Zhongtai Securities Co.Ltd(600918)
About Shandong Fengyuan Chemical Co.Ltd(002805)
Non public offering of A-Shares in 2022
Verification opinions on related party transactions
Zhongtai Securities Co.Ltd(600918) (hereinafter referred to as ” Zhongtai Securities Co.Ltd(600918) ” or “sponsor”) as the sponsor of Shandong Fengyuan Chemical Co.Ltd(002805) (hereinafter referred to as ” Shandong Fengyuan Chemical Co.Ltd(002805) ” or “company”) non-public offering of A-Shares in 2020, in accordance with the measures for the administration of securities issuance and listing sponsorship business and the stock listing rules of Shenzhen Stock Exchange The guidelines for information disclosure of listed companies of Shenzhen Stock Exchange No. 6 – recommendation business and other relevant provisions have verified the matters involving related party transactions in the process of the company’s non-public offering of A-Shares in 2022 (hereinafter referred to as “this non-public offering”). The specific circumstances are as follows:
1、 Overview of related party transactions
(I) transaction content
The company plans to issue non-public shares, and the total amount of funds raised shall not exceed 940 million yuan. After deducting the issuance expenses, it will be used for “production base project of lithium iron phosphate cathode material for lithium battery with an annual output of 50000 tons” and “supplementary working capital project”. The objects of this non-public offering are no more than 35 issuing objects, including Mr. Zhao Guanghui, the controlling shareholder and actual controller of the company. Among them, Mr. Zhao Guanghui, the controlling shareholder and actual controller of the company, promised that the subscription amount would not be less than 30 million yuan and not more than 90 million yuan (including this amount), and the number of shares subscribed would not exceed 2% of the issued shares of the company. That is, if Mr. Zhao Guanghui’s full subscription for the shares issued by the company according to the above agreement will cause the number of additional shares to exceed 2% of the issued shares of the company in the last 12 months, Mr. Zhao Guanghui’s subscription for the shares issued this time is limited to 2% of the issued shares of the company.
On January 12, 2022, the company signed the Shandong Fengyuan Chemical Co.Ltd(002805) non-public Development Bank A-share conditional share subscription agreement with Zhao Guanghui, the issuance object.
(II) relationship
Mr. Zhao Guanghui is the controlling shareholder and actual controller of the company, holding 59617113 shares of the company, accounting for 33.51% of the total share capital of the company. At the same time, he is also the chairman of the company. His participation in subscribing for the shares of this non-public offering constitutes a connected transaction.
This connected transaction does not constitute a major asset restructuring as stipulated in the administrative measures for major asset restructuring of listed companies.
(III) implementation of approval procedures
The non-public offering plan has been deliberated and adopted at the 12th meeting of the 5th board of directors and the 9th meeting of the 5th board of supervisors respectively. As the non-public offering constitutes a connected transaction, the independent directors have issued their prior approval opinions and independent opinions. When the 12th meeting of the Fifth Board of directors held on January 12, 2022 voted on the relevant proposals involving connected transactions in the non-public offering, the connected directors have avoided voting. The non-public offering plan needs to be submitted to the general meeting of shareholders of the company for deliberation, and the related shareholders interested in the related party transaction and their persons acting in concert (if any) avoid voting at the general meeting of shareholders.
After being deliberated and adopted by the general meeting of shareholders of the company, in accordance with the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the measures for the administration of securities issuance of listed companies and other relevant laws, regulations and normative documents, It is required to report to China Securities Regulatory Commission (hereinafter referred to as “CSRC”). After obtaining the approval of CSRC, the company will apply to Shenzhen Stock Exchange and Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. for stock issuance and listing, and complete the submission and approval procedures for all non-public offering shares.
2、 Basic information of related parties
Mr. Zhao Guanghui, born in February 1964, is a national of the people’s Republic of China and has no permanent right of residence abroad. He has a master of business administration from Nankai University. He used to be the director of organic chemical plant in Taierzhuang District, the director of general chemical plant in Taierzhuang District, the director of Tianyuan Chemical Plant in Taierzhuang District, Zaozhuang City, the executive director, manager, general manager and Shandong Fengyuan Chemical Co.Ltd(002805) general manager of Fengyuan chemical. He is now the chairman of the company Acting Secretary of the board of directors, concurrently serving as executive director and manager of Shandong Fengyuan fine materials Co., Ltd., executive director and general manager of Fengyuan lithium energy.
As of the date of issuance of this verification opinion, Mr. Zhao Guanghui holds 59617113 shares of the company, accounting for 33.51% of the total share capital of the company. He is the controlling shareholder and actual controller of the company.
3、 Basic information of related party transactions
The transaction object of this connected transaction is the non-public offering shares of the company to be subscribed by Mr. Zhao Guanghui, with a par value of RMB 1.00 per share.
4、 Pricing policy and basis of related party transactions
(I) pricing base date
The pricing benchmark date of this non-public offering is the first day of the issuance period.
