Haitong Securities Company Limited(600837) verification opinions on Shanghai Weaver Network Co.Ltd(603039) supplementary confirmation of related parties and supplementary disclosure of related party transactions in previous years
Haitong Securities Company Limited(600837) (hereinafter referred to as " Haitong Securities Company Limited(600837) " or "sponsor") acts as a continuous supervision sponsor for Shanghai Weaver Network Co.Ltd(603039) (hereinafter referred to as " Shanghai Weaver Network Co.Ltd(603039) " or "company") to publicly issue convertible company securities, In accordance with the measures for the administration of securities issuance and listing recommendation business, the Listing Rules of Shanghai Stock Exchange, the self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 11 - continuous supervision, and the self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 1 - standardized operation, the company has verified the supplementary confirmation of related parties and supplementary disclosure of related party transactions in the previous years. The details are as follows:
1、 Overview of this supplementary confirmation of related parties and supplementary disclosure of related party transactions
Shanghai Dianjia Venture Capital Co., Ltd. (hereinafter referred to as "Dianjia venture capital"), a subsidiary of Shanghai Weaver Network Co.Ltd(603039) (hereinafter referred to as " Shanghai Weaver Network Co.Ltd(603039) " or "the company"), deliberated and adopted the proposal on the second round of capital increase of Shanghai genyan Network Technology Co., Ltd. at the fifth meeting of the first Investment Committee on February 2, 2018, Agree to increase capital by 7 million yuan to Shanghai genyan Network Technology Co., Ltd. (hereinafter referred to as "genyan network"), a joint-stock subsidiary of the company; At the 12th meeting of the third board of directors on December 28, 2018, the company considered and approved the proposal of the company to increase the capital of Shanghai genyan Network Technology Co., Ltd., and agreed to increase the capital of genyan network by 50 million yuan.
Zhejiang Jinqiao Investment Co., Ltd. (hereinafter referred to as "Zhejiang Jinqiao"), the controlling shareholder of genyan network, the subject of the above capital increase, is a company controlled by Mr. Wei Lidong, the controlling shareholder and actual controller of the company, through related natural persons. According to the identification of related persons in the stock listing rules of Shanghai Stock Exchange, the company supplemented and confirmed that Zhejiang Jinqiao and genyan network are companies controlled by actual controllers and related parties of the company; The two capital increase transactions of the company and its subsidiaries to genyan network were confirmed as related party transactions, and supplementary disclosure was made after deliberation at the 14th meeting of the Fourth Board of directors and the 14th meeting of the Fourth Board of supervisors held on April 15, 2022. The supplementary disclosure has been independently commented by the independent director, and the related director Mr. Wei Lidong has avoided voting. This matter needs to be submitted to the general meeting of shareholders for deliberation.
The supplementary disclosure of the related party transaction of capital increase to genyan network reached more than 30 million yuan within 12 months, accounting for more than 5% of the absolute value of the company's audited net assets in 2017, but it does not constitute a major asset restructuring specified in the administrative measures for major asset restructuring of listed companies.
2、 Introduction to related parties
(I) introduction to related party relationship
Before the capital increase on February 2, 2018, Zhejiang Jinqiao held 75.60% of the shares of genyan network, and Zhejiang Jinqiao was a company with 100% of the shares held by more than 5% of the shareholders of the company and the affiliated natural person of the director Mr. Wei Lidong. According to the identification of related parties in the Listing Rules of Shanghai Stock Exchange, the company supplemented and confirmed that Zhejiang Jinqiao and genyan networks are companies controlled by the actual controller and related parties of the company.
(II) basic information of related parties
1. Name: Zhejiang Jinqiao Investment Co., Ltd
Enterprise type: limited liability company (sole proprietorship of natural person)
Registered address: room d201-65, block D, Carnival International Plaza, Huzhou City, Zhejiang Province
Legal representative: Wang Xiufeng
Registered capital: 50 million yuan
Main business: investment, industrial investment, equity investment, investment management (without the approval of financial and other regulatory authorities, it is not allowed to engage in financial services such as financing deposits from the public, financing guarantee and financial management on behalf of customers), investment consulting (except futures) (for projects subject to approval according to law, business activities can be carried out only with the approval of relevant departments)
Major shareholders and shareholding ratio: Wang Xiufeng holds 100%
Affiliated relationship: the company controlled by Mr. Wei Lidong, the controlling shareholder and actual controller of the company, through affiliated natural persons
Zhejiang Jinqiao was established on October 23, 2017. As of December 31, 2017, its total assets were 168010000 yuan, total liabilities were 100.00 yuan, net assets were 168000000 yuan, operating income was 0 yuan and net profit was 0 yuan. The financial data of 2017 were unaudited.
