Zhongtai Securities Co.Ltd(600918)
About Shantui Construction Machinery Co.Ltd(000680)
On the proposed acquisition of equity and related party transactions
Verification opinions
Zhongtai Securities Co.Ltd(600918) (hereinafter referred to as ” Zhongtai Securities Co.Ltd(600918) ” or “sponsor”) as a sponsor of Shantui Construction Machinery Co.Ltd(000680) (hereinafter referred to as ” Shantui Construction Machinery Co.Ltd(000680) ” or “company”) non-public offering of shares in 2020, in accordance with the measures for the administration of securities issuance and listing sponsorship business, the rules for listing of shares of Shenzhen Stock Exchange, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and other relevant laws According to the provisions of laws and regulations and normative documents, this verification opinion has been issued on the matters of Shantui Construction Machinery Co.Ltd(000680) proposed equity acquisition and related party transactions. The specific verification conditions are as follows:
1、 Overview of related party transactions
1. In order to improve the industrial layout of the company’s loader business, improve the company’s profitability, help the deep integration of the loader industry, promote the company’s high-quality development, give play to synergy and achieve scale effect, The company intends to purchase 56.6403% equity of Dezhou Degong Machinery Co., Ltd. (hereinafter referred to as “Dezhou Degong”) and 100% equity of Shandong Degong Machinery Co., Ltd. (hereinafter referred to as “Shandong Degong”) in cash for a transaction consideration of RMB 413082700 (hereinafter referred to as “this transaction”). After the completion of this transaction, the company will directly hold 100% equity of Shandong Degong, directly hold 56.6403% equity of Dezhou Degong, and indirectly hold 43.3597% equity of Dezhou Degong through Shandong Degong, realizing 100% equity of Dezhou Degong.
2. As the counterparty heavy industry group is the controlling shareholder of the company, Mr. Liu Huisheng, chairman of the company, serves as the chairman of Shandong Degong and Dezhou Degong. According to the relevant provisions of the stock listing rules of Shenzhen Stock Exchange, this transaction constitutes a connected transaction. Liu Huisheng, Jiang Kui, Shen Chuandong and Wu Rujiang, affiliated directors of the company, avoided voting on this transaction and related matters. After voting by non affiliated directors, the proposal was considered and adopted with 5 votes in favor, 0 against and 0 abstention. The independent directors have reviewed the transaction in advance and expressed their agreed independent opinions. This transaction must be approved by the general meeting of shareholders, and the related persons interested in the related transaction will withdraw from voting.
3. According to the relevant provisions of the measures for the administration of major asset restructuring of listed companies, this transaction does not constitute a major asset restructuring of listed companies.
2、 Basic information of counterparties and related parties
1. Basic information:
Company name: Shandong Heavy Industry Group Co., Ltd
Legal representative: Tan Xuguang
Registered capital: 300 million yuan
Company type: limited liability company (state-owned holding)
Registered address: No. 40-1, West Yanzi Road, Lixia District, Jinan City, Shandong Province
Registration time: June 16, 2009
Unified social credit Code: 91370000690641760y
Business scope: the operation of state-owned assets within the scope authorized by the provincial government; Investment and enterprise management; Plan, organize, coordinate and manage the production and business activities of the affiliated enterprises; R & D, production and sales of internal combustion engines and their supporting products, construction machinery and other mechanical equipment and parts; Real estate leasing (for projects that must be approved according to law, business activities can be carried out only with the approval of relevant departments).
Main business development: the main business of Shandong Heavy Industry Group Co., Ltd. has developed well in recent three years.
Actual controller: state owned assets supervision and Administration Commission of Shandong Provincial People’s Government (hereinafter referred to as “Shandong SASAC”)
2. Main financial data:
Unit: 10000 yuan
Project September 30, 2021 December 31, 2020
Total assets 47340903.71 43325952.04
Total liabilities 32341519.20 31370101.73
The owner’s equity attributable to the parent company is 2209650.48 1822951.52
Project from January to September 2021 to 2020
Operating income 27692991,33 31194240.25
Operating profit 1796180.09 2119445.52
Net profit 1427235.53 1807909.86
Net cash flow from operating activities 257688.17 3747770.72
Note: the financial data of 2020 have been audited by Hexin Certified Public Accountants (special general partnership), and the financial data from January to September 2021 have not been audited.
