Securities code: 300203 securities abbreviation: Focused Photonics (Hangzhou) Inc(300203) Announcement No.: 2022-005 Focused Photonics (Hangzhou) Inc(300203) (Hangzhou) Co., Ltd
Announcement on ratification of financial assistance and related party transactions
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
Focused Photonics (Hangzhou) Inc(300203) (Hangzhou) Co., Ltd. (hereinafter referred to as “the company”) held the 22nd Meeting of the third board of directors on January 10, 2022, deliberated and adopted the proposal on ratification of financial assistance and related party transactions. On December 31, 2021, the company disclosed the announcement on receiving the warning letter from Zhejiang securities regulatory bureau (Announcement No.: 2021-092) on cninfo, the gem information disclosure website designated by the CSRC. The warning letter pointed out that the company and its subsidiaries provided financial assistance to some joint ventures and their related enterprises from 2018 to 2021, The company confirms the above financial assistance. The relevant matters are hereby announced as follows: I. overview of financial assistance matters
(I) the company is the leading social capital Party of the “Huangshan Huangshan Puxi River (Urban Section) comprehensive treatment project PPP project”. The project company is “Huangshan Guangzhuo Puxi River Ecological Treatment Service Co., Ltd.” (hereinafter referred to as “Guangzhuo Puxi River”), a subsidiary of the company’s joint venture, in order to promote the cooperation of PPP (phase II) for the comprehensive treatment of Puxi River (Urban Section), In June and September 2019, the company paid a total of 40 million yuan to the interested parties. As the implementation subject of the phase II intention project of guangzhupu river system, the above-mentioned cooperation intention fee was collected by guangzhupu River on behalf of the partners. In December 2019, due to the failure to advance the phase II project as scheduled, guangzhupu Xihe returned 40 million yuan of cooperation intention to the company.
On September 21, 2018, the company mistakenly transferred 26 million yuan into the bank account of Puxi river due to the negligence of the staff during the internal fund transfer process. After finding the error, Puxi River returned the above 26 million yuan to our bank account on September 26, 2018.
According to the principle of substance over form, based on prudence, the company recognizes the above capital transfer as financial assistance and constitutes a connected transaction.
(II) the company is the leading social capital Party of the “PPP project for infrastructure construction of Panxian jichangping Longhu wetland scenic spot”, and the project company is “Guizhou Juzhi Ecological Technology Service Co., Ltd.” (hereinafter referred to as “Guizhou Juzhi”), which is a joint venture of the company; In order for Guizhou Juzhi to successfully obtain the financing of the above PPP project, our company transferred 44 million yuan to Guizhou Juzhi company in the form of “financing sincerity fund” in May 2020. In December 2020, Guizhou Juzhi has returned the above amount after the financing of the above PPP project is determined. According to the principle of substance over form, based on prudence, the company recognizes the above capital transfer as financial assistance and constitutes a connected transaction.
(III) the company is the leading social capital Party of “Gaoqing Aili Lake Ecological Wetland Park and beautiful rural road construction PPP project”, and the project company is “Gaoqing Juai Environmental Service Co., Ltd.” (hereinafter referred to as “Gaoqing Juai”), which is a joint venture of the company; In order to ensure the daily operation needs of the project company, the company’s subsidiary indirectly returned the project fund of 12.9 million yuan to Gaoqing Juai. According to the principle of substance over form and based on prudence, the company recognized the above fund transfer as financial assistance and constituted related party transactions.
(IV) the company is the leading social capital Party of “Linzhou qixihe National Wetland Park and supporting project PPP project”. The general contractor of the project is “Jiangsu Huaqi Construction Co., Ltd.” (hereinafter referred to as “Jiangsu Huaqi”). In order to ensure the smooth development of the project, the subsidiary of the company refunds 20 million yuan to Jiangsu Huaqi, Jiangsu Huaqi is used for the expenditure of the project. In consideration of prudence, the company recognizes the above fund transfer as financial assistance. Jiangsu Huaqi has no affiliated relationship with the company, and the assistance does not constitute a connected transaction. The above financial assistance does not constitute a major asset reorganization as stipulated in the measures for the administration of major asset reorganization of listed companies. The amount of single financial assistance or the cumulative amount of financial assistance provided within 12 consecutive months does not exceed 10% of the company’s latest audited net assets. According to the Shenzhen Stock Exchange GEM Listing Rules and other relevant provisions, some financial assistance matters constitute related party transactions. According to the relevant provisions of the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange, the asset liability ratio of the financial assistance object exceeds 70%, and this matter will be submitted to the general meeting of shareholders of the company for deliberation.
