Anxin Securities Co., Ltd
About Zhejiang Crystal-Optech Co.Ltd(002273)
Verification opinions on the purchase of equipment assets and related party transactions
Anxin Securities Co., Ltd. (hereinafter referred to as “Anxin securities” or “sponsor”) as a sponsor of Zhejiang Crystal-Optech Co.Ltd(002273) (hereinafter referred to as ” Zhejiang Crystal-Optech Co.Ltd(002273) ” or “company”) non-public offering of shares in 2020, The Zhejiang Crystal-Optech Co.Ltd(002273) purchase of equipment assets and related party transactions were verified in accordance with the relevant provisions of the measures for the administration of securities issuance and listing recommendation business, the stock listing rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies, And made the following comments:
1、 Overview of related party transactions
1. Zhejiang Crystal-Optech Co.Ltd(002273) for production needs, it is proposed to purchase coating equipment from the company’s joint-stock company Co., Ltd. (hereinafter referred to as “Japan Guangchi”), with a total transaction amount of 808.18 million yen (about 44.462 million yuan at the exchange rate on February 10, 2022), accounting for 0.79% of the company’s audited net assets in 2020. 2. According to the relevant provisions of the stock listing rules of Shenzhen Stock Exchange (revised in 2022), the company holds 15.09% of the equity of Japan Guangchi and is the largest shareholder. Mr. Lin min, chairman of the company, serves as a director of Japan Guangchi. The above transactions constitute related party transactions.
3. This related party transaction has been deliberated and approved at the second meeting of the sixth board of directors held on February 10, 2022, and Mr. Lin min, a related director, avoided voting. The independent directors gave their prior approval opinions and independent opinions on the related party transactions, and the sponsor issued verification opinions. For details, please refer to the information disclosure website cninfo.com（ http://www.cn.info.com.cn. ）。
4. The amount of this connected transaction exceeds 30 million yuan and reaches 0.5% of the company’s latest audited net assets. This connected transaction needs to be submitted to the board of directors for deliberation, but it does not need to be submitted to the general meeting of shareholders for deliberation and approval.
5. This related party transaction does not constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies, and does not need to be approved by relevant departments.
2、 Basic information of related parties
1. Introduction to related parties
Company name: Co., Ltd
English Name: optorun Co., Ltd
Stock abbreviation: オプトラン
Stock Code: 6235
Date of establishment: August 25, 1999
Capital: 400 million yen
Representative: Lin Weiping
Registered address: 1, shifandi 10, takeno, Chuanyue City, Saitama Prefecture, Japan
Enterprise legal person No.: 0300-01-056764
Business scope: 1. Manufacturing, sales, import and export of vacuum film-forming products; 2. Manufacturing, sales, import and export of vacuum film-forming devices and peripheral equipment; 3. Maintenance business of vacuum film-forming devices and peripheral equipment; 4. Design, sales, import and export of devices using vacuum film-forming products; 5. Consulting business related to vacuum film-forming technology; 6 All businesses related to the above items.
2. Main financial data of the latest year and period:
Unit: RMB 10000
2020 / January September 2021/
December 31, 2020 September 30, 2021
(audited) (audited)
Total assets 343544.11 354878.85
Net assets 249879.65 248399.55
Operating income 243106.31 127559.66
Net profit 43940.39 25772.61
3. Relationship with the company: the company holds 15.09% of the equity of Japan Guangchi and is the largest shareholder. Mr. Lin min, chairman of the company, serves as the director of Japan Guangchi, which is an affiliated party of the company.
4. Japan Guangchi does not belong to the person who has broken his promise.
3、 Basic information of related party transactions
Japan Guangchi is mainly engaged in the R & D, production and sales of coating equipment and core components of equipment in optical, touch panel and other industries. Precision coating equipment is the main product of Japan Guangchi, and its market share ranks among the top in the world. The company plans to purchase coating equipment from Guangchi, Japan, with a total transaction amount of 808.18 million yen.
4、 Pricing policy and basis of transaction
The transaction follows the principles of marketization and fairness. The total amount of the transaction is determined to be 808.18 million yen (about 44.462 million yuan at the exchange rate on February 10, 2022).
