About Western Metal Materials Co.Ltd(002149)
Verification opinions on capital increase and related party transactions of holding subsidiaries
Ping An Securities Co., Ltd. (hereinafter referred to as "Ping An Securities" or "recommendation institution") as a recommendation institution for non-public offering of shares of Western Metal Materials Co.Ltd(002149) (hereinafter referred to as " Western Metal Materials Co.Ltd(002149) " or "company"), in accordance with the measures for the administration of securities issuance and listing recommendation business and the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies The self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, the stock listing rules of Shenzhen Stock Exchange and other relevant provisions have verified the capital increase and share expansion of Western Metal Materials Co.Ltd(002149) this subsidiary and related party transactions. The specific conditions are as follows:
1、 Overview of related party transactions
1. Western Metal Materials Co.Ltd(002149) (hereinafter referred to as: Western Metal Materials Co.Ltd(002149) or the company) holding subsidiary Xi'an Younaite Container Manufacturing Co., Ltd. (hereinafter referred to as: Younaite company) plans to implement capital increase and share expansion, and the registered capital is increased from 50 million yuan to 150 million yuan. The company waives the preemptive right of the new shares. The company's related parties are Northwest Nonferrous Metals Research Institute, Western Superconducting Technologies Co.Ltd(688122) (hereinafter referred to as: Western Superconducting Technologies Co.Ltd(688122) ) Kaili Catalyst & New Materials Co.Ltd(688269) (hereinafter referred to as: Kaili Catalyst & New Materials Co.Ltd(688269) ), Xi'an xiseyuan No. 2 enterprise management partnership (limited partnership) (hereinafter referred to as No. 2 partnership) and the core management and technical team of younette company participated in the capital increase.
2. The counterparty of this transaction is the controlling shareholder of Northwest Nonferrous Metals Research Institute Department company, Western Superconducting Technologies Co.Ltd(688122) , Kaili Catalyst & New Materials Co.Ltd(688269) , Xi'an Xise Institute No. 2 enterprise management partnership (limited partnership) and the company are related parties controlled by the same parent company. This transaction constitutes a related party transaction, but does not constitute a major asset reorganization specified in the administrative measures for major asset reorganization of listed companies.
3. At the 16th meeting of the 7th board of directors held on April 12, 2022, the company deliberated and adopted the proposal on capital increase and share expansion of the holding subsidiary Xi'an Younaite Container Manufacturing Co., Ltd. and the company's waiver of preemptive right.
When voting on the proposal, the related directors Ju Jianhui, Cheng Zhitang, Zhang Pingxiang, Yan Xuebai and Du Minghuan avoided voting on the matter, and the independent directors of the company expressed their prior approval opinions and independent opinions on the matter.
4. According to the Listing Rules of Shenzhen Stock Exchange and the articles of association, this connected transaction does not need to be submitted to the general meeting of shareholders for deliberation.
5. In this transaction, the company gives up the preemptive right of new shares. After the transaction is completed, the proportion of equity held by the company in Unocal company is reduced from 60% to 20%. Unocal company becomes a joint-stock company of the company and is no longer included in the scope of consolidated statements.
2、 Basic information of counterparty
(I) Northwest Nonferrous Metals Research Institute
1. Enterprise type: domestic funded enterprise legal person
2. Legal representative: Zhang Pingxiang
3. Registered capital: 108.52 million yuan
4. Unified social credit Code: 91610000435389879r
5. Date of establishment: September 26, 2000
6. registered address: No. 96, Weiyang Road, Weiyang District, Xi'an City, Shaanxi Province
7. Business scope: research, design, trial production, production, analysis, inspection, technology development, achievement transfer, scientific and technological consulting services and information services of metal materials, inorganic materials, polymer materials and composite materials and their products and equipment; Periodical publishing (limited to branches); Design, manufacture and production of material preparation and application equipment; Sales of chemical raw materials (excluding dangerous, precursor and MCCs); Information network development and research; Leasing of self owned houses and equipment; Conference and exhibition services. (for projects that must be approved according to law, business activities can be carried out only after being approved by relevant departments).
