1. Securities code: Guangdong Dazhi Environmental Protection Technology Incorporated Company(300530) securities abbreviation: ST Dazhi Announcement No.: 2022046 announcement of Hunan Lingpai Dazhi Technology Co., Ltd. on the supplementary agreement and related party transaction of the subscription agreement for issuing shares to specific objects signed with Hunan hengpa power partnership (limited partnership) with conditional effect. Special risk tips: 1. The adjustment of issuing shares to specific objects still needs to be approved by the general meeting of shareholders of the company, The controlling party of the subscription object issuing shares to specific objects this time is a local state-owned enterprise. The controlling party of the subscription object can vote in favor of the decision-making process of the subscription object agreeing to sign this supplementary agreement only after obtaining the approval of the competent department of state-owned assets or the authorized department; The issue of shares to specific objects can only be implemented after being examined and approved by Shenzhen Stock Exchange and approved and registered by China Securities Regulatory Commission. There is uncertainty about whether the stock issuance plan to specific objects can obtain relevant approval or registration and the time of obtaining relevant approval or registration. 2. On March 30, 2022, the company held the fourth meeting of the Fifth Board of directors, deliberated and approved the proposal on the signing of the supplementary agreement to the subscription agreement for issuing shares to specific objects and related party transactions between the company and specific objects, The related party transactions involved in the company's issuance to specific objects must be submitted to the general meeting of shareholders for deliberation and approval, and the related shareholders will avoid voting. 3. For the follow-up matters involved in this issuance, the company will timely perform the obligation of information disclosure according to the progress. There is still uncertainty in this issuance. Please pay attention to the investment risk. 1、 Overview of related party transactions 1. Overview of transactions Hunan Lingpai Dazhi Technology Co., Ltd. (hereinafter referred to as "the company") held the 22nd Meeting of the Fourth Board of directors on August 9, 2021, The proposal on the company's plan to issue shares to specific objects in 2021 and the proposal on the signing of conditional and effective subscription agreement for issuing shares to specific objects between the company and Hunan hengpa power partnership (limited partnership) were reviewed and approved 2. There is no misrepresentation or omission of information about the company's stock issuance and related transactions to all members of the board of directors. 2. Due to the changes in the investment projects of the company's raised funds, the company plans to adjust the issuance plan of issuing shares to specific objects. This issuance plan involves the adjustment of the price and quantity of issued shares. Therefore, on March 30, 2022, The company and Hunan hengpa power partnership (limited partnership) (hereinafter referred to as "hengpa power" or "Subscriber") have signed the supplementary agreement on the issuance of stock subscription agreement to specific objects with effective conditions between Hunan lingpaidazhi Technology Co., Ltd. and Hunan hengpa power partnership (limited partnership) (hereinafter referred to as "supplementary agreement"). After the issuance of specific shares, the price of the shares to be issued to Hengheng is about rmb9.986 million, which is adjusted to rmb9.986 million per share. 2. The affiliated company and the subscriber signed the supplementary agreement according to the adjusted issuance plan. The above supplementary agreement involves that the subscriber hengpa power is the controlling shareholder of the company. The signing of the supplementary agreement constitutes a connected transaction. 3. Approval procedure the fourth meeting of the 5th board of directors was held on March 30, 2022, The proposal on related party transactions involved in the issuance of shares by the company to specific objects and the proposal on signing the supplementary agreement to the subscription agreement for the issuance of shares to specific objects with specific objects, which is conditional and effective between Hunan Lingpai Dazhi Technology Co., Ltd. and Hunan hengpa power partnership (limited partnership), and related party transactions between the company and specific objects were reviewed and approved. The related directors abstained from voting on the relevant proposals, and the independent directors of the company recognized the related party transactions 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. II Basic information of related parties (I) basic information company name Hunan hengpa power partnership (limited partnership) Unified social credit code 9143040ma4qn13k9b enterprise type limited partnership subscribed capital contribution of 1.505 billion yuan executive partner Hengyang Hongxiang Automobile Technology Co., Ltd. 3 establishment date July 30, 2019 registered address No. 11 Huaxin Avenue, high tech Zone, Hengyang City, Hunan Province business scope self owned funds for new energy technology investment; Enterprise management consulting services; Economic information consultation (excluding financial, securities, futures and private capital investment and financing intermediary services); Corporate image planning; Exhibition services (except exhibition sales). (for projects subject to approval according to law, business activities can be carried out only after being approved by relevant departments) long term operation period (II) equity control relationship. The structure chart of property