(II) issue price
The issuing price of this non-public offering shall not be lower than 80% of the average price of the company’s shares 20 trading days before the first day of the issuance period. The final offering price shall be determined by the board of directors through negotiation with the sponsor (lead underwriter) of the offering according to the bidding results in accordance with the relevant rules of the CSRC after the application for the non-public offering of shares is approved by the CSRC in accordance with the authorization of the general meeting of shareholders. If the company’s shares have ex right and ex dividend behavior from the pricing benchmark date to the issuance date, the price of this non-public offering will be adjusted accordingly. Mr. Zhao Guanghui accepts the final issue price determined according to the bidding results and does not participate in the bidding.
5、 Impact of this connected transaction on the company
(I) transaction purpose
Mr. Zhao Guanghui, the controlling shareholder and actual controller of the company, participated in the subscription of the shares of this non-public offering, and demonstrated his confidence in the future prospects of the company, his support for the company’s development strategy and his full recognition of the company’s value, which is conducive to the implementation of the company’s long-term strategic decision and ensure the sustainable, stable and healthy development of the company, At the same time, it is also conducive to safeguarding the interests of minority shareholders.
(II) impact on the company
The projects invested by the funds raised from this non-public offering comply with the relevant national industrial policies and the company’s future development plan, which is conducive to further strengthening the company’s core competitiveness, improving the company’s capital structure, enhancing the company’s ability of sustainable development, and creating more value for all shareholders of the company.
This non issuance will not lead to changes in the company’s actual control, nor will it lead to the company’s equity distribution not meeting the conditions for listing on Shenzhen Stock Exchange. The business relationship and management relationship between the company and the actual controller and its related parties will not change due to this issuance, and there will be no new related party transactions and horizontal competition between the company and the actual controller and its related parties due to this issuance. After the completion of this offering, the company does not have the situation that the funds and assets are occupied by the controlling shareholders, actual controllers and their affiliates for non-profit purposes, nor does it provide guarantees for the controlling shareholders, actual controllers and their affiliates.
6、 Accumulated related party transactions with the related party from the beginning of the year to the disclosure date
The sixth meeting of the 5th board of directors and the 2020 annual general meeting of the company considered and approved the proposal on loans and related party transactions provided by controlling shareholders to the company respectively. Mr. Zhao Guanghui plans to provide the company with a total loan limit of no more than RMB 100 million. The loan limit is valid for 12 months, and the interest is calculated according to the bank loan interest in the same period. The company can use it continuously and circularly within the validity period and the loan limit according to the actual operation.
Except for the matters related to the non-public offering of shares and the related party transactions disclosed above, there are no other related party transactions between Mr. Zhao Guanghui and the company.
7、 Prior approval and independent opinions of independent directors
(I) prior approval opinions of independent directors
After carefully reviewing the materials submitted by the company on this related party transaction, we believe that Mr. Zhao Guanghui, the controlling shareholder and actual controller of the company, participated in the subscription of the company’s non-public offering of shares, which constitutes a related party transaction. The prices of the above-mentioned connected transactions comply with the provisions of relevant national laws, regulations and policies, the transaction pricing policy is fair and reasonable, and there is no transfer of interests or damage to the interests of other investors. When the board of directors votes on relevant matters, related directors shall withdraw from voting. We agree to submit the proposal on non-public development of shares of the company involving related party transactions to the 12th meeting of the Fifth Board of directors for deliberation.
(II) independent opinions
Mr. Zhao Guanghui’s subscription for the company’s non-public offering complies with the provisions of the company law, the securities law, other laws, regulations, normative documents and the articles of association. The above related party transactions are fair, fair and open, and the transaction pricing is reasonable and fair, which is in line with the interests of the company and all shareholders, There is no situation that damages the interests of the company and other shareholders, especially minority shareholders. When the board of directors of the company considered this connected transaction, the connected director Mr. Zhao Guanghui avoided voting, and the decision-making procedure was legal and effective, and in line with relevant laws, regulations and the articles of association. Therefore, we agree to the above related party transactions and submit them to the general meeting of shareholders of the company for deliberation. 8、 Verification opinions of the recommendation institution
After verification, the sponsor believes that the related party transaction has been deliberated and approved at the 12th meeting of the 5th board of directors and the 9th meeting of the 5th board of supervisors, the related directors avoid voting, and the independent directors approve the related party transaction in advance and issue their agreed independent opinions, which will be submitted to the general meeting of shareholders for deliberation, The decision-making procedures shall comply with the stock listing rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange, the articles of association and the management system of related party transactions of the company; The pricing principle of this related party transaction complies with the provisions of relevant laws and regulations, and there is no situation that damages the interests of the company and non related shareholders. The sponsor has no objection to the related party transactions involved in the company’s non-public offering of shares.
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(there is no text on this page, which is the signature and seal page of Zhongtai Securities Co.Ltd(600918) verification opinions on Shandong Fengyuan Chemical Co.Ltd(002805) 2022 non-public Development Bank A shares involving related party transactions) sponsor representative:
Chen Chunfang cangyong
Zhongtai Securities Co.Ltd(600918) mm / DD / yy