3. Relationship with the company: heavy industry group is the controlling shareholder of the company and the actual controller of Weichai Power Co.Ltd(000338) the second largest shareholder of the company.
4. Through inquiry on China executive information disclosure network, up to now, the company has not found that heavy industry group has been included in the list of dishonest Executees.
3、 Subject matter of related party transactions
1. Basic information
(1) Introduction to Dezhou Degong
Company name: Dezhou Degong Machinery Co., Ltd
Legal representative: Liu Huisheng
Registered capital: 46.79 million yuan
Registered address: east side of nanmengshan Road, Baide Road, Dezhou Economic Development Zone
Date of establishment: January 28, 2002
Enterprise type: other limited liability companies
Unified social credit Code: 913714007357619192
Business scope: general items: construction machinery manufacturing; Sales of construction machinery; Sales of forestry and wood and bamboo cutting machinery; Manufacturing of forestry and wood and bamboo cutting machinery; Sales of mining machinery; Mining machinery manufacturing; Material handling equipment manufacturing; Material handling equipment sales; Agricultural machinery leasing; Mechanical equipment leasing; Sales of agricultural machinery; Agricultural machinery manufacturing; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Research and development of mechanical equipment; Lubricating oil sales; Loading, unloading and handling; Non residential real estate leasing; Sales of metal materials.
(except for the items subject to approval according to law, carry out business activities independently according to law with the business license) licensed items: import and export of goods; Technology import and export. (for projects that must be approved according to law, business activities can be carried out only with the approval of relevant departments. The specific business projects shall be subject to the approval documents or licenses of relevant departments)
Equity structure: up to now, heavy industry group directly holds 56.6403% equity of Dezhou Degong and indirectly controls 43.3597% equity of Dezhou Degong through Shandong Degong. It is the controlling shareholder of Dezhou Degong. Shandong SASAC directly and indirectly holds 90% equity of heavy industry group, so it is the actual controller of Dezhou Degong. (2) Introduction to Shandong Degong
Company name: Shandong Degong Machinery Co., Ltd
Legal representative: Liu Huisheng
Registered capital: 12.6918 million yuan
Registered address: No. 115, Dongfeng West Road, Decheng District, De Zhou City
Date of establishment: June 18, 1998
Enterprise type: limited liability company (sole proprietorship of legal person invested or controlled by non natural person)
Unified social credit Code: 913714001672838908
Business scope: production (excluding special equipment) and sales of construction machinery and spare parts; House leasing. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments).
Equity structure: up to now, heavy industry group holds 100% equity of Shandong Degong and is the controlling shareholder of Shandong Degong. Shandong SASAC directly and indirectly holds 90% equity of heavy industry group, so it is the actual controller of Shandong Degong.
2. Ownership of the subject company
(1) The equity ownership of Dezhou Degong is clear. As of the benchmark date July 31, 2021, except for other monetary funds, there is no mortgage, pledge or freezing of funds that have restrictions on their use or are stored abroad or have potential recovery risks, no major disputes, litigation or arbitration involving relevant assets, and no judicial measures such as seizure.
(2) The equity ownership of Shandong Degong is clear, there is no mortgage, pledge and other situations, there is no major dispute, litigation or arbitration involving relevant assets, and there are no judicial measures such as seizure and freezing.
(3) Part of the real estate and land owned by Dezhou Degong and Shandong Degong have not obtained relevant real estate and land certificates due to historical reasons. Up to now, there has been no major dispute or dispute over the possession and use of the above assets by Dezhou Degong and Shandong Degong. After the acquisition of equity, the company will actively promote the handling of relevant ownership certificates.
