Guoyuan Securities Company Limited(000728)
About Ningbo Fangzheng Automobile Mould Co.Ltd(300998)
Verification opinions on equity transfer of holding subsidiaries and related party transactions
Guoyuan Securities Company Limited(000728) (hereinafter referred to as ” Guoyuan Securities Company Limited(000728) ” or “recommendation institution”) as a recommendation institution for the initial public offering and listing of Ningbo Fangzheng Automobile Mould Co.Ltd(300998) (hereinafter referred to as ” Ningbo Fangzheng Automobile Mould Co.Ltd(300998) ” or “company”), in accordance with the measures for the administration of securities issuance and listing recommendation business and the rules for the listing of stocks on the gem of Shenzhen Stock Exchange In accordance with the provisions of relevant laws, regulations and normative documents such as the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, after careful verification, the following opinions are issued on matters related to Ningbo Fangzheng Automobile Mould Co.Ltd(300998) transfer of equity of holding subsidiaries and related party transactions:
1、 Overview of equity transfer of holding subsidiaries and related party transactions
1. Ningbo Fangzheng Automobile Mould Co.Ltd(300998) (hereinafter referred to as “the company” or ” Ningbo Fangzheng Automobile Mould Co.Ltd(300998) “) intends to transfer Shenzhen Qianhai glory Capital Management Co., Ltd. (hereinafter referred to as “glory capital”) Anqing Jintong Yian investment management partnership (limited partnership) (hereinafter referred to as “Jintong Yian”) and Guangzhou Fenghua Industrial investment partnership (limited partnership) (hereinafter referred to as “Fenghua industry”) respectively hold 6.66% equity of Anhui founder New Energy Technology Co., Ltd. (hereinafter referred to as “Anhui founder”). Among them, glory capital is an affiliated legal person of Ningbo Fangzheng Automobile Mould Co.Ltd(300998) . The transfer of 19.98% equity of Anhui founder involves a registered capital of 53.3334 million yuan. Since it has not been paid in, the total amount of this transaction is 0 million yuan, including related party transactions involving 0 million yuan. After the completion of this transfer, Ningbo Fangzheng Automobile Mould Co.Ltd(300998) will hold 70.03% equity of Anhui founder.
2. Yuan Yonggang, the actual controller of glory capital, is the actual controller of Anhui Hi Tech Jin tong’anyi phase II venture capital fund (limited partnership), the shareholder of Ningbo Fangzheng Automobile Mould Co.Ltd(300998) . According to the stock listing rules of Shenzhen Stock Exchange and other relevant provisions, this matter constitutes a connected transaction, but it has not yet constituted a major asset restructuring as stipulated in the administrative measures for major asset restructuring of listed companies.
3. At the 12th meeting of the second board of directors held on January 12, 2022, the company deliberated and adopted the proposal on the transfer of part of the equity of subsidiaries and related party transactions. The independent directors approved the related party transaction in advance and expressed their independent opinions. If the amount of the connected transaction reaches the deliberation standard of the general meeting of shareholders, it shall be submitted to the general meeting of shareholders for deliberation and voting.
(I) basic information of related parties and description of related relationships
Company name: Shenzhen Qianhai glory Capital Management Co., Ltd
Unified social credit Code: 91440300305851084n
Address: Room 201, building a, No. 1, Qianwan 1st Road, Qianhai Shenzhen Hong Kong cooperation zone, Shenzhen
Enterprise type: limited liability company
Legal representative: Li guobing
Date of establishment: April 14, 2014
Registered capital: 10 million yuan
Business scope: entrusted asset management and investment management (the above shall not be engaged in trust, financial asset management, securities asset management and other restricted projects); Equity investment.
Description of related relationship: Yuan Yonggang, the actual controller of glory capital, is the actual controller of Anhui high tech Jin tong’anyi phase II venture capital fund (limited partnership), the shareholder of the company. Anhui high tech Jin tong’anyi phase II venture capital fund (limited partnership) currently holds Ningbo Fangzheng Automobile Mould Co.Ltd(300998) 3.16% of the shares, Although the shareholding ratio of Anhui Hi Tech Jintong Anyi phase II venture capital fund (limited partnership) does not exceed 5%, the above transactions constitute related party transactions according to item (V) 7.2.3 of the GEM Listing Rules of Shenzhen Stock Exchange. (II) basic information of the subject matter of this connected transaction
1. Company name: Anhui founder New Energy Technology Co., Ltd
2. Unified social credit Code: 91340100ma8nf5yp91
3. Address: No. 01, intersection of Jinchao Avenue and Tanhua Road, Chaohu Economic Development Zone (Hechao industrial new town), Anhui Province
4. Legal representative: Fang Yongjie
5. Date of establishment: November 26, 2021
6. Registered capital: 266933900 yuan
7. Business scope: research and development of metal products; Battery manufacturing; Hardware product manufacturing; Battery sales; Mold manufacturing (unless otherwise permitted, it can independently operate projects not prohibited or restricted by laws and regulations)
8. The property right of the subject matter of this transaction is clear, there is no mortgage, pledge or any other restriction on the transfer, there is no litigation, arbitration, seizure, freezing, etc., and there is no other situation that hinders the transfer of ownership.