(Ⅱ) Western Superconducting Technologies Co.Ltd(688122)
1. Enterprise type: joint stock limited company (listed)
2. Legal representative: Zhang Pingxiang
3. Registered capital: 441272 million yuan
4. Unified social credit Code: 9161013274282324116
5. Date of establishment: February 28, 2003
6. Registered address: No. 12, Mingguang Road, Xi'an Economic and Technological Development Zone
7. Business scope: production, development, sales and technical consultation of low-temperature superconducting materials, high-temperature superconducting materials, titanium and titanium alloy materials, high-temperature alloy materials, hafnium materials, electromechanical equipment (except cars) and components; Rental of self owned houses; Import and export of goods and technologies (excluding goods and technologies whose import and export are prohibited or restricted by the state).
(Ⅲ) Kaili Catalyst & New Materials Co.Ltd(688269)
1. Enterprise type: joint stock limited company (listed)
2. Legal representative: Zhang Zhixiang
3. Registered capital: 93.36 million yuan
4. Unified social credit Code: 916101327350453574
5. Date of establishment: March 15, 2002
6. Registered address: No. 6, west section of Jingqin Road, Jingwei new town, Xi'an Economic and Technological Development Zone
7. Business scope: development, production and sales of chemical catalysts and chemical products (except flammable, explosive and highly toxic products); Production and sales of metal materials and their products; Import and export of goods and technologies (excluding goods and technologies whose import and export are prohibited or restricted by the state); Technology development, consultation, service and technology transfer of chemical products.
(IV) Xi'an xiseyuan No.2 enterprise management partnership (limited partnership)
1. Enterprise type: Partnership (limited partnership)
2. Executive partner: Xi'an Northwest Institute Investment Co., Ltd. (Zeng Lingwei)
3. Unified social credit Code: 91610132ma7n1qnl5x
4. Date of establishment: April 7, 2022
5. Registered address: room 10101, unit 1, building 2, No. 45 Western Superconducting Technologies Co.Ltd(688122) yard, Fengcheng Second Road, economic and Technological Development Zone, Xi'an, Shaanxi
6. Business scope: enterprise management; Market Research (excluding foreign-related research). (except for the items that must be approved according to law, the company shall independently carry out business activities according to law with its business license)
3、 Basic information of transaction object
1. Company Name: Xi'an younette Container Manufacturing Co., Ltd
2. enterprise type: limited liability company
3. Legal representative: Yang Yan'an
4. Registered capital: 50 million yuan
5. Unified social credit Code: 91610132552307596j
6. Date of establishment: March 25, 2010
7. Registered address: Xijin Road, Jingwei Industrial Park, Xi'an Economic and Technological Development Zone
8. Business scope: general items: metal structure manufacturing; Manufacturing of metal packaging containers and materials; Manufacturing of metal materials; Manufacturing of ordinary valves and cocks (excluding manufacturing of special equipment); General equipment manufacturing (excluding special equipment manufacturing); Research and development of complete sets of nuclear power equipment and engineering technology; Manufacturing of special equipment for oil refining and chemical production; Manufacturing of special equipment for environmental protection; Special equipment manufacturing (excluding licensed professional equipment manufacturing); Offshore engineering equipment manufacturing; Sales of new metal functional materials; Sales of high-performance non-ferrous metals and alloy materials; Sales of metal matrix composites and ceramic matrix composites; Sales of mechanical equipment; Sales of metal products; Sales of wind turbine units and parts; Sales of valves and cocks; Sales of mechanical parts and components; Sales of special equipment for environmental protection; Sales of gas and liquid separation and purification equipment; Sales of special equipment for oil refining and chemical production; Fastener sales; Sales of metal cutting and welding equipment; Sales of metal seals; Metal structure sales; Sales of offshore engineering equipment; Sales of special pharmaceutical equipment; Non ferrous alloy sales; Sales of special metallurgical equipment; Sales of special equipment; Sales of metal packaging containers and materials; Industrial Internet data service; Environmental protection consulting services; Engineering technical services (except planning management, survey, design and supervision); Wind power technology services; Safety technical training for special operation personnel; Business training (excluding education training, vocational skill training and other training requiring permission).
