Xindaxin: Verification of the sale of Yicheng New Energy Company

Hualin Securities Co., Ltd. (hereinafter referred to as “Hua Lin Securities” or “Sponsorship Agency”) as the initial public offering of Henan Xinda New Materials Co., Ltd. (hereinafter referred to as “Xinda New Materials” or “Company”) The board of directors listed on the board of directors, according to the "Administrative Measures for Securities Issuance and Listing Sponsorship", "Shenzhen Stock Exchange GEM Listing Rules" and "Shenzhen Stock Exchange GEM Listed Companies Standard Operation Guidelines" requirements and requirements for the new Pingdingshan Yicheng New Materials Co., Ltd. (hereinafter referred to as “Yicheng New Materials”), a wholly-owned subsidiary of Xincai, conducted a prudent check on the sale of Pingdingshan Yicheng New Energy Co., Ltd. and related transactions. The details of the verification are as follows:

First, the basic situation of connected transactions

(I) Overview of related party transactions

In August 2012, Yicheng Xincai and Jiangxi LDK Solar High-Tech Co., Ltd. (hereinafter referred to as “Lev”) jointly invested RMB 20 million to establish Pingdingshan Yicheng New Energy Co., Ltd., among which Yicheng New Materials contributed 1,360 10,000 yuan, accounting for 68% of the registered capital, LDK invested 6.4 million yuan, accounting for 32% of the registered capital, used to build China Pingmei Shenma Energy Chemical Group Co., Ltd. (hereinafter referred to as "China Pingmei Shenma Group" 12.5MW photovoltaic grid-connected power generation project of Electromechanical Equipment Industrial Park.

Because the construction of the project is to use the wealthy idle roof of the China Pingmei Shenma Group, the company's wholly-owned subsidiary is planned to use no more than Pingdingshan Chengxin Energy Co., Ltd. acquired the 32% equity of Pingdingshan Yicheng New Energy Co., Ltd. held by LDK LDK in response to the asset valuation value. After completing the above debt restructuring, Pingxinshan Yicheng New Energy Co., Ltd. The 100% equity will be sold to China Pingmei Shenma Group, and the price will be based on the asset evaluation report issued by the asset appraisal agency with securities and futures related business qualifications.

On October 29, 2013, Xinda New Materials held the 6th Extraordinary General Meeting of Shareholders in 2013, and reviewed and approved the “Proposal on the Sale of Pingdingshan Yicheng New Energy Co., Ltd.”.

This related party transaction is not a material related party transaction and does not constitute a major asset restructuring as stipulated in the Measures for the Administration of Major Asset Restructuring of Listed Companies. Up to now, the company has not provided guarantees for Pingdingshan Yicheng New Energy Co., Ltd., entrusted its financial management, and provided funds for it.

Second, related person introduction and relationship

(1) Basic information of related parties

1. Basic situation of Pingdingshan Yicheng New Energy Co., Ltd.

Project basic situation

Name Pingdingshan Yicheng New Energy Co., Ltd.

Nature of the company Other limited liability company

Registered Address 631 East Section of Jianshe Road, Pingdingshan City

Main office location No. 631, East Section of Jianshe Road, Pingdingshan City

Legal representative Sun Bo

Registered capital of 20 million yuan

Tax registration number 410403052279154



(2) Relationship with listed companies

On April 23, 2013, the company's asset restructuring was approved by the China Securities Regulatory Commission. On April 27, 2013, Yicheng New Materials was changed to a wholly-owned subsidiary of the company. On May 16, 2013, the newly issued shares of the company's assets were re-issued and listed on the Shenzhen Stock Exchange. After the completion of this non-public offering, China Pingmei Shenma Group holds 97,663,326 shares of the company, accounting for 19.42% of the total number of shares of the listed company after the non-public offering. The concerted action holders hold 1,880,751 shares of the listed company, accounting for this time. After the non-public issuance, the total number of shares of the listed company was 1.35%. China Pingmei Shenma Group became the company's largest shareholder, and the Henan Provincial State-owned Assets Supervision and Administration Commission became the actual controller of the new big new material. Therefore, the transaction between Yicheng New Materials and China Pingmei Shenma Group constitutes a connected transaction.

