Citic Securities Company Limited(600030)
About Eve Energy Co.Ltd(300014)
Verification opinions on the proposed external financial assistance of the subsidiary
Citic Securities Company Limited(600030) (hereinafter referred to as ” Citic Securities Company Limited(600030) “) is the sponsor of Eve Energy Co.Ltd(300014) (hereinafter referred to as ” Eve Energy Co.Ltd(300014) ” and “the company”) to issue A-Shares to specific objects, In accordance with the provisions of relevant laws, regulations and normative documents such as the measures for the administration of securities issuance and listing recommendation business, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, We have carefully verified that Yiwei Asia Co., Ltd. (hereinafter referred to as “Yiwei Asia”), a wholly-owned subsidiary of Eve Energy Co.Ltd(300014) , intends to provide financial assistance of no more than US $110 million to its joint venture Huafei nickel cobalt (Indonesia) Co., Ltd. (hereinafter referred to as “Huafei nickel cobalt”), and issued the following verification opinions:
1、 Overview of foreign investment and financial assistance
Eve Energy Co.Ltd(300014) at the 44th meeting of the Fifth Board of directors held on January 12, 2022, the proposal on the proposed external financial assistance of subsidiaries was considered and approved, and Yiwei Asia, a wholly-owned subsidiary of the company, was agreed to provide financial assistance of no more than US $110 million to its joint venture Huafei nickel cobalt, It is mainly used for the construction of laterite nickel ore hydrometallurgy project of Huafei nickel cobalt (hereinafter referred to as “joint venture project”, with a total investment of about USD 2.080 billion); In addition to Yiwei Asia, other shareholders of Huafei nickel cobalt shall pledge their equity of Huafei nickel cobalt to Yiwei Asia. The specific shareholder loan content shall be subject to the loan agreement signed by Yiwei Asia and Huafei nickel cobalt.
The financial support of Yiwei Asia is a prudent decision based on the needs of the construction and operation development of the joint venture laterite nickel ore hydrometallurgy project, which will not affect the normal business development and fund use of the company, It does not belong to the situation that financial assistance shall not be provided as stipulated in the Listing Rules of GEM stocks of Shenzhen Stock Exchange and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies. According to relevant regulations such as Shenzhen Stock Exchange GEM Listing Rules and management system for external financial assistance, this financial assistance still needs to be submitted to the general meeting of shareholders of the company for deliberation.
The above matters do not constitute related party transactions, nor do they constitute major asset restructuring as stipulated in the measures for the administration of major asset restructuring of listed companies.
2、 Basic information of recipients of financial assistance
1. Company name: Huafei nickel cobalt (Indonesia) Co., Ltd
2. Business organization code: 1221000612458
3. Company type: foreign funded company
4. Chairman: Li Weiping
5. Registered capital: USD 10 million
6. Business term: 50 years
7. Domicile: 16 / F, block a, Sopo del building, Lot 10 1-6, mega kuningan Barat III, sidiabuti East gunin, South Jakarta administrative city, Jakarta capital special zone
8. Business scope: purification, smelting, mixing and pouring of basic forms of non-ferrous metals (metal ingots, metal billets, metal plates, metal rods (bars), metal pellets, metal blocks, metal sheets, metal pins, alloys and metal powders), such as brass ingots, aluminum ingots, zinc ingots, copper ingots, tin ingots, brass billets, aluminum billets, brass plates, brass rods, aluminum rods, brass pills, aluminum pills Bronze alloy, nickel alloy and anti friction metal (bearing alloy).
9. Ownership structure
Shareholder name shareholding ratio subscribed capital contribution (USD)
Yongrui Holding Co., Ltd. (31% of Yongqing Technology Co., Ltd. and 3100000 company indirectly hold 100% of its equity)
Glaucous international PTE. Ltd (every rising 30% 3000000 limited holds 100% of its equity) Huayou international cobalt industry (Hong Kong) Co., Ltd. (zhejianghua)
You cobalt Co., Ltd. indirectly holds 100% of its 20% equity (2000000 shares)
Yiwei Asia Co., Ltd. (17% of Huizhou Eve Energy Co.Ltd(300014) shares are held by 1700000 companies with 100% equity)
Lindo investment PTE. Ltd. (perlux 2% 200000 limited holds 100% of its equity)
Total 100% 10000000
10. Main financial indicators
Huafei nickel cobalt was established in July 2021. As of September 30, 2021, Huafei nickel cobalt had not been audited
The total assets of the company are USD 115.1314 million, the net assets are USD 2.0759 million, and the net profit from January to September 2021 is USD -424100 (no operating revenue).
