Zhongshan Securities Co., Ltd
About Shenzhen United Winners Laser Co.Ltd(688518)
Verification opinions on foreign investment and joint stock companies and related party transactions
Zhongshan Securities Co., Ltd. (hereinafter referred to as "Zhongshan securities" or "sponsor") is a sponsor of Shenzhen Shenzhen United Winners Laser Co.Ltd(688518) Co., Ltd. (hereinafter referred to as " Shenzhen United Winners Laser Co.Ltd(688518) " or "company") for initial public offering and continuous supervision of listing on the science and innovation board, In accordance with the requirements of regulatory legal documents such as the measures for the administration of securities issuance and listing recommendation business, the Listing Rules of Shanghai Stock Exchange's Kechuang board, and the self regulatory guidelines for listed companies on Shanghai Stock Exchange's Kechuang board No. 1 - standardized operation, Lianying laser's overseas investment and related party transactions have been verified. The verification results and opinions are as follows:
1、 Overview of foreign investment and related party transactions
(I) basic information of foreign investment
Shenzhen Huihong Laser Technology Co., Ltd. (hereinafter referred to as "Huihong laser") has talents and core technologies for R & D and production of high-power pulse disc laser and its core devices. In order to promote the development of China's laser industry, fill the technical gap in China and expand the company's new laser processing market by using the new laser, the company plans to sign a capital increase agreement with Huihong laser and other parties, The company increased the capital of Huihong laser with its own capital of 10 million yuan and subscribed 133300 yuan of newly increased registered capital of Huihong laser. After the capital increase, the company holds 10% equity of Huihong laser.
The equity structure of Huihong laser before this capital increase is as follows:
Name of shareholder subscribed registered capital paid in registered capital contribution method equity ratio (RMB: 10000) (RMB: 10000)
Wanhui currency 70.67%
Shenzhen Guangrui enterprise management partnership 22.67 22.67 currency 22.67% enterprise (limited partnership)
Shenzhen wanheyi Enterprise Management Co., Ltd. (limited partnership)
Total 100.00 100.00 100.00%
Note: the ownership structure is still going through the industrial and commercial change procedures
The equity structure of Huihong laser after the capital increase is as follows:
Name of shareholder subscribed registered capital this subscription price contribution method equity ratio (RMB: 10000) (RMB: 10000)
Wanhui 70.67 - currency 53.00%
Shenzhen Guangrui enterprise management partnership 22.67 - currency 17.00% enterprise (limited partnership)
Shenzhen wanheyi enterprise management 6.66 - currency 5.00% partnership (limited partnership)
Shenzhen Shenzhen United Winners Laser Co.Ltd(688518) Co., Ltd. 13.33100000 currency 10.00% company
Beijing phase II Zhongke Chuangxing hard technology
Venture capital partnership (limited 13.21 991.00 currency 9.91% partnership)
Yang Lingzhong kechuangxing Management Consulting Co., Ltd. (limited partnership) is a 0.09% partnership enterprise in 0.12 9.00 currency
Tianfeng 6.67 500.00 currency 5.00%
Total 133.33250000 currency 100%
(II) since Huihong laser plans to appoint Mr. Niu Zengqiang, vice chairman of the company, as its expert consultant, the company recognizes Huihong laser as the related party of the company based on the principle of substance over form. This investment constitutes a related party transaction and does not constitute a major asset reorganization specified in the administrative measures for major asset reorganization of listed companies.
(III) decision making and approval procedures for foreign investment and related party transactions
According to the Listing Rules of Shanghai Stock Exchange's science and innovation board and the articles of association and other relevant provisions, this foreign investment and participation company and related party transaction has been deliberated and approved at the 8th meeting of the 4th board of directors and the 6th meeting of the 4th board of supervisors. This matter is within the authority of the board of directors and does not need to be submitted to the general meeting of shareholders for deliberation.
2、 Investment targets and counterparties
Company name: Shenzhen Huihong Laser Technology Co., Ltd
Unified social credit Code: 91440300ma5h2nj14e
Company type: limited liability company
Registered address: 1110, building 3, South Taiyun chuanggu, Tangwei community, Fenghuang street, Guangming District, Shenzhen
Legal representative: Wan Hui
Registered capital: RMB 1 million
Date of establishment: November 12, 2021
Business scope: optoelectronic device manufacturing; General equipment manufacturing (excluding special equipment manufacturing); Manufacturing of special electronic equipment; Sales of special electronic equipment; Manufacturing of special equipment for semiconductor devices; Sales of special equipment for semiconductor devices; Special equipment manufacturing (excluding licensed professional equipment manufacturing); Intelligent control system integration; Software development; Engineering and technical research and test development; Information technology consulting services; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; China trade agent.
