Shenwan Hongyuan Group Co.Ltd(000166) securities underwriting and recommendation Co., Ltd
About Tianjin Zhonghuan Semiconductor Co.Ltd(002129)
Holding subsidiary Zhonghuan leading semiconductor materials Co., Ltd
Verification opinions on capital and share increase and related party transactions
Shenwan Hongyuan Group Co.Ltd(000166) securities underwriting and recommendation Co., Ltd. (hereinafter referred to as ” Shenwan Hongyuan Group Co.Ltd(000166) underwriting and recommendation” or “recommendation agency”) is the recommendation agency for the continuous supervision of Tianjin Zhonghuan Semiconductor Co.Ltd(002129) (hereinafter referred to as ” Tianjin Zhonghuan Semiconductor Co.Ltd(002129) ” or “company”) on the non-public offering of shares in 2021, In accordance with the measures for the administration of securities issuance and listing recommendation business, the guidelines for self regulatory supervision of listed companies No. 13 – recommendation business, the stock listing rules of Shenzhen Stock Exchange, the guidelines for self regulatory supervision of listed companies No. 1 – standardized operation of listed companies on the main board and other relevant provisions, Prudently verified the capital increase and share expansion and related party transactions of Tianjin Zhonghuan Semiconductor Co.Ltd(002129) holding subsidiary Zhonghuan leading semiconductor materials Co., Ltd. (hereinafter referred to as “Zhonghuan leading”), and the verification opinions are as follows:
1、 Overview of related party transactions
Central leadership has been committed to the semiconductor materials business for many years. In order to further implement the company’s long-term development strategy and industrial layout, fully mobilize the enthusiasm of the operation and management team and key employees, stimulate the spirit of innovation and entrepreneurship, effectively attract and stabilize talents, and realize the shareholding employees to share business risks and growth benefits with the company, Central leading plans to implement ESOP by increasing capital and shares. Central’s leading operation and management team, key employees and leading shareholders who have made significant contributions to its operation and development plan to participate in Central’s leading employee stock ownership plan directly or through the employee stock ownership platform (hereinafter referred to as “this capital increase”), with a total capital increase of RMB 1170 million, The company and other shareholders give up the preemptive right to subscribe for this capital increase.
Before the capital increase, the leading registered capital of central was RMB 9000000000, with the company holding 30.00%, Central Hong Kong Holdings Co., Ltd. (hereinafter referred to as “Central Hong Kong”) holding 30.00%, and tin investment (Hong Kong) Co., Ltd. (hereinafter referred to as “tin Hong Kong”) holding 16.67% Wuxi Industrial Development Group Co., Ltd. (hereinafter referred to as “Tin Group”) holds 13.33% and Zhejiang Jingsheng Mechanical & Electrical Co.Ltd(300316) (hereinafter referred to as ” Zhejiang Jingsheng Mechanical & Electrical Co.Ltd(300316) “) 10.00%. The total capital increase is 1170 million yuan, of which 1125 million yuan is included in the registered capital and 45 million yuan is included in the capital reserve. After the capital increase, the registered capital of central leading increased to 10125 million yuan, including 26.67% of the company, 26.67% of Central Hong Kong, 14.81% of tin products in Hong Kong, 11.85% of tin products group, Zhejiang Jingsheng Mechanical & Electrical Co.Ltd(300316) 8.89% of the shares and 11.11% of the total shares held by employees. Central leading is still within the scope of the company’s consolidated statements.
The capital increase includes Tianjin Huanyu leading No. 1 enterprise management consulting partnership (limited partnership), Tianjin Huanyu leading No. 2 enterprise management consulting partnership (limited partnership) and Tianjin Huanyu leading No. 3 enterprise management consulting partnership (limited partnership) as the employee stock ownership platform. The relevant grant objects are finally determined by the central leading board of directors or its authorized subject, In view of the fact that the above ESOP platform will include some directors, supervisors and senior managers of the company, it is recognized as a related party based on the principle of substance over form and prudence. Natural persons Shen Haoping and an Yanqing are directors of the company and Wang Yanjun’s position is adjusted. He is recognized as a related party less than 12 months after leaving the position of deputy general manager of the company. According to the provisions of relevant laws, regulations and regulatory rules, this capital increase constitutes a connected transaction, but does not constitute a major asset reorganization specified in the administrative measures for major asset reorganization of listed companies, and does not constitute a reorganization listing.
2、 Basic information of related parties
(I) Tianjin Huanyu leading No. 1 enterprise management consulting partnership (limited partnership) (hereinafter referred to as “Huanyu leading No. 1”)
1. Basic information: established in January 2022, the enterprise type is limited partnership, the business scope is enterprise management consulting, and the executive partner is Tianjin Huanyu leading No. 1 Management Consulting Co., Ltd. 2. Main investors and related relationships: the limited partners are the leading operation and management team and key employees of central and the leading shareholders of central who have made significant contributions to their operation and development. They will include some directors, supervisors and senior managers of the company, and form a related relationship with the company based on the principle of substance over form and prudence.
3. Historical evolution and financial data: Huanyu leading No. 1 was established in January 2022, and there is no financial data of the latest year.
4. After inquiry, Huanyu leading No. 1 is not a dishonest executee.
(II) Tianjin Huanyu leading No. 2 enterprise management consulting partnership (limited partnership) (hereinafter referred to as “Huanyu leading No. 2”)
1. Basic information: founded in January 2022, the enterprise type is limited partnership, the business scope is enterprise management consulting, and the executive partner is Tianjin Huanyu leading No. 2 Management Consulting Co., Ltd. 2. Main investors and related relationships: the limited partners are the leading operation and management team and key employees of central and the leading shareholders of central who have made significant contributions to their operation and development. They will include some directors, supervisors and senior managers of the company, and form a related relationship with the company based on the principle of substance over form and prudence.