right control relationship of hengpa power is as follows: as of the date of this announcement, hengpa power holds 47365711 shares of the company, accounting for 29.95% of the total share capital of the company. The state owned assets supervision and Administration Commission of Hengyang Municipal People's government is the ultimate actual controller of hengpa power. According to the holding proportion of voting shares, hengpa power is the controlling shareholder of the company. Hengyang Hongxiang Automobile Technology Co., Ltd. (hereinafter referred to as "Hongxiang automobile") as the general partner of hengpa power and the limited partner Hengyang Hongqi Investment Co., Ltd. (hereinafter referred to as "Hongqi investment") has the actual control right. Hongxiang automobile is a wholly-owned subsidiary of Hengyang Hongxiang state-owned investment (holding) Group Co., Ltd. (hereinafter referred to as "Hongxiang investment"), Hongxiang investment is a wholly state-owned enterprise subordinate to Hengyang SASAC. After verification, hengpa power is not the person to be executed for dishonesty. 4 (III) main business, development status of the last three years and main financial data of the last year hengpa power was established in July 2019 and has no other business except holding the equity of Dazhi technology. The main financial data of hengpa power in the latest year are shown in the following table: unit: 10000 yuan asset liability project 202112-31 total assets 11953895 total liabilities 1244154 income profit project 2021 annual operating income - operating profit 12.34 net profit 12.34 note: the above data are the data of individual statements and have not been audited. 3、 Basic information of the subject matter of related party transactions this related party transaction involves related parties subscribing for the shares issued by the company. The company plans to issue 3499560000 shares to hengpa power at the price of 22.86 yuan / share, raising about 80 million yuan. If the company's shares have ex dividend and ex right behaviors from the pricing benchmark date to the issuance date, such as dividend distribution, bonus shares, conversion to share capital, additional issuance of new shares or allotment of shares, the number of shares issued this time will be adjusted accordingly.
4、 Pricing principles and basis of related party transactions the pricing benchmark date of this issuance is the announcement date of the resolution of the fourth meeting of the Fifth Board of directors of the company, and the issuance price is 22.86 yuan / share, The issue price is not lower than 80% of the average stock price of the listed company on the 20 trading days before the pricing benchmark date (average stock price on the 20 trading days before the pricing benchmark date = total stock trading volume on the 20 trading days before the pricing benchmark date / total stock trading volume on the 20 trading days before the pricing benchmark date). If the company's shares have ex dividend and ex right behaviors from the pricing benchmark date to the issuance date, such as dividend distribution, bonus shares, conversion to share capital, additional issuance of new shares or allotment of shares, the issuance price will be adjusted accordingly. The pricing basis of this related party transaction of the company complies with the provisions of the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation). 5、 Main contents of the related party transaction agreement: the company and hengpa power signed the supplementary agreement to the subscription agreement for the issuance of shares to specific objects with the conditional effect of Hunan lingpaidazhi Technology Co., Ltd. and Hunan hengpa power partnership (limited partnership) on March 30, 2022. The main contents of the agreement are as follows: 1 Agreement subject 5 Party A: Hunan Lingpai Dazhi Technology Co., Ltd. Party B: Hunan hengpa power partnership (limited partnership) 2 The main terms of the supplementary agreement are as follows: "Article 1 the number and price of shares to be issued 1. Party A plans to issue shares to specific objects (i.e. Party B) Issue A-Shares with a par value of 1 yuan / share. The number of shares finally issued shall be subject to the number of shares finally registered by the CSRC. Before the issuance of shares, if Party A has ex right and ex interest matters such as dividend distribution, share distribution and conversion of capital reserve into share capital, the issuance price shall be adjusted accordingly. 2. Party A and Party B agree to determine the pricing basis for the issuance of A-Shares in accordance with the provisions of the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation). The pricing benchmark date of Party A's issuance of A-Shares to specific objects is the announcement date of the resolution of the board of directors of Party A on the issuance of a shares. The issuing price of A-Shares issued this time is 22.86 yuan / share, which is no less than 80% of the average trading price of the company's shares in the 20 trading days before the pricing benchmark date. Article 2 the number and method of share subscription Party A and Party B agree that Party B shall subscribe 34995600 A shares issued by Party A in cash of RMB 800 million at the determined issuance price of RMB 22.86/share. Before the issuance of shares, if Party A has ex right and ex interest matters such as dividend distribution, share distribution and conversion of capital reserve into share capital, the issuance price and the number of shares subscribed by Party B shall be adjusted accordingly. Article 3 in addition to the number and price of shares issued and the number and method of share subscription involved in this supplementary agreement, Party B still subscribes for the shares issued by Party A in accordance with other terms of the subscription