2. Name: Shanghai genyan Network Technology Co., Ltd
Enterprise type: other limited liability companies
Registered address: Room 101, building 1, R & D building, No. 1588, LIANHANG Road, Minhang District, Shanghai (18 / 2 hill, block 481, Pujiang town)
Legal representative: Heng Xiaohui
Registered capital: 32206196 million yuan (registered capital on December 31, 2017: 2.2222 million yuan)
Main business: engaged in technology development, technical consultation, technology transfer, technical services, cloud software services, computer data processing, computer information system integration, computer software development, wholesale and retail of electronic products and communication equipment (except satellite television broadcasting ground receiving facilities) and Internet information services in the fields of network technology, software technology and computer information technology. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Affiliated relationship: the company controlled by the controlling shareholder, actual controller and Chairman Mr. Wei Lidong through affiliated natural persons.
As of December 31, 2017, genyan network had total assets of 151147099 yuan, total liabilities of 192156136 yuan, net assets of -41009037 yuan, operating income of 32583724 yuan and net profit of -792138943 yuan. The financial data of 2017 were audited by Shanghai maoheng accounting firm (general partnership), which is not qualified to engage in Securities and futures business.
3、 Basic information of related party transactions
Transaction method: acquire the equity of the transaction object by means of capital increase
Subject name: Shanghai genyan Network Technology Co., Ltd
Enterprise type: other limited liability companies
Date of establishment: February 4, 2016
Registered address: Room 101, building 1, R & D building, No. 1588, LIANHANG Road, Minhang District, Shanghai (18 / 2 hill, block 481, Pujiang town)
Legal representative: Heng Xiaohui
Registered capital: 32206196 million yuan
Main business: engaged in technology development, technical consultation, technology transfer, technical services, cloud software services, computer data processing, computer information system integration, computer software development, wholesale and retail of electronic products and communication equipment (except satellite television broadcasting ground receiving facilities) and Internet information services in the fields of network technology, software technology and computer information technology. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
On February 2, 2018, the registered capital of Dianjia venture capital was RMB 2222200 before the capital increase of 7 million. The main shareholders and shareholding ratio: Zhejiang Jinqiao Investment Co., Ltd. held 75.60%, Shanghai Dianjia Venture Capital Co., Ltd. held 10.00%, Heng Xiaohui held 13.50% and Zhou Rui held 0.90%.
After the capital increase of Dianjia venture capital, the registered capital of genyan network was 2.381 million yuan. After the capital reserve was converted into share capital in August 2018, the registered capital was 18 million yuan. The main shareholders and shareholding ratio: Zhejiang Jinqiao Investment Co., Ltd. 70.56%, Shanghai Dianjia Venture Capital Co., Ltd. 16.00%, Heng Xiaohui 12.60% and Zhou Rui 0.84%.
On December 28, 2018, Shanghai Weaver Network Co.Ltd(603039) increased the capital by 50 million yuan, and the registered capital after the capital increase was 24 million yuan. The main shareholders and shareholding ratio: Zhejiang Jinqiao Investment Co., Ltd. held 52.92%, Shanghai Weaver Network Co.Ltd(603039) held 25%, Shanghai Dianjia Venture Capital Co., Ltd. held 12.00%, and Shanghai duosign network technology partnership (limited partnership) held 10.08%.
At present, genyan network has received several rounds of financing. The main shareholders and shareholding ratio: Zhejiang Jinqiao Investment Co., Ltd. holds 394359%, Shanghai Weaver Network Co.Ltd(603039) holds 186299%, Shanghai Dianjia Venture Capital Co., Ltd. holds 8.9424%, Shanghai duosign network technology partnership (limited partnership) holds 7.5116%, Shanghai genyang enterprise Development Co., Ltd. holds 8.2801%, and Shanghai Genju Enterprise Development Center (limited partnership) holds 9.2001%, Beijing Aerospace phase II Industrial Investment Fund (limited partnership) holds 8.00%.
