prohibited by the state. (for projects subject to approval according to law, business activities can be carried out only after being approved by relevant departments) in addition, if the follow-up Yangtze River Industrial Investment Fund and Hanyang District government designate investors to participate in the follow-up raising of battery triangle fund as LP, the company will disclose separately in accordance with relevant information disclosure requirements. 4、 Basic information of investment fund
(I) basic information of investment fund
1. Name: rongbai battery triangle equity investment fund partnership (limited partnership) (tentative name, subject to the name finally approved and registered by the market supervision and administration authority)
2. Fund scale and partner contribution
The total target subscribed capital contribution of the partnership is RMB 5 billion, which shall be subscribed and actually paid by all partners and / or subsequent raising partners, and can be raised through one or more deliveries in accordance with the provisions of the partnership agreement. The initial scale of the fund is 1.25 billion yuan, of which rongbai management plans to subscribe 10 million yuan as a general partner, accounting for 0.8% of the total subscribed amount (paid in one time); Xiantao hi tech Industry Investment Co., Ltd. plans to subscribe 600 million yuan as a limited partner (paid in one time), accounting for 48% of the total subscribed capital in the first phase; As a limited partner, the company plans to make a capital contribution of 640 million yuan with its own funds (paid in batches and 150 million in the first phase), accounting for 51.20% of the total subscribed capital in the first phase. The specific amount and proportion shall be subject to the final signed partnership agreement and other legal documents.
3. Duration
The operation period of the partnership is 8 years, including 5 years of investment period and 3 years of withdrawal period. With the consent of the general partner, the business term of the partnership can be extended for one year, and with the proposal of the general partner and the resolution of the partners' meeting, the business term of the partnership can be extended for another year.
4. Investment field
It mainly invests in lithium battery industry projects, focusing on the growth projects in high-end manufacturing, resource recovery and related upstream and downstream fields related to lithium battery industry, as well as high-quality projects in emerging technology fields of lithium battery industry.
5. Exit mechanism
The withdrawal mode of partnership investment shall be realized by listing, transfer, liquidation or other ways in accordance with laws and regulations according to the actual situation.
(II) management mode of investment fund
1. Management and decision-making mechanism
The fund manager shall establish an investment decision-making committee to make investment decisions on the investment of all projects of the fund and the withdrawal of investment targets. There are 3 members in the investment decision-making committee, and the members of the investment decision-making committee are appointed by the company. Any resolution made must be approved by more than 2 / 3 of the members with voting rights on the matters discussed. The partnership is not required to pay any remuneration to the members of the investment decision-making committee.
2. Management fee
From the first delivery date to the end of the investment period, the limited partner shall pay the management fee to the manager, and the annual management fee shall be calculated in the following way: during the investment period, it is 2% of the paid in capital contribution of the limited partner; From the withdrawal period to the expiration of the operation period of the partnership, the annual management fee shall be 2% of the paid in capital contribution of the limited partner after deducting the investment cost of the withdrawn investment project shared by it; There is no charge for the extension period.
3. Profit distribution arrangement
All partners shall pay back the capital first and then give priority to the return (the priority return is calculated based on the paid in capital contribution at the simple interest rate of 8% / year); If there is any balance, 80% of the remaining amount shall be distributed to all limited partners and 20% to general partners.
(III) description of related relationship or other interest relationship
Except that Mr. Bai Houshan, the actual controller of the company, Mr. Zhang Huiqing, the director, holds the position of fund manager and general partner of the fund, and Mr. Bai Houshan, the actual controller, holds the position of investment fund, other directors, supervisors, senior managers and other subjects of the company do not hold the shares of fund manager or subscribe for investment fund shares, or hold the position of fund manager and investment fund, There are no relevant matters that may lead to interest transfer or conflict of interest.
5、 The impact of cooperative investment on the financial situation of listed companies
On the premise of ensuring the good development of the main business, the company participated in the establishment of the "battery triangle" (battery manufacturing, battery operation and battery recycling) professional investment fund, carried out investment work based on Ningbo Ronbay New Energy Technology Co.Ltd(688005) existing business, made investment layout around battery manufacturing, operation and recycling, and helped the company become stronger first and then bigger. Focus on the upstream industry of lithium cathode materials and recycling industry, build a stable and low-cost supply chain system and realize the company's integration strategy; Focus on investment in lithium battery high-end equipment industry, expand the company's leading edge in high nickel production equipment, and continuously reduce the company's investment cost of 10000 tons; Take the green and low-cost development of electricity for cathode material manufacturing as a breakthrough, invest in new energy technology system and new energy service industry, form business synergy, innovation synergy and strategic synergy, build an ecological industrial chain, and further accelerate the layout upstream and downstream of the new energy industrial chain, so as to better promote the company's new integration strategy and enhance the company's sustainable competitiveness.
The total subscribed capital contribution of the partnership shall be paid in installments, and the initial subscribed amount shall be 25% of the total scale of the fund; The subsequent payment shall be based on the actual amount of the first installment