agreement. Article 4 this supplementary agreement shall be established on the date when the legal representatives / executive partners or their authorized representatives of both parties sign and affix their official seals, and shall come into force when all the following conditions are met, and the date when the last condition is met shall be the effective date: 1. This issuance plan has been approved by the board of directors and the general meeting of shareholders of Party A; 2. When the actual controller of the controlling shareholder makes the decision to agree with the controlling shareholder to sign the supplementary subscription agreement, it involves the supplementary confirmation of state-owned capital contribution; 3. Approved by Shenzhen Stock Exchange and approved by China Securities Regulatory Commission for registration. Article 5 this supplementary agreement shall be terminated under any of the following circumstances: 1. Both parties shall terminate it by consensus; 2. If the issuance cannot be implemented due to force majeure or other reasons other than Party A or Party B, both parties 6 have the right to terminate this supplementary agreement by written notice; 3. If the authorized audit institution notifies Party A in writing that the scheme of this issuance cannot be approved, either party has the right and obligation to notify the other parties to terminate this supplementary agreement in time; 4. If either party seriously violates the provisions of this supplementary agreement, the observant party has the right to terminate this supplementary agreement unilaterally by written notice within 5 days from the date when the observant party sends a written notice to the defaulting party requiring the defaulting party to immediately take remedial measures for such breach, and such breach has not been remedied. If this supplementary agreement is terminated based on the circumstances described in Items 1, 2 and 3 of paragraph 1 of Article 5, neither party shall be liable for breach of contract; If this supplementary agreement is terminated based on the circumstances described in Item 4, paragraph 1, Article 5, the defaulting party shall bear corresponding liabilities for breach of contract in accordance with Article 10 of the subscription agreement; 5. If some provisions of this supplementary agreement are terminated or declared invalid according to law or in accordance with the provisions of this supplementary agreement, the effectiveness of other provisions of this supplementary agreement shall not be affected. " 6、 Transaction purpose and impact on the company the controlling shareholders of the company subscribed for the shares issued by the company in cash for the purpose of supporting the company's development strategy and further maintaining the stability of the company's control. After the issuance of shares to specific objects is completed, the company's main business scope remains unchanged; It will not result in the company's equity distribution not meeting the listing conditions; The business relationship and management relationship between the company and the controlling shareholders and their affiliates will not change due to this issuance, and there will be no new horizontal competition between the company and the controlling shareholders and their affiliates due to this issuance; The company will not be occupied by major shareholders and their affiliates or provide guarantees for the company's funds and assets due to this issuance. After the funds raised by issuing shares to specific objects are in place, on the one hand, it will help the investment and construction of the company's new energy battery business and improve the profitability of the company's new energy battery business; On the other hand, it eased the pressure on the company's working capital, increased the scale of total assets and net assets, further stabilized the company's financial situation, and further reduced the asset liability ratio and financial risk. 7、 From the beginning of the year to the disclosure date, the total amount of various related party transactions with the related person has 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 hengpa power is 1.7195 million yuan. 8、 Prior approval and independent opinion of independent directors (I) prior approval opinion in view of the company's intention to adjust the issue of shares to specific objects, after careful study and consensus with hengpa power, the company signed the supplementary agreement to the subscription agreement for the issuance of shares to specific objects with conditional effect between Hunan Lingpai Dazhi Technology Co., Ltd. and Hunan hengpa power partnership 7 (limited partnership). The related party transactions related to the company's issuance of shares to specific objects comply with the relevant provisions of laws and regulations such as the company law, the securities law, the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation) and the articles of association, and are in line with the interests of the company and all shareholders. The reasons for the transaction between the two parties of the related party transaction are reasonable and sufficient, the pricing principles and methods of the related party transaction are appropriate and reasonable, and the related matters of the related party transaction will perform the necessary internal decision-making procedures of the related party transaction. The related party transaction does not violate the principles of openness, fairness and impartiality, and does not harm the interests of the company and its shareholders, especially the minority shareholders. In conclusion, we agree to submit relevant proposals to the fourth meeting of the Fifth Board of directors of the company for deliberation. (II) the independent opinion has been reviewed and approved
