CITIC Construction Investment Co., Ltd. on Dongguan Yi'an Technology Co., Ltd.
The company signed the equipment sales contract and the verification opinion of the related party transaction
CITIC Construction Investment Securities Co., Ltd. (hereinafter referred to as "CITIC Construction Investment", "sponsoring institution" or "sponsor") as a sponsor of Dongguan Yi'an Technology Co., Ltd.'s non-public offering of shares and listing on the GEM, according to the "Securities" Regulations on the issuance of listing sponsorship business, the "Shenzhen Stock Exchange GEM Stock Listing Rules", and the "Shenzhen Stock Exchange GEM Listed Company Standardization Operation Guidelines" and other relevant regulations, including the signing of equipment sales contracts and related party transactions by Yian Technology After verification, the verification situation and verification opinions are as follows:
1. Overview of the transaction
(1) Basic situation
On April 8, 2020, Dongguan Yi'an Technology Co., Ltd. (hereinafter referred to as "Company" or "Yi'an Technology" or "Party B") and Ningde Sanxiang Liquid Metal Technology Co., Ltd. (hereinafter referred to as "Ningde Sanxiang" or "Ningde Sanxiang" or "Party B") "Party A") jointly signed the "Equipment Sale Contract" (hereinafter referred to as "this connected transaction"), Ningde Sanxiang agreed to purchase liquid metal machinery and equipment from Yi'an Technology, with a total amount of RMB 30.8 million.
(2) Description of association relationship
The shareholders of Ningde Sanxiang are Yi'an Technology and Ningde Sanxiang Zirconium Magnesium Industry Equity Investment Partnership (Limited Partnership) (hereinafter referred to as "Sanxiang Zirconium Magnesium"). Yi'an Technology's contribution to Ningde Sanxiang is 40 million yuan, and the shareholding ratio is 40%. Sanxiang Zirconium and Magnesium's contribution to Ningde Sanxiang is 60 million yuan, and the shareholding ratio is 60%. Ningde Sanxiang is suitable According to the "Shenzhen Stock Exchange GEM Stock Listing Rules" and other provisions of the company's shareholding company, Ningde Sanxiang is a connected legal person of the company, so the company and the related legal person Ningde Sanxiang jointly signed the equipment sales contract to constitute a connected transaction.
(3) Examination and approval
On April 8, 2020, the third meeting of the fourth board of directors of the company reviewed and approved the
"Proposal on Preparation of Sale and Purchase Contracts and Related Party Transactions", agreeing to sign the equipment sales contract and related party transactions this time. In this related party transaction, no related directors need to avoid voting, and independent directors have given their prior approval opinions and independent opinions on this related party transaction. This connected transaction does not need to be submitted to the shareholders' meeting for consideration, and does not constitute a major asset reorganization as stipulated in the “Management Measures for Major Asset Restructuring of Listed Companies”.
2. Basic information of related parties
(1) Name: Ningde Sanxiang Liquid Metal Technology Co., Ltd.
(2) Registered capital: 100 million Yuan (3) Domicile: Sanxiang Science and Technology Park, Nanyang Town, Shouning County, Ningde City, Fujian Province (4) Legal representative: Xiao Chuanzhou (5) Business scope: Development of amorphous alloy (liquid metal) , Rolling processing of rare earth metals,
Production and sales; liquid metal technology consulting and promotion services. (Projects that must be approved in accordance with the law can only be operated after approval by the relevant departments)
(6) Name of shareholder, capital contribution and shareholding ratio:
Name of shareholder
Sanxiang Zirconium Magnesium
Yian Technology
Investment amount (ten thousand yuan)
Shareholding ratio (%)
6,000 60% 4,000 40%
3. Main content of equipment sales contract
(1) Subject of the contract
Party A: Ningde Sanxiang Liquid Metal Technology Co., Ltd. Party B: Dongguan Yi'an Technology Co., Ltd.
(2) Main contents 1. Party A purchases liquid metal machinery and equipment from Party B for a total amount of RMB 30.8 million. 2. Party A will pay Party B 30 million yuan in three installments.
4. The pricing policy and basis of the transaction
The price of the related party transaction was finally determined after friendly negotiation between the two parties, in compliance with relevant laws, regulations and other regulations
Certainly, there is no situation that harms the interests of the company and all shareholders.
V. The impact of this transaction on the company
The signing of the equipment sales contract on the one hand increased the liquid metal equipment production capacity of the joint-stock company Ningde Sanxiang, paved the way for the gradual introduction of liquid metal technology and mass production of market-competitive liquid metal products, and on the other hand satisfied the liquid The increasing demand for the development scale of the liquid metal industry extends the company's liquid metal industry chain, promotes the development of the liquid metal industry, and enhances the company's overall competitiveness, in line with the company's development strategy. This equipment sales contract will have a positive impact on the company's financial situation and operating results.
6. The total amount of various types of related transactions that have occurred with the related party from the beginning of this year to the date of disclosure
Except for this related party transaction, from the beginning of this year to the date of disclosure, the total amount of various related party transactions that have occurred with this related party is 40 million yuan.
7. Procedures for performance
This matter has been reviewed and approved at the third meeting of the fourth board of directors and the third meeting of the fourth board of supervisors of the company, and independent directors have issued clear consent.
8. Sponsor's verification opinion
After verification, the sponsor believes that:
(1) The related party transaction was conducted on the basis of fairness, reasonableness, and consensus between the two parties, without harming the interests of the company and other shareholders, especially small and medium shareholders.
(2) This connected transaction is conducive to further expanding the company's liquid metal product market and is in line with the company's development strategy and the interests of all shareholders.
(3) The related party transaction has been reviewed and approved by the company's board of directors and board of supervisors. The independent directors have previously approved and issued a consensus opinion, and have performed the necessary review and approval procedures. Their decision-making procedures are in compliance with the "Guidelines for the Standard Operation of Shenzhen Stock Exchange GEM Listed Companies" , "Shenzhen Stock Exchange GEM Stock Listing Rules", "Articles of Association" and other relevant provisions, there is no damage to the interests of the company and shareholders. In summary, the sponsor institution has no objection to the company's related party transactions.
(There is no text on this page, it is the signing page of "Verification Opinions of CITIC Construction Investment Co., Ltd. on Dongguan Yi'an Technology Co., Ltd. Signing Equipment Sale Contract and Related Party Transactions")
Sponsor's signature:
He Xinmiao Zhang Yu
CITIC Construction Investment Co., Ltd.
