Everbright Securities Company Limited(601788)
Verification opinions on Hnac Technology Co.Ltd(300490) connected transactions
Everbright Securities Company Limited(601788) (hereinafter referred to as ” Everbright Securities Company Limited(601788) ” and “sponsor”) as a sponsor of Hnac Technology Co.Ltd(300490) (hereinafter referred to as ” Hnac Technology Co.Ltd(300490) ” or “company”) issuing convertible corporate bonds to unspecified objects in 2021, according to the measures for the administration of securities issuance and listing sponsor business and the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 13 – sponsor business The related party transactions of Hnac Technology Co.Ltd(300490) have been carefully verified in accordance with the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on the gem, the Listing Rules of Shenzhen Stock Exchange on the gem and other relevant provisions. The verification results are as follows:
1、 Overview of related party transactions
(I) basic information of related party transactions
Qianhai huazi, a wholly-owned subsidiary of the company, signed the equity transfer agreement with effective conditions with Huayu Investment Co., Ltd. and transferred 96.20% equity of Chengbu shanneng new energy Co., Ltd. (hereinafter referred to as the “target company” or “Chengbu shanneng”). After negotiation, the transaction price is 66.1665 million yuan. On January 19, 2022, Qianhai huazi and Huayu investment signed the equity transfer agreement with effective conditions to agree on the subject equity transfer price and payment of this transaction.
(II) related relationship
Huayu investment is a wholly-owned subsidiary of Changsha Huaneng automatic control group Co., Ltd., the controlling shareholder of the company. According to the Shenzhen Stock Exchange GEM Listing Rules, Huayu investment is a related party of the company, and this transaction constitutes a related party transaction.
(III) this transaction does not constitute a major asset restructuring
According to the measures for the administration of major asset restructuring of listed companies, this transaction does not constitute a major asset restructuring as stipulated in the measures for the administration of major asset restructuring of listed companies.
2、 Introduction to related parties
Company name: Huayu Investment Co., Ltd
Unified social credit Code: 91440300ma5dg9c14g
Type: limited liability company
Registered capital: 100 million yuan
Legal representative: Huang Wenbao
Date of establishment: July 12, 2016
Registered address: Room 201, building a, No. 1, Qianwan 1st Road, Qianhai Shenzhen Hong Kong cooperation zone, Shenzhen
Business scope: general business items are: investment and establishment of industries (specific items will be reported separately); Venture capital business; Investment consulting (excluding restricted projects).
Huayu investment is a wholly-owned subsidiary of Changsha Huaneng automatic control group Co., Ltd., and its actual controller is Huang Wenbao. Upon inquiry, Huayu investment is not a dishonest executee.
3、 Basic information of related party transactions
(I) basic information of subject assets
Underlying assets: 96.20% equity of Chengbu shanneng
Name of target enterprise: Chengbu shanneng new energy Co., Ltd
Unified social credit Code: 91430529ma4rwlk83q
Type: other limited liability companies
Business scope: other power production; Research and development of energy storage system; Design of energy storage system; Power electronics technology services; Technical consultation of energy storage system; Leasing of power equipment; Energy storage equipment, power sales; Installation of energy storage equipment; Power supply.
Address: Nanshan Avenue, Rulin Town, Chengbu Miao Autonomous County, Shaoyang City, Hunan Province (3rd floor, heshunyuan Hotel)
Legal representative: Yang Cheng
Registered capital: 100 million yuan
Date of establishment: November 25, 2020
After inquiry, Chengbu shanneng is not a dishonest executee.
(II) ownership of the underlying assets
Huayu investment legally owns the target assets and has the right to transfer the assets; The ownership of the assets is clear, there are no other encumbrances (including but not limited to mortgage, pledge, etc.) or restrictions on rights such as freezing and seizure, and there are no major litigation or arbitration, and there are no potential major litigation or arbitration.
