Guotai Junan Securities Co.Ltd(601211)
About Dbappsecurity Co.Ltd(688023)
Verification opinions on the proposed sale of part of the equity of subsidiaries and related party transactions
Guotai Junan Securities Co.Ltd(601211) (hereinafter referred to as " Guotai Junan Securities Co.Ltd(601211) " or "sponsor") as a sponsor of Dbappsecurity Co.Ltd(688023) (hereinafter referred to as " Dbappsecurity Co.Ltd(688023) ," listed company "or" company ") for initial public offering of shares, listing on the science and innovation board and issuing A-Shares to specific objects in 2020, in accordance with the administrative measures for securities issuance and listing sponsor business Laws, administrative regulations, departmental rules and business rules, such as the Listing Rules of Shanghai Stock Exchange's science and innovation board and the measures for the continuous supervision of listed companies of Shanghai Stock Exchange, have verified the Dbappsecurity Co.Ltd(688023) sale of part of the equity of subsidiaries and related party transactions. The details are as follows:
1、 Overview of related party transactions
Since Hangzhou Anheng vehicle Networking Security Technology Co., Ltd. (hereinafter referred to as "Anheng vehicle networking") has not actually carried out business since its establishment, and the company only pays part of its registered capital, in order to establish a long-term incentive mechanism for benefit sharing and risk sharing between the company and the core personnel of the vehicle networking business module, and promote the rapid development of the company's vehicle networking security business, the company plans to subscribe 2.47 million yuan of the registered capital of Anheng vehicle networking, The corresponding 19.00% equity is transferred to Mr. Wu Zhuoqun, the director and general manager of the company at 0 yuan. It is proposed to transfer the subscribed registered capital of 1.82 million yuan of Anheng Internet of vehicles, and the corresponding 14.00% equity is transferred to Hangzhou Anheng chuang'an equity investment partnership, the proposed new employee stock ownership platform of Anheng Internet of vehicles at 0 yuan (the name is tentative, and the actual name is subject to industrial and commercial registration, hereinafter referred to as "Anheng chuang'an" or "stock holding platform"). This transaction is transferred according to 0 yuan / share, and Mr. Wu Zhuoqun and Anheng chuang'an will perform the corresponding paid in obligations to Anheng vehicle networking in the future.
The registered capital of Anheng vehicle networking is 13 million yuan. After the completion of this transaction, the proportion of equity held by the company in Anheng vehicle networking decreased to 67.00%, and indirectly held 11.69% through Anheng chuang'an. Anheng vehicle networking is still a holding subsidiary of the company. The company plans to authorize the management to handle all matters related to the sale and sign all external legal documents.
Mr. Wu Zhuoqun is a director and general manager of the company. According to the Listing Rules of Shanghai Stock Exchange, Mr. Wu Zhuoqun is an associated natural person of the company. This transaction constitutes a connected transaction and does not constitute a major asset reorganization.
As of the disclosure date of this announcement, in the past 12 months, the amount of related party transactions between the company and Wu Zhuoqun and the amount of related party transactions between the company and different related parties to sell assets have not reached more than 30 million yuan, nor more than 1.00% of the latest audited total assets or market value of the listed company. This related party transaction is still within the approval authority of the board of directors and does not need to be submitted to the general meeting of shareholders for deliberation.
2、 Basic information of related parties
Mr. Wu Zhuoqun, a Chinese national, is a director and general manager of the company. He has worked in Dbappsecurity Co.Ltd(688023) , and is now a director and deputy general manager of the company. Mr. Wu Zhuoqun is an associated natural person of the company in accordance with the Listing Rules of Shanghai Stock Exchange on the science and innovation board. Mr. Wu Zhuoqun is not the person to be executed for breaking his promise.
The related parties are the directors and general manager of the company. Up to now, in addition to the above relationship, the company has no other relationship with the related parties in terms of property rights, business, assets, creditor's rights and debts, personnel, etc.
3、 Basic information of other counterparties
Company name: Hangzhou Anheng chuang'an equity investment partnership
Registered capital: 1.82 million yuan
Nature of enterprise: limited partnership
Executive partner / general partner (GP): Hangzhou Anxin HENGCHUANG Technology Co., Ltd
Capital contribution: the general partner (GP) subscribed 1.52 million yuan, with a shareholding ratio of 83.50%; As a limited partner (LP), Mr. Jiang Honglin subscribed 300000 yuan, with a shareholding ratio of 16.50%.
