Securities code: 600537 securities abbreviation: Eging Photovoltaic Technology Co.Ltd(600537) Announcement No.: 2022-008 Eging Photovoltaic Technology Co.Ltd(600537) announcement on related party transactions involved in non-public offering of shares the board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and integrity of its contents. Important content tips: ● according to the company’s non-public offering plan, the company plans to issue shares to Shenzhen qinchengda Investment Management Co., Ltd. (hereinafter referred to as “qinchengda investment”). Qinchengda investment is the controlling shareholder and related party of the company. The above transactions constitute related party transactions of listed companies. ● on January 17, 2022, the 10th meeting of the 7th board of directors of the company considered and approved the proposal on the company’s non-public development and issuance of A-Shares in 2022, and the related directors avoided voting on the proposal. Three independent directors of the company expressed their prior approval opinions and independent opinions. Whether the above matters can be approved or approved and the time of obtaining relevant approval or approval are uncertain. Investors are reminded to pay attention to investment risks. 1、 Overview of related party transactions according to the resolution of the 10th meeting of the 7th board of directors of the company, the company plans to non publicly issue RMB common shares (A shares) to specific objects and list them. The subscription object of the company’s non-public offering of shares is qinchengda investment, the controlling shareholder of the company. According to the plan of this non-public offering of a shares, the number of shares in this non-public offering does not exceed (including this number) 352 million RMB ordinary shares, which does not exceed 30% of the total share capital of the company before this offering. The final number of shares issued shall be subject to the number approved by the CSRC. As the issuing object of this transaction, qinchengda investment is the controlling shareholder of the company and the related party of the company, this transaction constitutes a related party transaction. According to the relevant provisions of laws and regulations, the independent directors of the company have expressed their prior approval opinions and independent opinions on the matters related to related party transactions involved in the non-public offering of shares. When the board of directors deliberated the relevant proposals related to related party transactions involved in the non-public offering, the related directors avoided voting. This connected transaction needs to be submitted to the general meeting of shareholders of the company for deliberation, and the connected shareholders will avoid voting on the proposal at the general meeting of shareholders. The non-public offering of the company needs to be deliberated and approved by the general meeting of shareholders and approved by China Securities Regulatory Commission (hereinafter referred to as “CSRC”). 2、 Introduction to related parties (I) introduction to related relationships qinchengda investment is the controlling shareholder of the company and holds 21.65% of the shares of the company. This transaction constitutes the related party transaction of the listed company. （2） Basic information of related parties company name Shenzhen qinchengda Investment Management Co., Ltd. establishment date: December 17, 2012 registered address: 601 (Office) on the sixth floor, building 1, science and technology company plant, Dongyi Lane (Gongyuan Road), Xin’an street, Bao’an District, Shenzhen registered capital: RMB 10 million legal representative: Liao Xinyuan business scope: investment management Investment consulting (excluding securities, futures, insurance and other financial businesses); Investment in industry (specific projects will be reported separately); Real estate development (real estate development within the scope of legally obtained land use right). (except for the projects that shall be approved before registration as stipulated by laws, administrative regulations and the decision of the State Council) the equity control diagram of qinchengda investment is as follows: among them, the equity control diagram of keenstar Industrial Development Co., Limited is as follows: the actual controllers of qinchengda investment in the last three years have been Mr. Gu Yaoming and Mr. Gu Hanning. From January 1, 2018 to January 5, 2021, Mr. Gu Yaoming held 99% equity of qinchengda Holdings Co., Ltd. and qinchengda Holdings Co., Ltd. held 100% equity of Shenzhen qinchengda Group Co., Ltd; On January 5, 2021, Mr. Gu Yaoming transferred 99% equity of qinchengda Holding Co., Ltd. held by him to Mr. Gu Hanning, who held 99% equity of qinchengda Holding Co., Ltd. and qinchengda Holding Co., Ltd. held 100% equity of Shenzhen qinchengda Group Co., Ltd; On October 19, 2021, qinchengda Holding Co., Ltd. transferred 70% of its equity of Shenzhen qinchengda Group Co., Ltd. to Shenzhen qinchengda Investment Co., Ltd. Gu Hanning indirectly held 100% of the equity of Shenzhen qinchengda Investment Co., Ltd. through overseas entities such as keystar Industrial Development Co., limited. Up to now, Mr. Gu Hanning indirectly holds 21.65% of the shares of the company through overseas entities such as keenstar Industrial Development Co., limited and domestic entities such as qinchengda investment, and is the actual controller of the company. Gu Yaoming and Gu Hanning are father son relationship. (II) The main financial data of the issuing object in the latest period the main financial data of qinchengda investment from January to September 2021 are as follows: unit: yuan project from January to September 2021 / September 30, 2021 total assets 2823759917.47 total liabilities 2198908162.79 total owner’s equity 624851754.68 total owner’s equity attributable to the parent company 624851754.68 operating revenue – operating profit (66474.50) total profit (66474.50) net profit (66474.50) net profit attributable