2、 Description of basic information and relationship of funded objects
(I) Huangshan Puxi River Ecological Management Service Co., Ltd
Company type: other limited liability companies
Legal representative: Zhao Ling
Registered capital: 157.6 million yuan
Address: second floor, Huangshan puxihe tourist service center, the intersection of Xuanyuan Avenue and Jincheng Avenue, Huangshan District, Huangshan City
Unified social credit Code: 91341003ma2n9fxh0g
Date of establishment: December 22, 2016
Business scope: operation and management of pollution control facilities; Ecological environment monitoring and consulting services; Municipal public facilities management; Urban greening management; Management of parks and scenic spots; Technology promotion, technology transfer, technical service and technical consultation of ecological governance information system. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Equity structure: Hefei Huiyin Sangu investment management partnership (limited partnership) holds 51.01% equity, and Huangshan Huangshan Meihao Rural Construction Investment Co., Ltd. holds 48.99% equity. (as a limited partner of Hefei Huiyin Sangu investment management partnership (limited partnership), the company holds 99.81% of its capital contribution). Main financial data: by the end of 2020, the total assets were 758.1096 million yuan, the liabilities were 604.2876 million yuan, the net assets were 153.822 million yuan, the operating income was 15.2402 million yuan and the net profit was -6218 million yuan in 2020. (the above financial data have been audited)
Puxi river is not a dishonest person to be executed.
Related relationship: puxihe is a subsidiary of the company’s associated enterprise and has been recognized as a related party of the company since 2022 based on the principle of prudence.
(II) Guizhou Juzhi Ecological Technology Service Co., Ltd
Company type: other limited liability companies
Legal representative: Tian Kunlun
Registered capital: 433.99 million yuan
Address: No. 1-31-02, supply and marketing building, Panbei Avenue, jichangping Town, panzhou City, Liupanshui City, Guizhou Province
Unified social credit Code: 91520222ma6heeq97g
Date of establishment: December 6, 2018
Business scope: those prohibited by laws, regulations and decisions of the State Council shall not be operated; Where a license (examination and approval) is required by laws, regulations or decisions of the State Council, the business shall be operated on the strength of the license (examination and approval) documents after being approved by the examination and approval authority; If the laws, regulations and decisions of the State Council stipulate that no license (examination and approval) is required, the market entities shall choose to operate independently.
Operation services of water pollution control facilities, comprehensive ecological treatment services and municipal facilities; Sales of instruments and mechanical equipment; Operation, maintenance and overhaul services of mechanical, electrical, instrument, telecommunication and control system equipment, computer software development, sales, technical services and system integration; Design and installation of computer automatic control and monitoring system; Design and construction of environmental protection engineering, electromechanical engineering, electronic engineering, fire-fighting facilities engineering, municipal engineering, water conservancy and water engineering and energy-saving engineering, planting and sales of garden plants, ecological restoration engineering, landscaping enterprise management consulting, and construction labor services. (the above scope does not include the projects prohibited and permitted by national laws and regulations) (for the projects that must be approved according to law, the business activities can be carried out only with the approval of relevant departments)) equity structure: Focused Photonics (Hangzhou) Inc(300203) (Hangzhou) Co., Ltd. holds 89.9% equity, and Guizhou Panbei Economic Development Zone Investment Co., Ltd. holds 10% equity, Hangzhou Municipal Engineering Group Co., Ltd. holds 0.1% equity.
Main financial data: by the end of 2020, the total assets were 225.5062 million yuan, the liabilities were 150.03 million yuan, the net assets were 75.4761 million yuan, the operating income was 0 million yuan and the net profit was 33500 yuan in 2020. (the above financial data have been audited)
It is not a gathering of dishonest people.
Related relationship: Guizhou Juzhi is a joint venture of the company. Based on the principle of prudence, it has been recognized as a related party of the company since 2022.
(III) Gaoqing Juai Environmental Service Co., Ltd
Company type: other limited liability companies
Legal representative: Wan Jinlin
Registered capital: 169545300
Address: No. 73, tianzhai Road, Changjia Town, Gaoqing County, Zibo City, Shandong Province
Unified social credit Code: 91370322ma3ffc6e31
Date of establishment: August 24, 2017
Business scope: municipal facilities management services; Park management services; Landscaping and maintenance; Garbage removal. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Equity structure: Focused Photonics (Hangzhou) Inc(300203) (Hangzhou) Co., Ltd. holds 68.82%, Gaoqing Yuanrun state owned Capital Investment Co., Ltd. holds 30.82%, Jiangsu Huaqi Construction Co., Ltd. holds 0.29%, and Beijing Beikong Ecological Construction Group Co., Ltd. holds 0.06%.