Business scope: enterprise management. (market entities shall independently choose business projects and carry out business activities according to law; projects that must be approved according to law shall carry out business activities according to the approved contents after being approved by relevant departments; they shall not engage in business activities of projects prohibited and restricted by national and municipal industrial policies.)
Anheng chuang'an is the proposed new employee stock ownership platform of Anheng Internet of vehicles, and its executive partner / general partner (GP) is proposed to be held by Hangzhou Anxin HENGCHUANG Technology Co., Ltd., the holding subsidiary of the company, so the company is the actual controller of Anheng chuang'an. At present, Anheng chuang'an has not been established, and there is no financial data. The above basic information is the proposed information, which shall be subject to the industrial and commercial registration.
The shareholding platform Anheng chuang'an is used for the incentive of Anheng vehicle networking team and talents. At that time, the company will determine a reasonable and fair price and performance evaluation indicators according to the business situation, financial status and evaluation value of Anheng vehicle networking, transfer the share of Anheng chuang'an held by the company, and perform the review procedures and information disclosure in accordance with the relevant provisions of laws and regulations.
4、 Basic information of transaction object
(I) name and category of trading object
This transaction is that the company intends to transfer 19.00% and 14.00% of the equity of Anheng car network, a wholly-owned subsidiary of Anheng chuang'an, to Mr. Wu Zhuoqun and Anheng chuang'an respectively. After the completion of this transaction, the company's shareholding in Anheng car network will be reduced to 67.00%, and 11.69% will be indirectly held through Anheng chuang'an. Anheng car network is still a holding subsidiary of the company. (II) basic information of the transaction object company name: Hangzhou Anheng vehicle Networking Security Technology Co., Ltd
The registered capital is 13 million yuan
Date of establishment: August 28, 2020 legal representative: Wu Zhuoqun
Registered address: room 709, floor 7, No. 188, Lianhui street, Xixing street, Binjiang District, Hangzhou, Zhejiang
General items: Internet security services; Information system integration service; Network and information security software development; Research and development of Internet of things technology; Internet of things application services; Internet of things technology services; Internet of things equipment manufacturing; Business scope: Internet of things equipment sales; Sales of information security equipment; Network equipment sales; Software development; Manufacturing of communication equipment; Manufacturing of information security equipment; Information technology consulting services (except for projects subject to approval according to law, carry out business activities independently according to law with business license).
Major shareholder Dbappsecurity Co.Ltd(688023) holds 100%
On March 4, 2022, the company subscribed a registered capital of 8 million yuan to Anheng vehicle networking. After the capital increase, the registered capital of Anheng vehicle networking increased from 5 million yuan to 13 million yuan.
Anheng Internet of vehicles is a wholly-owned subsidiary of the company, with clear property rights, no mortgage, pledge and any other restrictions on transfer, no litigation, arbitration matters or judicial measures such as seizure and freezing, and no other circumstances that hinder the transfer of ownership.
The main financial data of the latest year are as follows:
Unit: Yuan
Project December 31, 2021
Total assets 123652832
Total liabilities 5833300
Net assets 117819532
Project from January to December 2021
Operating income 0
Net profit -37180468
After this equity transfer, the equity structure of Anheng vehicle networking is as follows:
Name of shareholders before and after this transfer
Capital contribution (10000 yuan) shareholding ratio capital contribution (10000 yuan) shareholding ratio
Dbappsecurity Co.Ltd(688023) 130000 100.00% 871.00 67.00%
Wu Zhuoqun 0.00% 247.00 19.00%
Anheng chuang'an 0.00% 182.00 14.00%
5、 Pricing of related party transactions
Since Anheng Internet of vehicles has not actually carried out business after its establishment, and the company only pays part of its registered capital, based on the principle of equality and voluntariness, through consultation, all parties agree that the unpaid part of the company will be transferred at 0 yuan / share. After the transfer is completed, the transferee will perform the corresponding paid in obligations, and the transaction will not damage the interests of the company and shareholders. The pricing of this transaction follows the principles of fairness, fairness and consensus, and complies with relevant national laws, regulations and policies.