(except for the items that must be approved according to law, carry out business activities independently according to law with the business license) import and export of goods; Technology import and export. (for projects that must be approved according to law, business activities can be carried out only with the approval of relevant departments. The specific business projects shall be subject to the approval documents or licenses of relevant departments)
Main financial data:
Project from January to March 2022 (yuan)
(Unaudited)
Total assets 501874194
Total liabilities 509015993
Net assets -7141799
Operating income 0
Net profit -37425975
The property right of Huihong laser is clear, there is no mortgage, pledge or any other restriction on transfer, does not involve litigation, arbitration matters or judicial measures such as seizure and freezing, and there are no other circumstances that hinder the transfer of ownership.
3、 Pricing of related party transactions
For this foreign investment in the joint-stock company, the investors shall, on the principle of equality and mutual benefit, make capital contributions in cash through friendly negotiation between the investors. This transaction is conducted in accordance with the market rules, in line with the provisions of relevant laws and regulations, and there is no damage to the interests of the company or its shareholders.
4、 Main contents of the agreement on foreign investment and related party transactions
(I) capital increasing party
Shenzhen United Winners Laser Co.Ltd(688518) , Beijing phase II Zhongke Chuangxing hard technology venture capital partnership (limited partnership), Yang Lingzhong kechuangxing management consulting partnership (limited partnership), Tian Feng
(II) target company
Shenzhen Huihong Laser Technology Co., Ltd
(III) investment arrangement
Huihong laser plans to increase its registered capital from 1 million yuan to 1333300 yuan, increase its registered capital by 333300 yuan, with Shenzhen United Winners Laser Co.Ltd(688518) contributing 10 million yuan, Beijing phase II Zhongke Chuangxing hard technology venture capital partnership (limited partnership) contributing 9.91 million yuan, Yang Lingzhong kechuangxing management consulting partnership (limited partnership) contributing 90000 yuan and Tian Feng contributing 5 million yuan, The investor subscribed for the newly increased registered capital of the company at the price of RMB 25 million, and the excess part of the registered capital was included in the capital reserve.
(IV) payment method and delivery time
The investor shall remit the subscription price to the bank account designated by the target company by telegraphic transfer as its capital contribution to the target company. Each investor shall pay its corresponding subscription price to the target company on the delivery date in accordance with the agreement.
The closing time shall be arranged within the tenth working day after the date when the specified preconditions are exempted or satisfied in writing ("closing", and the date of closing is referred to as the "closing date").
(V) application of law and dispute resolution
The conclusion, validity, interpretation, performance, amendment and termination of the agreement and the settlement of disputes shall be governed by Chinese law. Each party shall make reasonable efforts to resolve any dispute, dispute or claim related to this agreement through friendly negotiation ("dispute"). If the dispute cannot be settled through friendly negotiation, either party shall submit the dispute to the people's court where the target company is located for litigation.
(VI) entry into force
This Agreement shall come into force on the date of signing by the parties or their authorized representatives.
5、 Necessity of related party transactions and its impact on the company
(I) Huihong laser has the talents and core technology to develop and produce high-power pulse disc laser and its core devices, which can fill the technical gap in China. The successful development of this product can open up new laser processing fields and play a positive role in the company's use of this new laser to expand new laser processing market.
(II) the capital source of the proposed investment is the company's own capital, which will not affect the normal development of the company's existing business, and is not expected to have a significant impact on the company's operating performance and financial status in 2022.
6、 Risk tips
Huihong laser is a start-up company. The high-power pulse disc laser and its core device products developed by Huihong laser are high-tech products that fill the gap in China. It is difficult to develop and produce, and there is a certain uncertainty whether it can achieve the expected effect. If the R & D and production is not as expected, Huihong laser will not achieve the expected economic benefits, which will have an adverse impact on the income of the company's investment.
7、 Review procedures of related party transactions
At the 8th meeting of the 4th board of directors of the company, the proposal on foreign investment in joint stock companies and related party transactions was considered and adopted by 5 votes in favor, 0 votes against, 0 abstentions and 2 votes in avoidance of voting. Mr. Niu Zengqiang, a related director and Mr. Han Jinlong, who acted in concert, avoided voting.
The independent directors approved the related party transaction in advance and agreed to submit it to the board of directors. The independent directors believe that the decision-making procedure of this related party transaction complies with the provisions of relevant laws, regulations and the articles of association, and does not damage the legitimate rights and interests of the company and minority shareholders. Therefore, we agree to this related party transaction.
This connected transaction does not need to be approved by relevant departments.
8、 Verification opinions of the recommendation institution
After verification, the sponsor believes that: Shenzhen United Winners Laser Co.Ltd(688518) foreign investment and related party transactions have been deliberated and approved by the board of directors of the company, the related directors have avoided voting, and the independent directors have expressed their independent opinions. This related party transaction does not need to be submitted to the general meeting of shareholders for deliberation, and the necessary deliberation procedures have been performed. The information disclosure of this foreign investment and related party transactions is in compliance with the law, the principles of equality and voluntariness, in line with the interests of the company and all shareholders, no damage to the interests of minority shareholders is found, and in line with the relevant provisions of the CSRC and the Shanghai Stock Exchange. Zhongshan securities has no objection to this foreign investment and related party transactions.
