Securities code: 300530 securities abbreviation: Guangdong Dazhi Environmental Protection Technology Incorporated Company(300530) Announcement No.: 2022-014 Hunan Lingpai Dazhi Technology Co., Ltd
With regard to the announcement on the signing of the confirmation of leased assets and related party transactions by the wholly-owned subsidiary of the company, the company and all members of the board of directors guarantee that the content of information disclosure is true, accurate and complete, and there are no false records, misleading statements or major omissions.
Hunan Lingpai Dazhi Technology Co., Ltd. (hereinafter referred to as “the company”) held the third meeting of the Fifth Board of directors on January 17, 2022, deliberated and adopted the proposal on signing the confirmation of leased assets and related party transactions by the company’s wholly-owned subsidiaries. The related party transactions still need to be submitted to the general meeting of shareholders for deliberation. Relevant matters are hereby announced as follows:
1、 Overview of related party transactions
Based on the needs of the company’s business development, production and operation, Hunan Lingpai New Energy Technology Co., Ltd. (hereinafter referred to as “Hunan Lingpai”) and Hengyang Hongxin Construction Investment Co., Ltd. (hereinafter referred to as “Hongxin construction”) signed the lease contract in July 2020, Hunan Lingpai leases the plant, office building, dormitory building, equipment and other assets located in Guiyang Industrial Park, Qidong County from Hongxin construction according to the actual needs of the power battery project. The lease term is 15 years. The rent is determined by Hunan Lingpai and Hongxin construction with reference to the market price from the date of first actual delivery, This matter has been deliberated and approved by the fourth extraordinary general meeting of shareholders in 2020. For details, see the relevant announcements published by the company on cninfo.com on July 1, 2020, July 16, 2020 and July 29, 2020. In order to better clarify the rights and obligations between the two parties, Hunan Lingpai plans to sign the confirmation of leased assets with Hongxin construction on matters related to the subject assets. The subject assets involved in this confirmation of leased assets are all plants and equipment required for 1.8gwh power battery production line, and the annual rent is RMB 62.4783 million (including tax).
The counterparty Hongxin construction is an indirect holding subsidiary of Hengyang Hongxiang state owned investment (holding) Group Co., Ltd., a related party of the company. Hongxin construction is a related party of the company in accordance with the Shenzhen Stock Exchange gem stock listing rules and the articles of association of Hunan lingpaidazhi Technology Co., Ltd. (hereinafter referred to as the “articles of association”), The above transactions constitute related party transactions.
The independent directors of the company have issued prior approval opinions on the matter and issued independent opinions with explicit consent. Affiliated directors Ye Shanjin, Deng Yonghua, Shen Yumin and you Hui avoided voting. According to the relevant provisions of the Shenzhen Stock Exchange GEM Listing Rules and the articles of association, this transaction still needs to be approved by the general meeting of shareholders, and the related shareholders interested in the related transaction will avoid voting.
This connected transaction does not constitute a major asset restructuring as stipulated in the administrative measures for major asset restructuring of listed companies.
2、 Basic information of related parties
(I) basic information of Hongxin construction
Company name: Hengyang Hongxin Construction Investment Co., Ltd
Legal representative: Jiang Yixiang
Registered capital: 525 million yuan
Date of establishment: April 17, 2020
Company type: limited liability company (state-owned holding)
Company domicile: Guiyang Industrial Park, Qidong County, Hengyang City, Hunan Province
Business scope: fixed asset investment, property management, asset management, house leasing, equipment leasing. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Equity structure: Hengyang Hongqiao Investment Co., Ltd. holds 59.78% equity of Hongxin construction, the company holds 40.22% equity of Hongxin construction, and the actual controller of Hongxin construction is the state owned assets supervision and Administration Commission of Hengyang Municipal People’s government.
Hongxin construction does not belong to the dishonest executee.
(II) main financial data of the latest year
According to the 2020 annual audit report of Hengyang Hongxin Construction Investment Co., Ltd. (CAC XSZ [2021] No. 0355) issued by Hunan Branch of zhongshenhua Certified Public Accountants (special general partnership), as of December 31, 2020, the total assets of Hongxin construction were 1033594200 yuan, the total liabilities were 639 million yuan and the net assets were 394594200 yuan, In 2020, the company realized an operating income of RMB 0 million, a total profit of RMB -25705 million and a net profit of RMB -25705 million.
3、 Basic information of related party transactions
The leased subject assets are all plants and equipment required for 1.8gwh power battery production line,
4、 Pricing policy and basis of related party transactions
The lease price is based on the appraisal value of the appraisal report on the rental value of the plant, auxiliary facilities and equipment and machinery and equipment to be leased by Hengyang Hongxin Construction Investment Co., Ltd. (gzlpbz (2021) No. 2-2300, hereinafter referred to as the “appraisal report”) issued by guozhonglian asset appraisal land Real Estate Appraisal Co., Ltd., and the pricing principle is reasonable Fair, abide by the principles of equality, voluntariness, equivalence and compensation. 5、 Main contents of the agreement
The main terms of the confirmation of leased assets are as follows:
Party A (lessor): Hengyang Hongxin Construction Investment Co., Ltd
Party B (lessee): Hunan Lingpai New Energy Technology Co., Ltd
(I) both parties confirm that since October 29, 2021, Party A has delivered all plants and equipment required for the first 1.8gwh power battery production line to Party B for use.