(except for the items subject to approval according to law, the business activities shall be carried out independently according to law with the business license) licensed items: manufacturing of civil nuclear safety equipment; Installation, transformation and repair of special equipment; Manufacturing of special equipment; Special equipment design.
9. Main financial data: as of December 31, 2021, the total assets of the company were 3627411 million yuan, the net assets were 722829 million yuan, the operating income was 2039277 million yuan, and the net profit was 7.531 million yuan. The above financial data have been audited by Sigmar Certified Public Accountants (special general partnership).
4、 Main contents of this transaction agreement
(I) capital increase and share expansion plan
In this capital increase and share expansion, the registered capital of Unocal increased from 50 million yuan to 150 million yuan, and the capital increase price was 1855 yuan / share. Among them, Northwest Nonferrous Metals Research Institute, the controlling shareholder of the company, subscribed 45 million yuan of equity, becoming the largest shareholder and controlling shareholder of Unocal, Western Superconducting Technologies Co.Ltd(688122) (hereinafter referred to as " Western Superconducting Technologies Co.Ltd(688122) ") subscribed 6 million yuan of equity, and Kaili Catalyst & New Materials Co.Ltd(688269) (hereinafter referred to as " Kaili Catalyst & New Materials Co.Ltd(688269) ") subscribed 6 million yuan of equity Xi'an xiseyuan No.2 enterprise management partnership (limited partnership) (hereinafter referred to as "No.2 partnership") subscribed 21 million yuan of equity, and the core management and technical team of younette company subscribed 22 million yuan of equity. After the completion of capital and share increase, the equity structure is as follows:
Unit: 10000 shares
Before and after the capital increase
Number of shareholders' shares
Shareholding number shareholding ratio shareholding number shareholding ratio
Northwest Institute 0 45004500 30%
Western Metal Materials Co.Ltd(002149) 3,000 60% 0 3,000 20%
Western Superconducting Technologies Co.Ltd(688122) 0 0 600 600 4%
Kaili Catalyst & New Materials Co.Ltd(688269) 0 0 600 600 4%
Partnership 2 0 0 21 Tecon Biology Co.Ltd(002100) 14%
Ye Jianlin 355 7.10% 6651020 6.80%
Lei Zhongrong 280 5.60% 520800 5.33%
Zhang Cheng 300 6.00% 330630 4.20%
Wang Yian 221 4.42% 239460 3.07%
Xi Dalai 201 4.02% 219420 2.80%
Dong Bin 193 3.86% 227420 2.80%
Dupin 250 5.00% 0 250 1.67%
Li Jun 200 4.00 0 200 1.33%
Total 5 Tcl Technology Group Corporation(000100) % 1000015 Tcl Technology Group Corporation(000100) %
5、 Pricing basis of this transaction
Zhonghe Assets Appraisal Co., Ltd. appraised all the assets and liabilities of Unocal as of December 31, 2021 and issued the appraisal report of Zhonghe pingbao Zi (2022) No. xav1018. The appraisal value is 99 million yuan, equivalent to 1.98 yuan for each yuan of registered capital.
In combination with the profit distribution of the company after the appraisal base date in the assets appraisal report, the capital increase price is determined to be 1.855 yuan per yuan of registered capital based on the appraisal value of 1.98 yuan per yuan of registered capital, minus the profit distributed per yuan of registered capital after the appraisal base date of 0.125 yuan.
6、 Main contents of this transaction agreement
1. The original registered capital of Unocal is 50 million yuan, the newly increased registered capital is 100 million yuan, and the registered capital after the capital increase is 150 million yuan.
2. The parties to this agreement agree that the newly increased registered capital of the company shall be subscribed by the original shareholders and new shareholders of the company in the form of monetary capital contribution as agreed in this agreement. The former shareholders Western Metal Materials Co.Ltd(002149) , Du Ping and Li Jun of Unocal give up the priority to subscribe for the newly increased registered capital.
3. According to Zhonghe Assets Appraisal Co., Ltd