to the owner of the parent company (66474.50) Note: the above data are unaudited III. basic information of the subject matter of related party transactions the subject matter of this related party transaction is the non-public offering of shares of the company to be subscribed by qinchengda investment. The number of shares in this non-public offering does not exceed 352 million (including this number), and the maximum number of shares in this non-public offering does not exceed 30% of the total share capital of the company before this offering. The final number of shares issued shall be subject to the number approved by the CSRC. The total amount of funds raised by this non-public offering of shares does not exceed RMB 1302400000 (including this amount). The net amount of funds raised after deducting the issuance expenses is intended to be used for Changzhou annual 5GW efficient Cecep Solar Energy Co.Ltd(000591) component construction project, supplement working capital and repay interest bearing liabilities. 4、 General principles and methods for determining the price of related party transactions the non-public offering of shares adopts the method of non-public offering to specific objects and is issued at an appropriate time within the validity period of the approval document of the CSRC on the non-public offering. The issue price of this non-public offering is 3.70 yuan / share. The pricing benchmark date of the issuance is the announcement date of the resolution of the 10th meeting of the seventh board of directors (i.e. January 18, 2022). The issuing price of the non-public offering shall not be lower than 80% of the average trading price of the company’s shares 20 trading days before the pricing benchmark date. Average stock trading price in the 20 trading days before the pricing benchmark date = total stock trading volume in the 20 trading days before the pricing benchmark date / total stock trading volume in the 20 trading days before the pricing benchmark date.
In case of ex right and ex interest matters such as dividend distribution, share distribution and conversion of capital reserve into share capital from the pricing benchmark date to the issuance date, the issuance price of this non-public offering will be adjusted accordingly according to the following methods: assuming that the issuance price before adjustment is P0, the number of shares sent or converted into share capital per share is n, the dividend per share is D, and the adjusted issuance price is P1, Then the adjustment formula is: dividend distribution: P1 = p0-d, share distribution or share capital conversion: P1 = P0 ÷ (1 + n) at the same time: P1 = (p0-d) ÷ (1 + n) if national laws and regulations have new provisions on the issue pricing of non-public shares, the company will adjust according to the new provisions. 5、 The purpose of the related party transaction and its impact on the listed company. The net funds raised after deducting the issuance expenses of the related party transaction are intended to be used for Changzhou annual 5GW efficient Cecep Solar Energy Co.Ltd(000591) component construction project, supplement working capital and repay interest bearing liabilities. The investment project of the raised funds focuses on the company’s existing Cecep Solar Energy Co.Ltd(000591) component business. After the raised funds are in place and put into use, the company will further expand the company’s Cecep Solar Energy Co.Ltd(000591) component production capacity, strengthen its advantages and enhance the market competitiveness of the company’s products; Improve capital structure and reduce financial risks; The supplement of working capital can effectively alleviate the capital demand pressure of the expansion of the company’s business activities and ensure the sustainable, healthy and rapid development of the company’s business. 6、 Review procedures to be performed for the related party transaction on January 17, 2022, the proposal on the related party transaction was considered and adopted by the 10th meeting of the 7th board of directors of the company, which was voted by non related directors. When the board of directors considered the proposal, all related directors have avoided voting, and the voting procedures are legal and effective. The three independent directors of the company approved the related party transaction in advance and expressed independent opinions as follows: the issuance object of this non-public offering is qinchengda investment, which is the controlling shareholder of the company, and subscribing for the shares of this non-public offering constitutes a related party transaction. The related party transaction follows the principles of fairness, impartiality, voluntariness and good faith, the transaction pricing is fair, the transaction method complies with the market rules, has no impact on the independence of the company, and has not found any behavior and situation that damages the rights and interests of shareholders, especially the rights and interests of minority shareholders. We agree to the proposal on the company’s non-public development of shares involving related party transactions, and agree to submit the proposal to the general meeting of shareholders for deliberation. The non affiliated members of the audit committee of the board of directors checked the related party transactions and issued the following written audit opinions: the related party transactions involved in the company’s non-public offering meet the needs of the company’s future development and strategic development, the related party transactions follow the principles of fairness, impartiality, voluntariness and integrity, the transaction pricing is fair, and the transaction method complies with the market rules, There is no situation that damages the interests of the company and other shareholders, especially minority shareholders. Agree to the above related party transactions and submit the above matters to the board of directors for deliberation. It is hereby announced. Eging Photovoltaic Technology Co.Ltd(600537) board of directors January 18, 2022