3. Acquisition of target company by heavy industry group
On November 14, 2011, the shareholders\’ meeting of Shandong Degong agreed that all natural person shareholders of Shandong Degong would transfer all their equity of Shandong Degong, that is, the total equity of 3.001 million yuan, to Shandong Communications Industry Group Holding Co., Ltd. (hereinafter referred to as “Jiaogong group”); On the same day, the shareholders\’ meeting of Dezhou Degong agreed that all natural person shareholders of Dezhou Degong would transfer all their equity of Dezhou Degong to Shandong Degong. After the above equity transfer is completed, Jiaogong group holds 100% equity of Shandong Degong and Shandong Degong holds 100% equity of Dezhou Degong. On June 1, 2018, Shandong SASAC issued the reply on issues related to the free transfer of 100% state-owned property rights of Shandong Degong Machinery Co., Ltd. [2018] No. 21, agreeing to transfer 100% state-owned property rights and interests held by Jiaogong group to heavy industry group free of charge based on the audited financial reports on December 31, 2017. And completed the change of company registration on June 5, 2018.
On June 15, 2018, the shareholders of Dezhou Degong decided: Based on the audited book net assets of Dezhou Degong in 2017 of RMB 153.1129 million, heavy industry group increased its capital by RMB 200 million, of which RMB 26.502 million was included in the registered capital of Dezhou Degong and RMB 173.498 million was included in the capital reserve of Dezhou Degong; The registered capital of Dezhou Degong increased from 20.288 million yuan to 46.79 million yuan. After the capital increase, heavy industry group holds 56.64% equity of Dezhou Degong and Shandong Degong holds 43.36% equity of Dezhou Degong.
Up to now, the shareholding structure of the acquisition object held by heavy industry group is as follows:
Shandong Heavy Industry Group
100%
Shandong Degong Machinery Co., Ltd. 56.64%
43.36%
Dezhou Degong Machinery Co., Ltd
4. Exercise of preemptive right
Since Shandong Degong holds 43.3597% of the equity of Dezhou Degong, according to relevant laws and regulations, Shandong Degong issued the statement on abandoning the preemptive right, that is, abandoning the preemptive right of 56.6403% of the equity of Dezhou Degong.
5. Changes in the scope of the company’s consolidated statements caused by this transaction
(1) After the completion of this transaction, Dezhou Degong and Shandong Degong will be included in the scope of the company’s consolidated statements.
(2) As the main customer of Dezhou Degong, the company has carried out long-term business cooperation with Dezhou Degong, entrusted Dezhou Degong to produce loader products, and sold transmission, cab and other accessories to Dezhou Degong. From January to November of 2021, the company purchased Dezhou Degong loaders with a total amount of 567655400 yuan and sold accessories to Dezhou Degong with a total amount of 48142100 yuan. The company has no business relationship with Shandong Degong.
(3) As of December 2021, the sales balance of the mortgage business between Dezhou Gongde bank and Dezhou Gongde Engineering Development Co., Ltd. was RMB 600000 {8} which had not been repaid. As of December 22, 2021, Shandong Degong has undertaken relevant repayment responsibilities for individual housing and commercial loans, with a balance of about 38200 yuan, starting and ending from January 10, 2003 to October 28, 2023. In addition to the above, Dezhou Degong and Shandong Degong do not provide guarantees or financial assistance to others.
6. Is the target company a dishonest executee
Upon inquiry of China execution information disclosure network, up to now, Dezhou Degong and Shandong Degong have not been included in the list of dishonest Executees.
4、 Audit evaluation
1. Audit situation
The company hired Hexin Certified Public Accountants (special general partnership) to audit the financial statements of Dezhou Degong and Shandong Degong, and issued the special audit report of Dezhou Degong (hxtsz (2021) No. 000349) and the special audit report of Shandong Degong (hxtsz (2021) No. 000348). Dezhou Degong, Shandong Degong 20