3. Historical evolution and financial data: Huanyu leading No. 2 was established in January 2022, and there is no financial data of the latest year.
4. After inquiry, Huanyu leading No. 2 is not a dishonest executee.
(III) Tianjin Huanyu leading No. 3 enterprise management consulting partnership (limited partnership) (hereinafter referred to as “Huanyu leading No. 3”)
1. Basic information: established in January 2022, the enterprise type is limited partnership, the business scope is enterprise management consulting, and the executive partner is Tianjin Huanyu leading No. 3 Management Consulting Co., Ltd. 2. Main investors and related relationships: the limited partners are the leading operation and management team and key employees of central and the leading shareholders of central who have made significant contributions to their operation and development. They will include some directors, supervisors and senior managers of the company, and form a related relationship with the company based on the principle of substance over form and prudence.
3. Historical evolution and financial data: Huanyu leading No. 3 was established in January 2022, and there is no financial data of the latest year.
4. After inquiry, Huanyu leading No. 3 is not a dishonest executee.
(IV) natural person: Shen Haoping
1. Title: Vice Chairman and general manager of the company, leading chairman of Central
2. Contact address: No. 12, Haitai East Road, Huayuan Industrial Zone (outside the ring), Tianjin New Technology Industrial Park
3. Affiliated relationship: as a director and senior manager of the company, it constitutes an affiliated natural person (V) natural person: an Yanqing
1. Position: Director of the company, leading director of Central
2. Contact address: No. 12, Haitai East Road, Huayuan Industrial Zone (outside the ring), Tianjin New Technology Industrial Park
3. Affiliated relationship: as a result of holding the position of director in the company, it constitutes an affiliated natural person
(VI) natural person: Wang Yanjun
1. Title: central leading vice chairman and general manager
2. Contact address: Dongyi Avenue, Yixing Economic and Technological Development Zone
3. Related relationship: due to job adjustment, the former senior management of the company has left office for less than 12 months, which constitutes a related natural person
3、 Basic information of central leading
(I) basic information
Company name: central leading semiconductor materials Co., Ltd
Unified social credit Code: 91320282ma1uq5xr2l
Registered capital: 900 million yuan
Company domicile: Dongyi Avenue, Yixing Economic and Technological Development Zone
Company nature: limited liability company (Hong Kong, Macao and Taiwan investment, non wholly owned)
Legal representative: Shen Haoping
Date of establishment: December 14, 2017
Operation period: December 14, 2017 to December 13, 2037
Business scope: technical R & D, manufacturing and sales of semiconductor materials, special electronic materials, semiconductor devices and special equipment for semiconductor devices; Technology development and technology transfer in the fields of new materials, electronics and information, and mechatronics; Self operated and acting as an agent for the import and export of various commodities and technologies (except for the commodities and technologies restricted or prohibited by the state); Foreign investment with self owned funds; Semiconductor production and testing equipment leasing.
(for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments).
(II) main financial data of the latest year and the first period
Unit: 10000 yuan
The project is from December 31, 2020 to September 30, 2021
Total assets 802087.11 885472.74
Total liabilities 48326.38 80207.44
The project is from January to December 2020 and from January to September 2021
Operating income 108926.17 147922.23
Net profit 10327.97 5861.87
Note: the financial data of 2020 has been audited, and the financial data of January September 2021 has not been audited.
(III) equity structure after capital increase
Unit: 10000 yuan
Name of shareholders before and after the capital increase
Shareholding ratio of subscribed registered capital amount shareholding ratio of subscribed registered capital
Tianjin Zhonghuan Semiconductor Co.Ltd(002129) 270,000 30.00% 0 270,000 26.67%
Central Hong Kong Holdings Limited 270000 30.00% 0 270000 26.67%
Tin investment (Hong Kong) Limited 150000 16.67% 0 150000 14.81%
Wuxi Industrial Development Group Co., Ltd. 120000 13.33% 0 120000 11.85%
Zhejiang Jingsheng Mechanical & Electrical Co.Ltd(300316) 90,000 10.00% 0 90,000 8.89%
Tianjin Huanyu leading enterprise management consulting 21060 20250 2.00% consulting partnership (limited partnership)
Tianjin Huanyu leading No.2 enterprise management consulting 21060 20250 2.00% consulting partnership (limited partnership)
Tianjin Huanyu leading No. 3 enterprise management consulting 65000 62500 6.17% consulting partnership (limited partnership) Shen Haoping, an Yanqing, Wang Yanjun, etc
Associated natural persons and 10 other 9880 9500 0 0.94% natural persons
Total 900000 100.00% 117000 1012500 100.00%
Note: there is a tail difference caused by rounding the decimal places in this table. Amount of this capital increase = capital increase pricing * newly subscribed registered capital
Ben.
4、 Pricing policy and basis
The pricing of this transaction is based on the benchmark date of May 31, 2021
Central link issued by guozhonglian assets appraisal land and Real Estate Appraisal Co., Ltd
First semiconductor materials Co., Ltd. plans to increase capital and shares, involving the evaluation of all equity assets of the company’s shareholders
The appraisal report (gzlpbz (2022) No. 3-0001) adopts the income method to evaluate the shareholders’ rights
The profit value is 8039.8722 million yuan, an increase of 208.2954 million yuan compared with the book value of 7831.5768 million yuan
The value rate was 2.66%. According to the appraisal results, the capital increase price is 1.04 yuan / registered capital (corresponding to the paid in registered capital)
The capital is 770000 yuan), with a total capital increase of 1.17 billion yuan. The capital increase price is based on the evaluation
