Securities code: Guangdong Dazhi Environmental Protection Technology Incorporated Company(300530) securities abbreviation: ST Dazhi Announcement No.: 2022051 announcement of Hunan Lingpai Dazhi Technology Co., Ltd. on the signing of supplementary agreement on lease contract and related party transactions by the wholly-owned subsidiary of the company. Hunan Lingpai Dazhi Technology Co., Ltd. (hereinafter referred to as "the company") held the fourth meeting of the Fifth Board of directors on March 30, 2022, The proposal on the supplementary agreement of lease contract and related party transactions to be signed by the wholly-owned subsidiary of the company was deliberated and passed. The related party transactions still need to be submitted to the general meeting of shareholders for deliberation. Relevant matters are hereby announced as follows: I. overview of related party transactions 1. Overview of transactions based on the needs of the company's business development and production and operation, Hunan Lingpai New Energy Technology Co., Ltd. (hereinafter referred to as "Hunan Lingpai"), a wholly-owned subsidiary of the company, and Hengyang Hongxin construction Investment Co., Ltd. (hereinafter referred to as "Hongxin construction") signed the lease contract in July 2020, According to the actual needs of the power battery project, Hunan Lingpai leases the plant, office building, dormitory building, equipment and other assets located in Guiyang Industrial Park, Qidong County from Hongxin construction. The lease term is 15 years. From the date of the first actual delivery, the rent is determined by Hunan Lingpai and Hongxin construction with reference to the market price. This matter has been deliberated and approved by the fourth extraordinary general meeting of shareholders of the company in 2020. For details, please refer to the relevant announcements published by the company on cninfo.com on July 1, 2020, July 16, 2020 and July 29, 2020. In order to better clarify the lease relationship between the two parties on the "lithium ion power battery (2.4gwh) construction project" and important lease terms such as leased assets, lease price and lease term, the two parties signed the supplementary agreement to the lease contract (hereinafter referred to as the "supplementary agreement"). 2. Affiliated relationship the counterparty of this transaction, Hongxin construction, is an indirect holding subsidiary of Hengyang Hongxiang state owned investment (holding) Group Co., Ltd., an affiliated party of the company. According to the Shenzhen Stock Exchange gem stock listing rules and the articles of association, Hongxin construction is an affiliated party of the company, and the above transactions constitute connected transactions. 3. The board of directors does not guarantee the truthfulness, completeness or misleading of any material information disclosed, omitted or approved by the board of directors. The company held the fourth meeting of the Fifth Board of directors on March 30, 2022, and deliberated and passed the proposal on the proposed signing of supplementary agreement to lease contract and related party transactions by the wholly-owned subsidiary of the company. The related directors abstained from voting on the proposal, and the independent directors of the company approved the related party transaction in advance and expressed their independent opinions with explicit consent. The company will strictly comply with relevant laws and regulations and the company's internal regulations to perform the approval procedures for related party transactions. This related party transaction still needs to be approved by the general meeting of shareholders, and the related shareholders interested in the related party transaction will avoid voting. 4. This connected transaction does not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies, nor does it constitute a reorganization and listing. 2、 Basic information of related parties (I) basic information of Hongxin construction company name: Hengyang Hongxin Construction Investment Co., Ltd. legal representative: Jiang Yixiang registered capital: 525 million yuan date of establishment: April 17, 2020 company type: limited liability company (state-owned holding) company domicile: Guiyang Industrial Park, Qidong County, Hengyang City, Hunan Province business scope: general projects: asset management services invested by self owned funds; Engaging in investment activities with its own funds; estate management; Mechanical equipment leasing; Non residential real estate leasing; Engineering management services; Park management services (except for projects subject to approval according to law, business activities shall be carried out independently according to law with business license). Equity structure: Hengyang Hongqiao Investment Co., Ltd. holds 59.78% equity of Hongxin construction, the company holds 40.22% equity of Hongxin construction, and the actual controller of Hongxin construction is the state owned assets supervision and Administration Commission of Hengyang Municipal People's government. Hongxin construction does not belong to the dishonest executee. (II) main financial data of the latest year as of December 31, 2021, Hongxin construction had total assets of 1398161500 yuan, total liabilities of 875936400 yuan and net assets of 522225100 yuan. In 2021, it realized operating income of 6193200 yuan, total profit of -241800 yuan and net profit of -241800 yuan. As of the date of this announcement, the audit of Hongxin construction in 2021 is still in progress. 3、 Basic information of the subject matter of related party transactions the subject assets of the lease are the plant and other assets required for the lithium ion power battery (2.4gwh) project located in Guiyang Industrial Park, Qidong County. 4、 Pricing policy and basis of related party transactions according to the supplementary agreement, both parties will determine the rental price of leased assets in accordance with the principles of rationality and fairness. The rental price will be determined through consultation with the lessee at the time of asset delivery according to the following principles: 1. Refer to the market price of similar plant leasing in the park; 2. The rent price calculated by reference to the appraisal value of the leased assets; 3. Other fair methods agreed by both parties. 