9. Changes in equity structure before and after transfer
Before transfer:
Sequence name of shareholders subscribed capital contribution subscribed capital contribution ratio paid capital contribution ratio No. (10000 yuan) case (10000 yuan) case
1 Ningbo Fangzheng Automobile Mould Co.Ltd(300998) automobile mould 13360.05 50.05% 2000.00 7.49% Co., Ltd
Anhui Hi tech investment new materials
2 industrial fund partnership 8000.00 29.97% 0 – (limited partnership)
3 Shenzhen Qianhai glory capital 1777.78 6.66% 0 – the Management Co., Ltd
Anqing Jintong Yian Investment Co., Ltd
4 management of partnership (limited 1777.78 6.66% 0 – partnership)
Guangzhou Fenghua Industrial Investment Co., Ltd
5. Partnership (limited partnership 1777.78 6.66% 0 – partnership)
Total 26693.39 100.00% 2000.00 7.49%
After transfer:
Sequence name of shareholders subscribed capital contribution subscribed capital contribution ratio paid capital contribution ratio No. (10000 yuan) case (10000 yuan) case
1 Ningbo Fangzheng Automobile Mould Co.Ltd(300998) automobile mould 18693.39 70.03% 2000.00 7.49% Co., Ltd
Anhui Hi tech investment new materials
2 industrial fund partnership 8000.00 29.97% 0 – (limited partnership)
Total 26693.39 100.00% 2000.00 7.49%
3、 Pricing basis of transaction
According to the agreement, Jintong Yian, Fenghua industry and glory capital transferred the total unpaid subscribed capital contribution of the target company of 53.3334 million yuan (accounting for 19.98% of the total registered capital of the target company) to Ningbo Fangzheng Automobile Mould Co.Ltd(300998) at the price of 0 yuan, and Anhui Hi tech investment agreed to waive the preemptive right.
4、 Main contents of transaction agreement
1. Amount and proportion of equity transfer
Glory capital, jintongyi\’an and Fenghua industry transferred their 6.66% equity of Anhui founder to Ningbo Fangzheng Automobile Mould Co.Ltd(300998) respectively. Anhui founder’s registered capital has not been fully paid in, and the transferor intends to transfer the unpaid equity and corresponding capital contribution obligations to the transferee. The equity transfer agreement of Anhui Fangzheng New Energy Technology Co., Ltd. (hereinafter referred to as the “transfer agreement”) stipulates that Jin Tong Yi\’an, Fenghua industry and glory capital will transfer the total unpaid subscribed capital of the target company of 53.3334 million yuan (accounting for 19.98% of the total registered capital of the target company) to Ningbo Fangzheng Automobile Mould Co.Ltd(300998) at the price of 0 yuan, Anhui Hi tech investment agreed to waive the preemptive right. After the transfer, Ningbo Fangzheng Automobile Mould Co.Ltd(300998) holds the equity of the target company of RMB 186933900, accounting for 70.03% of the total registered capital of the target company, and Anhui Hi tech investment holds the equity of the target company of RMB 80 million, accounting for 29.97% of the total registered capital.
As Jintong Yian, Fenghua industry and glory capital no longer hold the equity of the target company, all rights and obligations of Jintong Yian, Fenghua industry and glory capital in the investment agreement of Anhui founder New Energy Technology Co., Ltd. (hereinafter referred to as the “investment agreement”) are exempted.
At the same time, article 3.2 of “Article 3 corporate functions and powers and discussion planning” of the investment agreement “shareholders shall exercise their voting rights at the shareholders\’ meeting according to the proportion of their subscribed capital contribution.” It is revised as “the shareholders shall exercise their voting rights at the shareholders\’ meeting in accordance with the proportion of their paid in capital contribution.