6、 Main contents and other arrangements of related party transaction agreement
(I) main contents of related party transaction agreement
1. Agreement subject:
Equity transferor (Party A): Dbappsecurity Co.Ltd(688023)
Equity transferee (Party B): Wu Zhuoqun
Target company (Party C): Hangzhou Anheng vehicle Networking Security Technology Co., Ltd
2. Transfer price and payment: Party A agrees to transfer its nineteen percent (19.00%) equity of the target company (representing the registered capital of the target company of RMB two million four hundred and seventy thousand (RMB 247000) to Party B at the price of RMB zero (RMB 0).
This equity transfer involves the unpaid subscribed capital contribution, and Party B shall pay it in full on schedule in accordance with the articles of association of the target company.
3. Delivery of rights and obligations: after completing the industrial and commercial change registration procedures of this equity transfer, Party B enjoys the rights and obligations of shareholders in accordance with the articles of association of the target company and the transfer agreement.
4. Dispute resolution: All disputes arising from or in connection with this Agreement shall be settled through friendly negotiation; If no settlement can be reached through negotiation, either party has the right to bring a lawsuit to the people's Court of the place where the target company is domiciled.
5. Conditions for effectiveness of the agreement: this Agreement shall take effect from the date of signature and seal by all parties.
(II) other arrangements involving related party transactions
This connected transaction does not involve personnel resettlement, land leasing, etc. There will be no horizontal competition after this transaction. If the company or Mr. Wu Zhuoqun subsequently increase the capital of Anheng vehicle networking, the company will disclose relevant information in time in accordance with relevant regulations.
7、 Rationality of related party transactions and its impact on Listed Companies
(1) The company transferred part of the equity of its subsidiaries to Mr. Wu Zhuoqun and the employee stock ownership platform, which is conducive to the establishment of a long-term incentive mechanism for the company to share interests and risks with the core personnel of the Internet of vehicles business. The transaction will help the company retain and attract excellent talents, improve the cohesion of employees, promote the rapid development of the company's Internet of vehicles security business, and enhance the profitability of the company, without damaging the interests of the company and all shareholders.
(2) This transaction will not change the scope of the company's consolidated financial statements, affect the company's current profits and losses, have a significant impact on the company's financial status and operating results, or affect the company's independence. The company's main business will not rely on or be controlled by related parties due to this transaction.
8、 Review procedures of related party transactions
(I) deliberations of the audit committee
On April 22, 2022, the audit committee of the company deliberated and approved the proposal on the company's proposed sale of part of the equity of wholly-owned subsidiaries and related party transactions. This transaction is in line with the company's development strategy and business needs, and the transaction procedure arrangement is in line with laws, administrative regulations, departmental rules and the articles of association. The above transactions do not harm the interests of the company and its shareholders, especially the minority shareholders. Wu Zhuoqun, a related member, avoided voting, and the non related member agreed to the company's sale of part of the equity of the subsidiary and related party transactions.
(II) deliberations of the board of directors
The company held the 17th meeting of the second board of directors on April 22, 2022, and deliberated and passed the proposal on the company's proposed sale of part of the equity of wholly-owned subsidiaries and related party transactions. The related director Mr. Wu Zhuoqun avoided voting in accordance with relevant regulations, and other non related directors unanimously agreed and passed the proposal. This connected transaction is still within the scope of the deliberation authority of the board of directors and does not need to be submitted to the general meeting of shareholders for deliberation.
(III) independent opinions of independent directors
This transaction is in line with the company's strategic planning and business development needs. The pricing is fair and reasonable and follows the market-oriented principles of fairness, openness and impartiality. When the board of directors deliberated on this matter, the related directors avoided voting, and the deliberation and decision-making procedures comply with the provisions of relevant laws and regulations and the articles of association of the company. There are no circumstances that damage the interests of shareholders, especially minority shareholders, and will not affect the independence of the company. We agree to sell part of the equity of the subsidiary and related party transactions.
(IV) deliberation of the board of supervisors
The company held the 15th meeting of the second board of supervisors on April 22, 2022, and deliberated and passed the proposal on the company's proposed sale of part of the equity of wholly-owned subsidiaries and related party transactions. The board of supervisors held that this transaction is conducive to the development of the company's Internet of vehicles security business and the stability of core personnel, and is in line with the company's long-term strategic objectives
