Guosen Securities Co.Ltd(002736)
About Xiamen Hongxin Electronics Technology Group Inc(300657)
Verification opinions on plant leasing and related party transactions
Guosen Securities Co.Ltd(002736) (hereinafter referred to as ” Guosen Securities Co.Ltd(002736) ” or “sponsor”) as the continuous supervision organization of Xiamen Hongxin Electronics Technology Group Inc(300657) (hereinafter referred to as ” Xiamen Hongxin Electronics Technology Group Inc(300657) ” or “company”), In accordance with the requirements of relevant laws and regulations such as the measures for the administration of securities issuance and listing recommendation business, the guidelines for the recommendation of listed companies of Shenzhen Stock Exchange, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies, etc, We have carefully and prudently verified Xiamen Hongxin Electronics Technology Group Inc(300657) plant leasing and related party transactions. The verification results are as follows: I. overview of this related party transaction
(I) basic information of this transaction
The company intends to lease from Xiamen hongyijin Precision Technology Co., Ltd. (hereinafter referred to as “hongyijin”) the South half floor, the third half floor and the north half floor of the fourth floor of phase I 2# plant of mobile Internet supporting industrial park at the intersection of Chengchang middle road and Butang North Road, Tong’an District, Xiamen, with a total lease area of 14039.82 square meters, It is used for the post process of new energy power battery and the construction of soft board module production line. The initial tax inclusive monthly rent standard is: 27 yuan / m2 for the first floor; The third floor is 17 yuan / m2; The fourth floor is 16.35 yuan / m2. Since the third year, the rent rises by 6% every two years. During the lease term, the total rent is about 10.65 million yuan and the property management fee is about 1.36 million yuan (the initial property management fee is 1.2 yuan / m2 / month including tax, and the property management fee will be adjusted with reference to the surrounding comparable projects from the third year). (II) this transaction constitutes a connected transaction
Hongyijin is an enterprise controlled by Hongxin venture factory Investment Group Co., Ltd., the controlling shareholder of the company. Li Zhen, the director of the company, is the executive director of hongyijin and Yu Zhangyi, the supervisor of the company, is the supervisor of hongyijin. Therefore, this transaction constitutes a related party transaction.
2、 Basic information of related parties
The basic information of hongyijin is as follows:
The registered capital is 200 million yuan and the date of establishment is February 3, 2015
Legal representative: Li Zhen unified social credit Code: 913502003030582699
Registered address 203-16, South Building, torch Plaza, 56-58 Torch Road, torch Park, torch hi tech Zone, Xiamen
Shareholders: Xiamen Honghong Weiye investment partnership (limited partnership) holds 99% of the shares, and Xiamen Hongxin Capital Investment Management Co., Ltd
Li Co., Ltd. holds 1%
Metal structure manufacturing; Manufacturing of electronic components and components; Mold manufacturing; Operating all kinds of commodities and technologies
Import and export (not attached with import and Export Commodity Catalogue), but the state restricts the company to operate or prohibits the import and export
Except for goods and technology; Operate the export business of the self-produced products of the enterprise and the mechanical equipment required by the enterprise
Import business of spare parts, spare parts and raw and auxiliary materials (not attached with import and Export Commodity Catalogue), but limited by the state
Except for the commodities and technologies that are operated by the company or prohibited from import and export; Plastic sector, pipe and profile manufacturing; his
He made plastic products; Manufacturing of machine tool accessories; Other general equipment manufacturing industry; Batch of other chemical products
Hair (excluding hazardous chemicals and MCCs); Wholesale of hardware products; Communication, radio and television equipment
Business scope: Wholesale; Wholesale of other mechanical equipment and electronic products; Wholesale of computers, software and auxiliary equipment; Wholesale of metals and metal mines (excluding hazardous chemicals and MCCs); Batch of non-metallic minerals and products
Hair (excluding hazardous chemicals and MCCs); Other unlisted wholesale businesses (excluding those requiring permission)
Approved business projects); Other retail businesses not listed (excluding projects requiring approval); his
He retail electronic products; Mechanical equipment warehousing services; Other warehousing industries (excluding those requiring approval)
Project); Trade agency; Other trade brokers and agents; Manufacturing of other special non-metallic processing equipment; Engineering and technical research and test development; Professional design services; Primary form plastics and synthetic resins
Manufacturing (excluding hazardous chemicals, MCCs and non pharmaceutical precursor chemicals); Other not
List the manufacturing of non-metallic mineral products; Information technology consulting services.
3、 Pricing policy of related party transactions
The lease price of this transaction mainly refers to the lease price of surrounding plants, which is determined by both parties through friendly negotiation and subject to market pricing.
4、 Impact of related party transactions on the company
Facing the broad market opportunities for FPC industry brought by new energy power batteries and intelligent new energy vehicles, the company has formulated the development strategy of two wheel drive for vehicle and consumer electronics. As the most important development strategy of the company, the company is focusing on the two dimensions of new energy power battery and on-board intelligence. Xianghai plant, the company’s main factory, is gradually transforming into a professional factory supporting the soft board of on-board power battery. In order to further extend the industrial chain, enhance the depth and breadth of vehicle business and enhance profitability, the company plans to extend FPC products down to the field of flexible board module CCS. Due to the large size and space occupied by CCS modules, the company’s existing plant can not meet the needs of expanding the new energy power battery flexible board production line and building a new CCS module production line, and in order to serve customers closely, the company plans to rent the plant from hongyijin close to customers to meet production needs.
The proposed lease term of the company is 6 years (including 1 month rent free period), during which hongyijin shall not terminate the contract in advance, so as to ensure the stability of the lease. At the same time, the company can terminate the contract in advance with 6 months’ notice, which is conducive to the company’s flexible adjustment of subsequent lease arrangements according to business needs.
This related party transaction is due to the normal production and operation needs of the company. The transaction pricing follows the market-oriented principle and will not affect the independence of the company.
5、 Review and decision-making procedures
On January 19, 2022, the company held the 36th meeting of the third board of directors, deliberated and adopted the proposal on plant leasing and related party transactions, in which the related directors Li Qiang, Yan Jianhong and Li Zhen avoided voting.
On January 19, 2022, the company held the 29th meeting of the third board of supervisors, deliberated and adopted the proposal on plant leasing and related party transactions, in which the related supervisor Yu Zhangyi avoided voting.
The independent directors of the company expressed clear consent that the voting procedures for the board of directors to consider the above related party transactions were legal and effective, and the related directors avoided voting on relevant proposals. The transaction price involved in the proposal is fair, complies with the provisions of current laws and regulations and the relevant systems of the company, is conducive to the production, operation and long-term development of the company, and does not damage the interests of the company and other non related parties.
6、 Verification opinions of the recommendation institution
After verification, Guosen Securities Co.Ltd(002736) believes that the company’s current plant leasing transaction constitutes a related party transaction and occurs due to the normal production and operation needs of the company. The board of directors of the company has considered and approved the transaction, and the independent directors have expressed clear consent. The decision-making procedures performed by the company comply with the requirements of relevant laws and regulations such as Shenzhen Stock Exchange gem stock listing rules, Shenzhen Stock Exchange listed companies self regulatory guidance No. 2 – standardized operation of GEM listed companies.
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(there is no text on this page, which is the signature and seal page of Guosen Securities Co.Ltd(002736) verification opinions on Xiamen Hongxin Electronics Technology Group Inc(300657) plant leasing and related party transactions) sponsor representative:
Hong Yun Guo Zhenguo
Guosen Securities Co.Ltd(002736) mm / DD / yy