Main financial data: by the end of 2020, the total assets were 687199700 yuan, the liabilities were 520142400 yuan, the net assets were 167057300 yuan, the operating income was 0 yuan and the net profit was – 532000 yuan in 2020. (the above financial data have been audited)
Gao Qing Juai is not a dishonest person.
Affiliated relationship: Gaoqing Juai is a joint venture of the company. Based on the principle of prudence, it has been recognized as an affiliated party of the company since 2022.
(IV) Jiangsu Huaqi Construction Co., Ltd
Company type: limited liability company (invested or controlled by natural person)
Legal representative: Ji Dangqi
Registered capital: RMB 531.18 million
Address: No. 18, Huaxiang Road, Jingjiang Development Zone
Unified social credit Code: 91321282141099120p
Date of establishment: August 21, 1992
Business scope: municipal road engineering construction, bridge engineering construction, urban pipeline facilities, housing construction engineering, earthwork engineering, highway engineering construction, water conservancy and port engineering construction, foundation and foundation engineering, steel structure construction; Engineering survey and design; Engineering management services; Environmental protection engineering services; Landscaping engineering services; Urban road lighting facilities management services; Urban sculpture management services; Construction labor subcontracting; Research, design, development and consulting services of environmental protection equipment; Planting and sales of flowers and seedlings; Tree breeding and seedling raising; Sales of building materials, cement products, metal products, plastic products, asphalt, motors, wires and cables, distribution switch control equipment; Leasing of construction machinery and equipment; House leasing. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Equity structure: Ji Dangqi holds 85% equity and Zhang Yan holds 15% equity.
Main financial data: by the end of 2020, the total assets were 496.6499 million yuan, the liabilities were 204.7935 million yuan, the net assets were 29.18565 million yuan, the operating income was 48.38557 million yuan and the net profit was 18.9219 million yuan in 2020. (the above financial data have been audited)
Jiangsu Huaqi is not a dishonest person.
Relationship: Jiangsu Huaqi has no relationship with the company.
3、 Impact of the above matters on Listed Companies
In order to support the operation and development of the joint venture, without affecting the normal operation of the company and its subsidiaries, the company and its subsidiaries provide financial assistance to the joint venture and Jiangsu Huaqi in order to support the smooth development of its project financing, construction and other businesses. As the above financial assistance did not fulfill the corresponding approval procedures, the capital security risk of the company was increased. The risk of this financial assistance is controllable and will not have a significant adverse impact on the company’s business activities. The company will also strengthen the evaluation of the business development of the funded objects according to its own internal control requirements to ensure the safety of the company’s funds. At the same time, the company will further strengthen internal control, improve the approval system and process of financial fund management, improve the standardization of fund management, strengthen the inspection and supervision of internal control system, and prevent similar situations from happening again.
4、 Decision making procedures and opinions of independent directors
(I) deliberation by the board of directors
On January 10, 2022, the 22nd Meeting of the third board of directors of the company considered the proposal on the ratification of financial assistance and related party transactions. The board of directors considered that providing financial assistance to the joint venture company and Jiangsu Huaqi is conducive to project financing and project construction without affecting the normal operation of the company and its subsidiaries. The risk of this financial assistance is controllable and will not have a significant adverse impact on the company’s business activities. We agree to the proposal. At the same time, because the asset liability ratio of the funded objects puxihe and Gaoqing Juai exceeded 70% in the recent year, the proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(II) prior approval opinions and independent opinions of independent directors
1. Prior approval of independent directors
After review, we believe that the company’s supplementary confirmation of financial assistance and related party transactions is necessary for the company’s business activities and does not have a significant adverse impact on the company’s financial status and operating results. For the above financial assistance and related party transactions, the company failed to make accurate judgment in time and submit them to the board of directors for deliberation, reminding the company and relevant functional departments to pay close attention to prevent similar situations from happening again. We unanimously agreed on the matter and submitted it to the board of directors for deliberation.
2. Independent opinions expressed by independent directors
After review, we believe that: on the premise of not affecting the normal operation of the company and its subsidiaries, the company confirms that financial assistance and related party transactions are necessary for the company’s business activities, and the risk of financial assistance is within the controllable range, which will not have a significant adverse impact on the company’s business activities. When the board of directors deliberated on this related party transaction, the voting procedure was legal and effective, and complied with the provisions of relevant laws, regulations and the articles of association. Therefore, we unanimously agreed on the matter and submitted the proposal to the general meeting of shareholders for deliberation.
5、 Documents for future reference
(I) resolutions of the 22nd Meeting of the third board of directors;
(II) prior approval opinions of independent directors
(III) independent opinions of independent directors on relevant matters
It is hereby announced.