(II) on the basis of the assets appraisal report (gzlpbz (2021) No. 2-2300) issued by guozhonglian assets appraisal Land Real Estate Appraisal Co., Ltd. on December 29, 2021, through consultation, both parties confirm that the monthly rent of all plants and equipment required for the 1.8gwh power battery production line is 5206524.90 yuan including tax during the lease term.
(III) both parties agree that the payment adjustment of the lease fee is as follows:
1. Party A will not charge the rent of the leased plant and equipment from October 29, 2021 to October 31, 2021;
2. Party B shall pay the rent of November 2021 and December 2021 to Party A within three working days from the effective date of this agreement.
3. For the rent of 2022 and subsequent periods, Party B shall pay to party a 10 days before the end of each quarter, but Party A shall send a written payment notice to Party B 10 days in advance and deliver a formal and legal special invoice for value-added tax of the same amount. If Party A fails to provide Party B with payment notice and rent invoice within the above period, the deadline for Party B to pay rent shall be postponed accordingly.
4. Party B shall pay Party A the lease deposit of 300000 yuan (three hundred thousand yuan only) when paying the rent in November and December 2021. Party A shall issue a receipt for the lease deposit to Party B within 5 days after receiving the lease deposit.
(IV) this letter of confirmation shall be established on the date when the legal representatives or authorized representatives of both parties sign and affix the official seal or special seal for contract, and shall come into force on the date when it is deliberated and adopted by the general meeting of shareholders of Party B. this letter of confirmation is made in triplicate, with party a holding two copies and Party B holding one copy, each of which has the same legal effect.
6、 Transaction purpose and impact on Listed Companies
Hunan Lingpai leases all the plants and equipment required for the 1.8gwh power battery production line based on the needs of business development and production and operation. The proposed confirmation of leased assets is to better clarify the rights and obligations between the two parties. The lease price is determined based on the assessed value in the appraisal report, and the lease price is within a reasonable range, There are no circumstances damaging the interests of the company and all shareholders, which will not have a significant adverse impact on the company’s financial status and operating results, nor will it affect the company’s independence.
7、 The total amount of various related party transactions with the related party from the beginning of the year to the disclosure date
From the beginning of 2022 to the disclosure date of this announcement, except for this connected transaction, the total amount of various connected transactions between the company and Hongxin construction is 0 yuan.
8、 Prior approval opinions and independent opinions of independent directors
1. Prior approval opinions of independent directors
Hunan Lingpai New Energy Technology Co., Ltd. leases all the plants and equipment required for the 1.8gwh power battery production line from Hengyang Hongxin Construction Investment Co., Ltd. based on the normal behavior of business development and meeting the needs of production and operation. The purpose of signing the lease asset confirmation is to better clarify the rights and obligations between the leasing parties. The transaction follows the principle of equality, voluntariness and The principle of equivalence and compensation, the pricing principle of related party transactions is fair, and there is no damage to the interests of the company and shareholders. Therefore, we agree to submit the proposal to the third meeting of the Fifth Board of directors for deliberation.
2. Independent opinions of independent directors
When the board of directors of the company deliberated on the related party transaction, the related directors avoided voting, and the deliberation and voting procedures were in line with the provisions of relevant laws, regulations and the articles of association. The confirmation of leased assets signed by Hunan Lingpai New Energy Technology Co., Ltd. and its related party Hengyang Hongxin Construction Investment Co., Ltd. is conducive to the development of the company’s new energy power battery business and meet the needs of production and operation. The transaction follows the principles of equality, voluntariness, equivalence and compensation, and the transaction terms are fair and reasonable, The lease price is based on the appraisal value of the appraisal report on the rental value of the plant, auxiliary facilities and equipment and machinery and equipment to be leased by Hengyang Hongxin Construction Investment Co., Ltd. (guozhonglian pingbao Zi (2021) No. 2-2300) issued by guozhonglian asset appraisal Land Real Estate Appraisal Co., Ltd., and there is no damage to the interests of the company and shareholders. Therefore, we agree with the contents of the motion. 9、 Documents for future reference
1. Resolution of the 3rd meeting of the 5th board of directors of the company
2. Prior approval opinions of independent directors on matters related to the third meeting of the Fifth Board of directors of the company
3. Independent opinions of independent directors on matters related to the third meeting of the Fifth Board of directors of the company
5. It is hereby announced that the assets appraisal report on the rental value of plant, auxiliary facilities and equipment, machinery and equipment to be leased by Hengyang Hongxin Construction Investment Co., Ltd. issued by guozhonglian assets appraisal Land Real Estate Appraisal Co., Ltd.
Board of directors of Hunan Lingpai Dazhi Technology Co., Ltd. January 18, 2022
