Guosen Securities Co.Ltd(002736)
Verification opinions on Lens Technology Co.Ltd(300433) related party transactions
As a sponsor of Lens Technology Co.Ltd(300433) (hereinafter referred to as ” Lens Technology Co.Ltd(300433) ” or “the company”) issuing shares to specific objects and listing on the gem in 2020, In accordance with the requirements of relevant laws, regulations and normative documents such as the measures for the administration of securities issuance and listing recommendation business, the guidelines for self regulatory supervision of listed companies of Shenzhen Stock Exchange No. 13 – recommendation business, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for self regulatory supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies, etc, Guosen Securities Co.Ltd(002736) (hereinafter referred to as ” Guosen Securities Co.Ltd(002736) ” or “sponsor”) expressed the following verification opinions on the related party transactions of Lens Technology Co.Ltd(300433) borrowing from the controlling shareholder Lens Technology Co.Ltd(300433) (Hong Kong) Co., Ltd. (hereinafter referred to as “Hong Kong Lansi”):
1、 Verification by the sponsor
Through talking with Lens Technology Co.Ltd(300433) directors, supervisors, senior managers, internal auditors and other personnel, the sponsor representative of Guosen Securities Co.Ltd(002736) consulted the information disclosure documents of related party transactions, relevant resolutions of the board of directors, opinions of independent directors, as well as various business and management rules and regulations, and verified the rationality, necessity and effectiveness of its related party transactions.
2、 Related party transactions
1. Basic information of related party transactions
In order to meet the needs of business scale expansion and development, the company plans to borrow from Hong Kong Lansi, the controlling shareholder of the company, to supplement working capital and repay some loans from financial institutions, further optimize the medium and long-term debt structure of the company and continue to maintain the financial health of the company. The loan amount shall not exceed 5 billion yuan (which can be recycled within the limit); The loan interest rate is not higher than the loan market quotation interest rate (LPR) published by the people’s Bank of China when both parties sign the loan contract; The term of validity is within 3 years after the matter is considered and approved by the general meeting of shareholders. As the counterparty of this transaction is the controlling shareholder of the company, this matter constitutes a related party transaction. The details are as follows:
1) Loan amount: no more than 5 billion yuan
2) Loan term: within 3 years after being deliberated and approved by the general meeting of shareholders
3) Purpose of loan: to supplement working capital and repay loans of some financial institutions
4) Loan interest rate: no higher than the loan market quotation interest rate (LPR) published by the people’s Bank of China when both parties sign the loan contract
2. Basic information of related parties
1) Name of related party: Lens Technology Co.Ltd(300433) (Hong Kong) Co., Ltd
2) Business Registration Certificate No.: 930542
3) Date of establishment: October 29, 2004
4) Registered capital: HK $10000
5) Registered address: 25 / F, overseas trust bank building, 160 Gloucester Road, Wanchai, Hong Kong
6) Main business: Lens Technology Co.Ltd(300433) (Hong Kong) Co., Ltd. currently does not engage in other production and operation activities except holding the equity of the company
7) Equity structure: Ms. Zhou Qunfei holds 100% of its equity
8) Main financial data of the latest period:
Unit: HKD
Total assets owner’s equity operating income net profit
2,382,802,400 2,181,387,142 0 1,185,457,435
3. Pricing basis and transaction price
This transaction is the company’s loan from related parties. The loan interest rate involved in the transaction is no higher than the loan market quotation interest rate (LPR) published by the people’s Bank of China when the two parties signed the loan contract. There is no damage to the interests of the company and all shareholders.
3、 Procedures for performance of related party transactions
This transaction has been deliberated and approved by the fourth meeting of the Fourth Board of directors of the company. As the related parties of this transaction, Ms. Zhou Qunfei, chairman of the company, and Mr. Zheng Junlong, vice chairman of the company, avoided voting on this matter. This transaction has been approved in advance by the independent directors of the company and has expressed independent opinions on agreeing to the transaction.
According to the relevant provisions of the articles of association, the management system of connected transactions and the Listing Rules of Shenzhen Stock Exchange gem, this proposal must also be submitted to the general meeting of shareholders of the company for deliberation. The related person who has an interest in the related party transaction will give up the right to vote on the proposal at the general meeting of shareholders.
This transaction does not constitute a major asset reorganization specified in the administrative measures for major asset reorganization of listed companies, and does not need to be approved by relevant departments.
4、 Purpose of related party transactions and its impact on the company
The purpose of the company’s borrowing from the controlling shareholder Hong Kong Lansi is to meet the needs of the expansion and development of the company’s business scale. The purpose of the funds is to supplement working capital and repay the loans of some financial institutions. The transaction follows the principles of openness, fairness, impartiality and marketization. There is no case of using related relationships to transfer benefits to related parties or encroach on the interests of the company and its shareholders, It will not affect the independence of the company’s operation.
5、 The total amount of various related party transactions accumulated with the related party from the beginning of the year to the disclosure date
Hong Kong Lansi, the controlling shareholder of the company, has no connected transactions with the company from the beginning of this year to the disclosure date of this announcement.
6、 Prior approval and independent opinions of independent directors
We have reviewed the proposal in advance and recognized its feasibility. The decision-making procedures of this connected transaction comply with relevant laws and regulations such as Shenzhen Stock Exchange gem stock listing rules, Shenzhen Stock Exchange listed companies self regulatory guidance No. 2 – standardized operation of GEM listed companies, and the articles of association The requirements and provisions of normative documents will not affect the independence of the company’s operation. The loan demand meets the needs of the expansion and development of the company’s business scale. The loan interest rate is fairly priced, and there is no infringement on the interests of the company and all shareholders, especially minority shareholders.
In conclusion, we unanimously agree to pass the proposal and submit it to the general meeting of shareholders of the company for deliberation.
7、 Opinions of the sponsor
After verification, the sponsor believes that this connected transaction has been reviewed and approved by the board of directors of the company, and the independent directors have expressed their consent, which needs to be submitted to the general meeting of shareholders of the listed company for deliberation. This connected transaction has fulfilled the necessary approval procedures at the current stage and met the requirements of relevant provisions such as the Listing Rules of gem shares of Shenzhen Stock Exchange. This related party transaction is conducted on the basis of fairness and reasonableness and consensus reached by both parties. The determination of transaction price complies with the principles of openness, fairness and impartiality, the transaction method complies with market rules, the transaction price is fair, and does not harm the interests of the company and its non related shareholders, especially small and medium-sized shareholders. The recommendation institution has no objection to the company’s related party transaction.
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Sponsor representative:
Li qinjun, Cui Wei
Guosen Securities Co.Ltd(002736) mm / DD / yy