Third, the main content of related transactions

On December 19, 2013, according to the assets assessment report issued by Zhonglian Assets Appraisal Group Co., Ltd., an intermediary recognized by the State-owned Assets Supervision and Administration Commission of the People's Government of Henan Province (hereinafter referred to as “Henan Provincial State-owned Assets Supervision and Administration Commission”) [Zhonglian Baozi (2013) ) No. 1026], and filed by the Henan Provincial State-owned Assets Supervision and Administration Commission [record number: 2013-94], Pingdingshan Yicheng New Energy Co., Ltd. has a net asset book value of 19,390,600 yuan and an estimated value of 96,668,100 yuan.

After negotiation, Yicheng Xincai signed an “Equity Transfer Agreement” with LDK, and LDK agreed to transfer its 32% equity interest in Pingdingshan Yicheng New Energy Co., Ltd. and its corresponding rights and obligations to Yi Chengxin. Material, equity transfer money used to offset the sales of LDK owe easy to become a new material of 34,374,498 yuan.

According to the asset assessment report issued by Zhonglian Assets Appraisal Group Co., Ltd. [Zhonglian Baozi (2013) No. 1026], Yicheng Xincai and China Pingmei Shenma Group signed the “Equity Transfer Agreement”, and both parties agreed to Pingdingshan Yicheng New Energy Co., Ltd. has an estimated net asset value of RMB 96,668,100 for this equity transaction price.

At present, China Pingmei Shenma Group has all transferred the equity transfer amount of RMB 96,668,100 to Yicheng New Materials Account, and the equity transfer procedure was completed on December 27, 2013. From December 27, 2013, China Pingmei Shenma Group holds 100% equity of Pingdingshan Yicheng New Energy Co., Ltd.

Fourth, the purpose of related transactions and the impact on listed companies

(1) The necessity of connected transactions

Pingdingshan Yicheng New Energy Co., Ltd. is mainly engaged in the development and construction of solar power stations. Its 12.5MW photovoltaic grid-connected power generation project in China Pingmei Shenma Group Electromechanical Equipment Industrial Park has been basically completed, because the construction of the project is to use Chinese flat coal. Shenma Group's subsidiaries are wealthy and idle roofs. In view of the fact that the project's power generation is supplied to the units of China Pingmei Shenma Group, the power station will be sold to China Pingmei Shenma Group, which can earn revenue from power station construction and recycle power station construction. funds.

(2) The related party transaction follows the asset valuation value as the pricing basis and conforms to the market fair value pricing principle.

V. Sponsor's verification opinion

After the above verification, the sponsors issued the verification opinions as follows:

1. According to the asset evaluation report issued by Zhonglian Assets Appraisal Group Co., Ltd. [Zhonglian Baozi (2013) No. 1026], Yicheng Xincai and China Pingmei Shenma Group signed the “Equity Transfer Agreement”. The net asset valuation value of Pingdingshan Yicheng New Energy Co., Ltd. was RMB 96,668,100. At present, China Pingmei Shenma Group has all transferred the equity transfer amount of RMB 96,668,100 to Yicheng New Materials Account, and the equity transfer procedure was completed on December 27, 2013. From December 27, 2013, China Pingmei Shenma Group holds 100% equity of Pingdingshan Yicheng New Energy Co., Ltd. The transaction follows the principles of voluntariness, fairness, and consensus, and does not affect the independence of the company. There is no behavior that harms the interests of the company and minority shareholders.

2. The above-mentioned related party transactions fulfilled the necessary approval procedures, in line with the “Company Law”, “Shenzhen Stock Exchange GEM Listing Rules”, “Guidelines for the Standardized Operation of Listed Companies of the Shenzhen Stock Exchange”, and “Listing on the Shenzhen Stock Exchange” The company's sponsorship guidelines and the "Articles of Association" and other relevant provisions.

3. In summary, the sponsor institution has no objection to the related party transactions.

(There is no text below)

(There is no text on this page, the signature and seal page of Hualin Securities Co., Ltd. on the sale of Pingdingshan Yicheng New Energy Co., Ltd. and related transactions of Henan Xinda New Materials Co., Ltd.)

Sponsor representative signature:

Yang Yanjun, Qiao Xusheng

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