(III) equity structure
The equity structure of the subject company is as follows:
No. shareholder name subscribed capital contribution paid in capital contribution shareholding ratio contribution method (10000 yuan) (10000 yuan)
1. Huayu Investment Co., Ltd. 9620.00 6620.00 96.20% monetary contribution
2 Changzhou Xiangchu energy power Co., Ltd. 380.00 380.00 3.80% monetary contribution liability company
Total 10000.00 7000.00 100.00%
(IV) main financial data of the subject company
Unit: 10000 yuan
Project year 2021
Operating income-
Operating profit -3.54
Net profit -3.54
Project December 31, 2021
Total assets 24904.31
Total liabilities 17907.85
Owner’s equity 6996.46
Note: the audited financial data comes from the audit report on 2021 financial statements of Chengbu shanneng new energy Co., Ltd. (shenxutai Cai Shen Zi [2022]) issued by Shenzhen xutai Certified Public Accountants (general partnership).
(V) assets appraisal of the subject company
All shareholders’ rights and interests of Chengbu shanneng have been appraised by Shenzhen Zhongkehua Assets Appraisal Co., Ltd. (hereinafter referred to as the “appraisal institution”) and issued the assets appraisal report (szkehua pingbao Zi [2022] No. 002) with December 31, 2021 as the appraisal base date. According to the asset appraisal report, this appraisal adopts both asset-based method and income method, and the final appraisal result of asset-based method is taken as the final appraisal conclusion. As of the benchmark date December 31, 2021, the assessed value of all shareholders’ equity of Chengbu shanneng is RMB 69.9646 million, which has no increase compared with the book value of RMB 69.9646 million. Referring to the appraisal conclusion, the appraisal value of all shareholders’ equity of the subject company is determined by both parties through negotiation to be 69.9646 million yuan, and the transfer price of the corresponding equity of the subject company in this transaction is 66.1665 million yuan.
4、 Main contents of related party transaction agreement
(I) both parties
Transferor (Party A): Huayu Investment Co., Ltd;
Transferee (Party B): Shenzhen qianhaihuazi Investment Management Co., Ltd;
(II) target enterprise
The target enterprise of this transaction: Chengbu shanneng new energy Co., Ltd
(III) equity transfer price and payment
1. According to the assets appraisal report (szkhpbz [2022] No. 002) issued by Shenzhen Zhongkehua Assets Appraisal Co., Ltd., as of the benchmark date of December 31, 2021, the appraisal value of all shareholders’ equity of the subject company is RMB 69.9646 million. Referring to the above appraisal results, through friendly negotiation, both parties agree that the transfer price of the subject equity is 66.1665 million yuan.
2. Both parties agree that the equity transfer price shall be paid as follows:
(1) Party B shall prepay 50% of the equity transfer payment to Party A, i.e. RMB 33.08325 million, within 15 working days after the signing of this Agreement;
(2) Party B shall pay Party A the remaining 50% of the equity transfer amount, i.e. RMB 33.08325 million, within 15 working days after the completion of the industrial and commercial change registration of this equity transfer.
3. If the equity transfer fails to pass the deliberation of the shareholders’ meeting of the target company or the board of directors of the listed company, Party B has the right to require Party A to return all the equity transfer funds paid and choose to terminate this agreement. Neither party shall bear relevant liabilities for breach of contract.
(IV) industrial and commercial change registration
1. Both parties agree that after this agreement takes effect, Party A and Party B shall cooperate to complete the industrial and commercial change registration involved in this equity transfer as soon as possible. The change registration date of the industrial and commercial of this equity transfer is the “delivery date”.
2. From the date when the industrial and commercial change registration of this equity transfer is completed, Party B becomes the shareholder of the target company and legally enjoys the shareholder’s rights and obligations corresponding to the subject equity.
(V) representations and warranties of both parties
1. Representations and warranties of Party A
(1) Party A has the legal subject qualification to sign and perform its obligations under this agreement, and has obtained the necessary approval and authorization for the signing of this agreement. The signing and performance of this agreement by Party A will not violate Chinese laws, regulations and relevant provisions of relevant government departments, or any agreements and other legal documents binding on itself or its assets.