11. Relationship description: the company has no relationship with Huafei nickel cobalt.
12. In 2021, Yiwei Asia provided a total of US $214.2 million in financial support to Huafei nickel cobalt for the construction of laterite nickel ore hydrometallurgy project, and there was no failure to pay off in time after the expiration of the financial support.
13. Huafei nickel cobalt does not belong to the dishonest executee.
3、 Main contents of the financial assistance and main terms of the agreement
1. Financial support object: Huafei nickel cobalt (Indonesia) Co., Ltd
2. Financial support amount: no more than US $110 million, and the loan shall be provided by stages according to the project capital demand. 3. Purpose of fund: it is mainly used for Huafei nickel cobalt construction laterite nickel ore hydrometallurgy project
4. Term of financial assistance: no more than one year, calculated from the date of actual payment of the first loan
5. Source of funds: self owned or self raised funds of Yiwei Asia
6. Loan interest rate: 5% per annum
7. Repayment method: within one year from the date of actual payment of the first loan, Huafei nickel cobalt will repay the loan principal and relevant interest in full and on time.
8. Other safeguard measures: other shareholders of Huafei nickel cobalt shall pledge their equity of Huafei nickel cobalt to Yiwei Asia, and the shareholder loan provided by Yiwei Asia shall be remitted to the bank account opened by Huafei nickel cobalt. The use of the loan provided by Yiwei Asia in the account shall be signed and approved by Yiwei Asia’s designated financial manager as one of the authorized signatories.
The loan agreement will be signed after being approved by the general meeting of shareholders of the company, and the specific terms shall be subject to the actually signed loan agreement.
4、 Financial support risk analysis and risk control measures
Huafei nickel cobalt has a high asset liability ratio. There may be a risk that Huafei nickel cobalt will not pay the loan principal and interest in full on schedule. In addition to Yiwei Asia, other shareholders of Huafei nickel cobalt shall pledge their equity of Huafei nickel cobalt to Yiwei Asia, and the shareholder loan provided by Yiwei Asia shall be remitted to the bank account opened by Huafei nickel cobalt. The use of the loan provided by Yiwei Asia in the account shall be signed and approved by Yiwei Asia’s designated financial manager as one of the authorized signatories, It will effectively reduce the risks that Yiwei Asia may face. The board of directors of the company will also actively pay attention to the future operation and capital dynamics of Huafei nickel cobalt, strengthen the evaluation of the construction of laterite nickel ore hydrometallurgy project, and continue to do a good job in risk control to ensure the safety of the company’s funds.
5、 Accumulated amount of financial assistance provided to foreign parties and overdue amount
As of the date of issuance of this verification opinion, the company and its subsidiaries have provided financial assistance of USD 214.2 million (excluding this financial assistance), accounting for 9.60% of the company’s audited net assets as of December 31, 2020. There is no overdue external financial assistance.
6、 Review procedure
The financial assistance has been deliberated and approved at the 44th meeting of the Fifth Board of directors and the 37th meeting of the Fifth Board of supervisors of the company, and needs to be submitted to the general meeting of shareholders of the company for deliberation. The independent directors of the company have expressed their independent opinions on the financial assistance.
