China Securities Co.Ltd(601066)
Verification opinions on related party transactions of the company
In accordance with the requirements of relevant laws, regulations and normative documents such as the measures for the administration of securities issuance and listing recommendation business, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, and the stock listing rules of Shenzhen Stock Exchange (revised in 2022), China Securities Co.Ltd(601066) (hereinafter referred to as the "sponsor") as the sponsor of Grg Banking Equipment Co.Ltd(002152) (hereinafter referred to as the " Grg Banking Equipment Co.Ltd(002152) " or "company") non-public offering of shares, has carefully and prudently verified the company's related party transactions. The details of the verification are as follows:
1、 Overview of related party transactions
(I) basic information of this transaction
Recently, the company received the winning notice jointly issued by Guangdong Electromechanical Equipment Tendering Co., Ltd. and Guangzhou Stock Exchange Group Co., Ltd. the company is the winning supplier of the equipment and supporting services procurement project of Guangzhou artificial intelligence public computing center project, with a transaction amount of 366.788 million yuan.
(II) description of association relationship
The purchaser of this public comparison project, Guangzhou Radio and Television Research Institute Co., Ltd. (hereinafter referred to as "radio and Television Research Institute") is a wholly-owned subsidiary of Guangzhou Radio Group Co., Ltd. (hereinafter referred to as "radio group"), the controlling shareholder of the company. According to the Listing Rules of Shenzhen Stock Exchange, this transaction constitutes a connected transaction.
(III) deliberations of the board of directors
The company held the 18th (Interim) meeting of the 6th board of directors and the 14th (Interim) meeting of the 6th board of supervisors on February 14, 2022, and deliberated and adopted the proposal on undertaking the procurement project of equipment and supporting services and related party transactions of Guangzhou artificial intelligence public computing center project. The above-mentioned connected transactions do not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies. The company has applied to Shenzhen stock exchange for exemption from the deliberation procedure of the general meeting of shareholders of this connected transaction in accordance with the relevant provisions of the stock listing rules of Shenzhen Stock Exchange. This connected transaction does not constitute a violation of the provisions of the measures for the administration of major asset restructuring of listed companies
2、 Basic information of related parties
Company name: Guangzhou Radio and Television Research Institute Co., Ltd
Unified social credit Code: 91440101ma59pfrg45
Type: limited liability company (sole proprietorship of legal person)
Registered capital: 40 million yuan
Legal representative: Pang tie
Date of establishment: June 21, 2017
Address: 22 / F, tower a, Guangdian Pingyun Plaza, No. 163, xipingyun Road, Huangpu Avenue, Tianhe District, Guangzhou
Business scope: research and development of satellite communication technology; Technical development and application of UAV software and hardware; Computer technology development and technical services; Research and development of network technology; Research and development of electronics, communication and automatic control technology; Engineering and technology basic scientific research services; Information and electronic technology services; Siasun Robot&Automation Co.Ltd(300024) system technical service; Service information system integration; Software development; Information technology consulting services; Data processing and storage services; Integrated circuit design.
Ownership structure: radio group holds 100% of its equity.
Financial status: as of December 31, 2021, the total assets are 493497600 yuan and the net assets are 446448400 yuan; In 2021, the operating revenue was 39.2615 million yuan and the net profit was 11.2192 million yuan. (unaudited data) affiliated relationship: Radio and Television Research Institute is an enterprise directly controlled by radio group, which complies with the provisions on affiliated legal persons in article 6.3.3 of the stock listing rules of Shenzhen Stock Exchange.
Other notes: the radio and Television Research Institute continues to operate in accordance with the law, has good production and operation conditions and financial conditions, and its performance ability does not have significant risks, so it is not a person subject to dishonesty.
3、 Main terms of the proposed contract
Through friendly negotiation between the company and radio and Television Research Institute, the main contents of the contract to be signed are as follows:
Party A: Guangzhou Radio and Television Research Institute Co., Ltd
Party B: Grg Banking Equipment Co.Ltd(002152)
1. Project content
Party A entrusts Party B to be responsible for the planning, design, development and implementation of the equipment and supporting services procurement project of Guangzhou artificial intelligence public computing center of Guangzhou Radio and Television Research Institute Co., Ltd. (hereinafter referred to as "the project" or "the project"), providing software and hardware configuration, software programming, cloud platform construction, system development, installation, commissioning, online, operation and maintenance And technical training, after-sales service, etc. Party A shall provide Party B with professional services in strict accordance with the contract, specifications and annexes.