(2) Party A guarantees that it legally owns the subject equity. There is no mortgage, pledge or ownership dispute over the subject equity, no dispute, litigation or arbitration, no judicial measures such as seizure, freezing or any other right restriction. If Party A violates the above commitments and causes losses to Party B, it shall be liable for compensation for such losses.
(3) Party A guarantees that all information provided to Party B in the process of this equity transfer is true, accurate and complete. As of the delivery date of this equity transfer, the target company has no contingent liabilities, The contingent liabilities of the target company shall be borne by Party A (including but not limited to the contingent liabilities formed by the target company before the delivery date and the contingent liabilities formed by the target company after the delivery date due to reasons before the delivery date). If the losses of the target company or Party B are caused, the target company or Party B shall have the right to recover from Party A.
(4) The operation and production activities of the target company comply with relevant laws and regulations, and there is no major illegal act, nor is there any situation that may be sued, administratively punished, investigated or claimed. If the target company is sued, administratively punished, investigated or claimed due to illegal acts or disputes before the delivery date, the target company or Party B has the right to recover from Party A.
(5) Party A promises to coordinate with other shareholders of the target company to give up the preemptive right of transfer with respect to this equity transfer. 2. Representations and warranties of Party B:
(1) Party B has the legal subject qualification to sign and perform its obligations under this agreement, and its signing and performance of this agreement will not violate Chinese laws, regulations and relevant provisions of relevant government departments, or any agreement and other legal documents binding on itself or its assets.
(2) Party B promises to pay the consideration for equity transfer to Party A in accordance with this agreement.
(VI) arrangement of transition period
1. The period from the appraisal base date of this equity transfer (i.e. December 31, 2021) to the delivery date of the underlying equity is the “transition period”.
2. Both parties agree that during the transition period:
(1) Party A shall not transfer, pledge or otherwise dispose of its equity in the target company; (2) The target company shall not introduce other investors in the form of capital increase or other forms;
(3) The target company shall not distribute profits or make any resolution on profit distribution;
(4) Party A shall maintain the stability of the target company’s production and operation. Unless required by normal operation or otherwise agreed by both parties, the target company shall not dispose of assets, provide external guarantees or increase major debts, and shall not engage in transactions and behaviors that may lead to significant adverse changes in the financial and operating conditions of the target company and the target company;
(5) The profits and losses of the target company during the transition period shall be enjoyed or borne by Party B according to the shareholding ratio.
(VII) handling of creditor’s rights and debts, personnel resettlement and tax payment
1. This equity transfer does not involve the treatment of creditor’s rights and debts. After this equity transfer, the creditor’s rights and debts originally enjoyed and assumed by the target company will still be enjoyed and assumed by the target company. The liabilities (including contingent liabilities) existing before the delivery date but not notified by Party A to Party B in writing shall be borne by Party A.
2. This equity transfer does not involve employee placement. The target company continues to perform its labor contract with employees, and the labor and personnel relations of employees of the target company remain unchanged. Party A shall be responsible for all labor disputes, economic compensation and compensation liabilities existing or occurring before the delivery date of the target company, and Party B shall not bear any form of responsibility for any labor and social security disputes before the delivery date of the target company.
3. Both parties agree that the taxes arising from this equity transfer shall be borne by both parties according to law in accordance with relevant national and local regulations.
(VIII) effective conditions
This Agreement shall be established after being signed and sealed by both parties, and shall take effect from the date of deliberation and approval by the shareholders’ meeting of the target company and the board of directors of the listed company, and this Agreement and this equity transfer.
5、 Transaction purpose and impact on the company
Chengbu shanneng’s main business is to operate the 100MW / 200mwh energy storage power station located in Chengbu Miao Autonomous County, Shaoyang City, Hunan Province. The company is actively expanding the energy storage market and exploring business model innovation in the energy storage field. This acquisition of Chengbu shanneng