7、 Opinions of the board of directors, the board of supervisors and independent directors
1. Opinions of the board of directors
Yiwei Asia’s financial support to Huafei nickel cobalt this time is a prudent decision based on the needs of the construction, operation and development of the joint venture laterite nickel ore hydrometallurgy project. Meanwhile, other shareholders of Huafei nickel cobalt except Yiwei Asia shall pledge their equity of Huafei nickel cobalt to Yiwei Asia, and the shareholder loan provided by Yiwei Asia shall be remitted to the bank account opened by Huafei nickel cobalt. The use of the loan provided by Yiwei Asia in the account shall be signed and approved by Yiwei Asia’s designated financial manager as one of the authorized signatories, Effectively reduced the possible risks faced by Yiwei Asia. The board of directors of the company will also actively pay attention to the future operation and capital dynamics of Huafei nickel cobalt, strengthen the evaluation of the construction of laterite nickel ore hydrometallurgy project, and ensure the safety of the company’s funds. The financial assistance will not have a significant adverse impact on the normal operation of the company and will not damage the interests of the company and all shareholders.
2. Opinions of the board of supervisors
Yiwei Asia provides financial support to Huafei nickel cobalt this time to support the smooth development of the joint venture project and meet the capital needs of its construction and operation; Other shareholders of Huafei nickel cobalt shall pledge their equity of Huafei nickel cobalt to Yiwei Asia, and the shareholder loan provided by Yiwei Asia shall be remitted to the bank account opened by Huafei nickel cobalt. The use of the loan provided by Yiwei Asia in the account shall be signed and approved by Yiwei Asia’s designated financial manager as one of the authorized signatories, The risk of providing financial assistance this time is within the controllable range, in line with the provisions of relevant laws and regulations and the articles of association, and there is no damage to the interests of shareholders.
3. Opinions of independent directors
Yiwei Asia provides paid financial support to Huafei nickel cobalt to meet the actual needs of the construction and operation of the joint venture project. Although other shareholders of Huafei nickel cobalt did not provide financial assistance to it according to the proportion of capital contribution, they should pledge their equity of Huafei nickel cobalt to Yiwei Asia, which complies with relevant provisions such as self regulatory guidelines for listed companies on Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, and the shareholder loans provided by Yiwei Asia were remitted to the bank account opened by Huafei nickel cobalt, The use of the loan provided by Yiwei Asia in the account shall be signed and approved by the financial manager appointed by Yiwei Asia as one of the authorized signatories. The risk of this financial assistance is controllable. The deliberation procedures and decision-making procedures of the board of directors on the financial assistance matters are legal and comply with the Shenzhen Stock Exchange GEM Listing Rules and other relevant provisions. The independent directors unanimously agreed on the financial support provided by Yiwei Asia to Huafei nickel cobalt this time.
8、 Opinions of the sponsor
As the sponsor of Eve Energy Co.Ltd(300014) , Citic Securities Company Limited(600030) after verification, it is considered that:
The company’s subsidiary Yiwei Asia provides financial support to Huafei nickel cobalt in order to support the smooth development of the joint venture project and meet the capital needs of its construction and operation. Other shareholders of Huafei nickel cobalt shall pledge their equity in Huafei nickel cobalt to Yiwei Asia, and the shareholder loan provided by Yiwei Asia shall be remitted to the bank account opened by Huafei nickel cobalt. The use of the loan provided by Yiwei Asia in the account shall be signed and approved by Yiwei Asia’s designated financial manager as one of the authorized signatories, The risk of providing financial assistance this time is within the controllable range, in line with the provisions of relevant laws and regulations and the articles of association, and there is no damage to the interests of shareholders.
The above matters have been deliberated and approved at the 44th meeting of the 5th board of directors and the 37th meeting of the 5th board of supervisors, and need to be submitted to the general meeting of shareholders for deliberation; The independent directors of the company have expressed their independent opinions on the matter, fulfilled the necessary approval procedures, and complied with the provisions of relevant laws, regulations, normative documents and the articles of association, such as the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies. The recommendation institution has no objection to the above matters.
(no text below)
(there is no text on this page, which is the signature and seal page of Citic Securities Company Limited(600030) verification opinions on Eve Energy Co.Ltd(300014) subsidiary’s proposed external financial assistance) sponsor representative:
Hu Zhengyuan MM DD YY Shi Songxiang MM DD YY Citic Securities Company Limited(600030) MM DD YY