5、 The main contents of the agreement are as follows: the main terms of the supplementary agreement to the lease contract are as follows: the lessor: Hengyang Hongxin Construction Investment Co., Ltd. (hereinafter referred to as "party a") the lessee: Hunan Lingpai New Energy Technology Co., Ltd. (hereinafter referred to as "Party B") (I) details of the leased assets. Party A will build a plant located in Guiyang Industrial Park, Qidong County (with a total area of about [41000] m ²） And other assets (hereinafter referred to as "subject assets") are leased to Party B for its "lithium ion power battery (2.4gwh) project". (II) ownership and use status of the leased assets. Party A shall ensure that the plant and other assets to be delivered to Party B for use comply with the use standards specified in laws and regulations on fire protection, environmental protection, quality and safety, and have completed the plant completion acceptance filing and fire acceptance. The assets to be delivered have reached the deliverable status and will not affect the construction, production and operation of Party B's "lithium ion power battery (2.4gwh) project". (III) lease term and Renewal: according to the original contract framework, the lease term of the asset is 15 years. Party A's supplementary agreement on the lease term of "lithium ion power battery (2.4gwh) project" is as follows: the lease term of "lithium ion power battery (2.4gwh) project" shall be calculated from the date when Party A actually delivers the subject assets to Party B for the first time. During the lease term, Party A promises not to take the initiative to terminate the lease contract in advance unless the lease cannot be renewed due to force majeure; If Party B needs to renew the lease at the expiration of the lease, it shall submit a request for renewal to Party A 30 days before the expiration of the lease. In the case that the lessee proposes to renew the lease, Party A promises to sign relevant renewal agreements with the lessee at the fair market price, except that the lease cannot be renewed due to force majeure. (IV) rental price principle Party A and Party B will determine the rental price of the leased assets in accordance with the principles of rationality and fairness. The rental price will be determined through consultation with the lessee at the time of asset delivery according to the following principles: 1. Refer to the market price of similar plant leasing in the park; 2. The rent price calculated by reference to the appraisal value of the leased assets; 3. Other fair methods agreed by both parties.
6、 Transaction purpose and impact on listed companies the plant and other assets required by Hunan Lingpai to lease the lithium-ion power battery (2.4gwh) production line are based on the needs of business development and production and operation, and the lease price will be determined within a reasonable range. There will be no damage to the interests of the company and all shareholders, which will not have a significant adverse impact on the company's financial status and operating results, nor will it affect the independence of the company. 7、 From the beginning of the year to the disclosure date, the total amount of various related party transactions with the related person has been accumulated. From the beginning of 2022 to the disclosure date of this announcement, except for this related party transaction, the total amount of various related party transactions between the company and Hongxin construction is 0 yuan. 8、 Prior approval opinions and independent opinions of independent directors 1. Prior approval opinions Hunan Lingpai New Energy Technology Co., Ltd. leases all plants and equipment required for the lithium ion power battery (2.4gwh) production line of the raised investment project from Hengyang Hongxin Construction Investment Co., Ltd. based on the normal behavior of business development and meeting the needs of production and operation. The supplementary agreement to the lease contract to be signed this time, Further clarify the rights and obligations between the leasing parties. The transaction follows the principles of equality, voluntariness, equivalence and compensation. The pricing principle of related party transactions is fair, and there is no damage to the interests of the company and shareholders. Therefore, we agree to submit the proposal to the fourth meeting of the Fifth Board of directors of the company for deliberation. 2. Independent opinion: when the board of directors of the company deliberates the related party transaction, the related directors avoid voting, and the deliberation and voting procedures comply with the provisions of relevant laws, regulations and the articles of association. This time, Hunan Lingpai New Energy Technology Co., Ltd. and its related party Hengyang Hongxin Construction Investment Co., Ltd. intend to sign the supplementary agreement to the lease contract, which is conducive to the development of the company's new energy battery business and meet the needs of production and operation. The transaction follows the principles of equality, voluntariness, equivalence and compensation. The transaction terms are fair and reasonable, and there is no damage to the interests of the company and shareholders. Therefore, we agree with the content of the proposal and agree to submit the proposal to the general meeting of shareholders of the company for deliberation. 9、 Documents for future reference 1. Resolutions of the 4th meeting of the 5th board of directors of the company; 2. Prior approval opinions of independent directors on matters related to the fourth meeting of the Fifth Board of directors of the company; 3. Independent opinions of independent directors on matters related to the fourth meeting of the Fifth Board of directors of the company; 4. Supplementary agreement to lease contract. It is hereby announced. Board of directors of Hunan lingpaidazhi Technology Co., Ltd. March 31, 2022