The property right of the subject matter of the transaction is clear, there is no mortgage, pledge or any other restriction on transfer, does not involve litigation, arbitration matters or judicial measures such as seizure and freezing, and there are no other circumstances that hinder the transfer of ownership. Main financial indicators of the transaction object in 2017 and 2018:
Unit: Yuan
Financial indicators December 31, 2017 December 31, 2018
Total assets 151147099291356420
Total liabilities 192156136968770904
Net assets -41009037 -677414484
Operating income 32583724113489518
Net profit -792138943 -1336405447
Is it audited
The financial data of the subject company in 2017 was audited by Shanghai maoheng Certified Public Accountants (general partnership), which is not qualified to engage in Securities and futures business. The financial data in 2018 was audited by Tianjian Certified Public Accountants (special general partnership), which is qualified to engage in Securities and futures business.
4、 Determination of related party transaction price
Genyan network was established in February 2016. Its main business is value-added services such as R & D, sales and data certificate storage of the integrated electronic signature and physical seal control platform. Its products can be applied to various signature, seal and contract management scenarios inside and outside enterprises and institutions and the government. At present, its business is concentrated in the enterprise market. Genyan network is a science and technology enterprise in the initial stage. In the initial stage of establishment, it needs to make large R & D investment and promotion expenditure, while the improvement of products and solutions and the growth of operating revenue need to go through a development cycle. From the perspective of investment value, the value of the company's investment in genyan network is reflected in the following aspects:
(I) the electronic signature industry is supported by policies, and the industry has a large development space
Since the implementation of the electronic signature law in 2005, the state has successively issued relevant laws and regulations and industrial development plans, providing a good policy environment for the sustainable and healthy development of the electronic signature industry. In July 2018, the State Council issued the guidance on accelerating the construction of the national online government service platform. The pace of the reform of Internet plus government services and the "discharge service" accelerated. The application of electronic signature in the government field began to infiltrate from the internal process approval to the external public service scene.
(II) the electronic signature is applied to serve the needs of enterprise digital transformation in combination with OA system
Under the background of paperless office, mobile office, enterprise digitization and the impact of the epidemic, based on the enterprise collaborative office OA system, electronic signature can help enterprises realize comprehensive office digitization, realize the leap from collaborative office to intelligent office, and improve the needs of enterprise digital transformation.
Project 20192018 2017
Number of contracts (copies): 221100 388.00 133.00
Cumulative number of contracted customers (PCs.) 153400 318.00 128.00
Contract amount (10000 yuan) 549895 842.63 124.75
The year-on-year growth rate of genyan network's contract amount in 2019 was 552.59%, and the year-on-year growth rate of contract amount in 2018 was 575.45%. Its business has been in a state of rapid development in recent three years.
The company obtained 25% equity by investing in genyan network, which is based on the consensus of both parties on future cooperation. The company's collaborative management software business field has good market relevance and technology integration with the electronic signature business field of genyan network. Through technology joint research and business opportunity sharing, both parties can strengthen their own business and accelerate development.
In February 2018, the company's pricing for the capital increase of genyan network of 7 million yuan was determined to be 100 million yuan after investment through negotiation between the parties to the capital increase agreement; In December 2018, the company's pricing for the capital increase of genyan network of 50 million yuan was determined to be 200 million yuan after investment through negotiation between the parties to the capital increase agreement. After several rounds of financing by external institutions, genyan network obtained a post investment valuation of 1.5 billion yuan from external investors in July 2020 and 2.5 billion yuan from the latest capital increase by external investment institutions in July 2021.
The price of the two capital increases, i.e. the price of related party transactions, is mainly determined by reference to the post investment valuation of the target company in the previous round, the growth of the contract amount and contracted customers, and the business synergy with the listed company, and is jointly negotiated and determined by the investors in accordance with the principle of voluntariness.
5、 Main contents and performance arrangements of related party transactions
(I) main contents of the agreement of Dianjia venture capital to increase the capital of genyan network by 7 million yuan
1. Contract subject