5、 Main contents of the transaction agreement
1. Subject matter and price of the agreement: the subject matter of the agreement is the optical coating machine, with a total amount of 808.18 million yen. 2. Payment method, term and conditions: both the buyer and the Seller shall pay by telegraphic transfer (T / T) or letter of credit (L / C) through the bank account provided by the seller. The buyer shall pay the equipment payment in installments.
6、 Transaction purpose and impact
The company plans to purchase coating equipment from Japan Guangchi, which is conducive to the company’s capacity expansion, accelerating the upgrading of product structure, improving profitability, ensuring the sustainable development of the company’s optical business, and will have a positive impact on the company’s future business performance.
7、 From the beginning of this year to the disclosure date, the total amount of various related party transactions with the related person has occurred
From the beginning of this year to the disclosure date of this announcement, the company has no related party transactions with Japan Guangchi.
8、 Prior approval and independent opinions of independent directors
(I) prior approval opinions on related party transactions
We communicated with the company in advance on this connected transaction and carefully reviewed the proposal on the company’s purchase of equipment assets and connected transactions to be submitted to the second meeting of the sixth board of directors of the company for deliberation. After full discussion, we believe that:
The related party transaction arising from the company’s purchase of coating equipment from Japan Guangchi is a normal commercial transaction. Its transaction pricing follows the principles of openness, fairness, impartiality and marketization. The transaction price is fair and reasonable, and there is no situation that damages the interests of the company and its shareholders, especially small and medium-sized shareholders; This related party transaction will have a positive impact on the company’s production and operation, help to further enhance the sustainable development ability of the company’s optical business, and comply with the interests of all shareholders and the company’s long-term development strategy.
We agree to submit the proposal on the company’s purchase of equipment assets and related party transactions to the second meeting of the sixth board of directors of the company for deliberation and voting, and Mr. Lin min, a related director of the company, shall withdraw as required.
(II) independent opinions on related party transactions
After careful verification, we believe that this connected transaction has been approved by independent directors in advance before being submitted to the board meeting of the company for deliberation; When the board of directors of the company considered the related party transaction, Mr. Lin min, a related director, has avoided voting, and the voting procedure is legal and compliant, in line with the relevant provisions of the regulatory authorities and relevant laws and regulations; The pricing of this related party transaction follows the principles of marketization and fairness. The transaction price is fair and reasonable. Its implementation meets the development needs of the company and the interests of the company and all shareholders. There is no situation that damages the interests of the company and its shareholders, especially small and medium-sized shareholders. We have no objection to the company’s purchase of equipment assets and related party transactions.
9、 Relevant review procedures
On February 10, 2022, the company held the second meeting of the sixth board of directors, which deliberated and passed the proposal on the company’s purchase of equipment assets and related party transactions. Mr. Lin min, the related director, avoided voting, and the independent director issued prior approval opinions and independent opinions on the related party transactions.
10、 Verification opinions of the recommendation institution
After verification, the sponsor believes that the pricing of this related party transaction follows the principles of openness, fairness, impartiality and marketization, the transaction price is fair and reasonable, and there is no situation that damages the interests of the company and its shareholders, especially the minority shareholders. This related party transaction is conducive to further enhance the sustainable development ability of the company’s optical business, have a positive impact on the company’s production and operation, and is in line with the interests of all shareholders and the company’s long-term development strategy.
The company’s purchase of equipment and assets has been deliberated and approved at the second meeting of the sixth board of directors. The independent directors of the company confirmed the transaction in advance and expressed clear consent. Its contents and deliberation procedures are in line with the company law, the measures for the administration of securities issuance and listing recommendation business, the stock listing rules of Shenzhen Stock Exchange (revised in 2022), the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and other relevant regulations and normative documents, as well as the provisions of the articles of association.
Anxin securities has no objection to the company’s purchase of equipment assets and related party transactions.
(no text below)
(there is no text on this page, which is the signature page of the verification opinions of Anxin Securities Co., Ltd. on Zhejiang Crystal-Optech Co.Ltd(002273) purchase of equipment assets and related party transactions) sponsor representative:
Xu en, Zhang Xihui
Anxin Securities Co., Ltd