2. Transfer price and payment
The transfer agreement stipulates that Jin Tong Yi’an, Fenghua industry and glory capital will transfer their total unpaid subscribed capital contribution of 53.3334 million yuan (19.98% of the total registered capital of the subject company) to Ningbo Fangzheng Automobile Mould Co.Ltd(300998) at the price of 0 yuan.
3. Taxes
Both parties shall bear and pay the expenses involved in this equity transfer in accordance with the provisions of laws and regulations or the relevant charging provisions of regulatory authorities on equity transfer.
The unpaid subscribed capital involved in this equity transfer shall be paid in full on schedule by Ningbo Fangzheng Automobile Mould Co.Ltd(300998) according to the investment agreement.
5、 Other arrangements involving transactions
1. This transaction does not involve personnel resettlement, land leasing, etc.
2. Horizontal competition: Anhui founder is a holding subsidiary of Ningbo Fangzheng Automobile Mould Co.Ltd(300998) and does not involve horizontal competition.
3. In this transaction, the capital contribution of Ningbo Fangzheng Automobile Mould Co.Ltd(300998) is its own funds and does not involve raised funds.
4. This transaction does not involve the change of Ningbo Fangzheng Automobile Mould Co.Ltd(300998) consolidation scope.
6、 The purpose of this transfer of equity of subsidiaries and its impact on the company
1. Transaction purpose
The transfer of 19.98% equity of Anhui founder is based on the overall strategic layout of the company and the decision made according to the actual operation of the company, which aims to optimize the overall resource allocation of the company and comply with the overall development strategy of the company.
2. Possible risks
This transaction still needs to be submitted to the company’s first extraordinary general meeting in 2022 for deliberation. The specific situation is uncertain, and the final deliberation result shall prevail.
3. Impact on the company
This transaction will not change the scope of the company’s consolidated statements; The capital of this transaction is the company’s own or self raised capital, which will not have a significant adverse impact on the company’s financial status and operating results. The transfer of the equity of the holding subsidiary is of positive significance to the industrial layout and future development of the company.
7、 Accumulated various related party transactions with the related party
From the beginning of 2021 to the disclosure date of this verification opinion, there are no other related party transactions except the above related party transactions and the subsidiary Anhui founder jointly invested and established with glory capital (glory capital has not yet contributed) disclosed by the company on November 26, 2021
8、 Opinions of independent directors
1. Prior approval
The convening procedure of the board meeting was standardized and legal. Through the review of the proposals and other materials provided by the company, we believe that the company’s transfer of Anhui founder’s equity is a decision made according to the actual business situation and belongs to normal business behavior. As an independent director of the company, based on the principle of being responsible to the company and investors, he believes that the related party transaction does not harm the interests of the company and shareholders, especially small and medium-sized shareholders, and complies with the relevant provisions of the CSRC and Shenzhen Stock Exchange. We agree to submit this proposal to the board of directors for deliberation.
2. Opinions of independent directors
We believe that this transaction helps to improve the company’s management of subsidiaries and is in line with the company’s long-term development objectives. When the board of directors of the company deliberated on the related party transactions, the related directors avoided and did not participate in the proposal voting. The decision-making and voting procedures of the related party transactions comply with the relevant provisions of the Shenzhen Stock Exchange gem stock listing rules and the articles of association, and there is no behavior damaging the interests of the company and other shareholders. We agree to this connected transaction.
9、 Opinions of the sponsor
After verification, the sponsor believes that the company’s transfer of the equity of the holding subsidiary and related party transactions has been deliberated and approved by the Ningbo Fangzheng Automobile Mould Co.Ltd(300998) board of directors and the board of supervisors, the related directors have avoided voting, the independent directors have approved and expressed their consent in advance, and need to be submitted to the general meeting of shareholders for deliberation. The above decision-making procedures comply with the Shenzhen Stock Exchange GEM Listing Rules, the articles of association and other relevant provisions. There is no damage to the interests of the listed company and other shareholders in the equity transfer of the holding subsidiary and related party transactions.
In conclusion, the recommendation institution has no objection to the company’s transfer of the equity of the holding subsidiary and related party transactions. (there is no text on this page, which is the signature and seal page of Guoyuan Securities Company Limited(000728) verification opinions on Ningbo Fangzheng Automobile Mould Co.Ltd(300998) transfer of equity of holding subsidiaries and related party transactions)
Sponsor representative:
Yu Xiaodan, Liu Bo