2. Total contract price: the total contract price is a fixed total price including tax of 366.788 million yuan.
3. Payment method
The contract payment shall be paid by Party A to Party B in installments. The specific payment method and time are as follows:
3.1 when the contract takes effect, Party B shall submit a bank performance guarantee with an amount of 5% of the contract price to Party A, that is, RMB 18339400.
3.2 the contract price shall be paid in the following ways:
(1) Within one month after signing the contract, Party B shall pay 10% of the total contract amount as advance payment. Before payment, Party B shall provide Party A with a special invoice for compliant value-added tax of the same amount.
(2) When all the project equipment arrives, Party B shall submit a payment application and pay 20% of the contract amount within 15 working days after being approved by Party A; Before payment, Party B shall provide Party A with a special invoice for compliant value-added tax of the same amount. (3) After the preliminary acceptance of the project is completed, Party B shall submit the application for payment, which shall be paid to 25% of the contract amount within 15 working days after being approved by Party A; Before payment, Party B shall provide Party A with a special invoice for compliant value-added tax of the same amount. (4) After the completion acceptance of the project, Party B shall submit an application for payment, which shall be paid to 38% of the contract amount within 15 working days after being approved by Party A; Before payment, Party B shall provide Party A with a special invoice for compliant value-added tax of the same amount. (5) 68% of the contract amount will be paid before November 30 after the project is completed and accepted; Before payment, Party B shall provide Party A with a special invoice for compliant value-added tax of the same amount.
(6) 90% of the contract amount shall be paid before November 30 of the third year after the completion acceptance of the project; Before payment, Party B shall provide Party A with a special invoice for compliant value-added tax of the same amount.
(7) 100% of the contract amount shall be paid within 30 days after the expiration of the project warranty period; Before payment, Party B shall provide Party A with a special invoice for compliant value-added tax of the same amount.
4. Project duration:
4.1 the construction period of the whole process of the project (from the commencement to the completion of the joint commissioning and trial operation of the whole system) is tentatively determined as 9 months through consultation between Party A and Party B. the specific commencement time shall be subject to the date when Party B receives the formal written notice of commencement from Party A; At the same time, in combination with the project construction, Party A and Party B can appropriately adjust the construction cycle time through consultation.
4.2 if the construction period is delayed due to Party B, Party B shall pay liquidated damages to Party A according to 2 ‰ of the total contract price for each overdue day. If it is overdue for 50 days, Party A has the right to unilaterally terminate the contract, which does not exempt Party B from the corresponding liability for breach of contract. For the work implemented by Party B, Party A and Party B shall make settlement according to the actual situation.
5. Ownership of work results
5.1 the "work results" mentioned in this article refers to all the work results formulated, created, designed, developed and produced by Party B for Party A in order to perform this contract. After the project contract is signed, the work results shall be fully owned, used and controlled by Party A. Party A has the right to carry out follow-up development of the work results, and the resulting new work results with the characteristics of substantive or creative technological progress and the right to use and transfer belong to Party A. Party B hereby unconditionally and irrevocably transfers to Party A all rights and interests in any work results, including but not limited to copyright and other intellectual property rights.
5.2 even if Party B fails to complete the overall development task, the work results of some developed software contents shall also belong to Party A.
5.3 after the completion of acceptance, if Party B makes necessary expansion or deletion of the system in the operation and maintenance stage within the validity of the contract according to the requirements of Party A, the work results after expansion or deletion shall still belong to Party A. 5.4 Party B promises to obtain intellectual property rights for Party A through this project, including no less than 30 software copyrights and invention patents (including no less than 10 invention patents).
6. Party B guarantees
6.1 Party B guarantees that all services provided to Party A and all work results delivered will not infringe the intellectual property rights and other legitimate rights and interests of any third party.
6.2 if any third party accuses Party A of using the results or services of this contract to infringe its intellectual property rights or other rights and interests, Party B shall defend Party A or assist Party A at its own expense. If Party A is finally judged or ruled by the judicial organ or arbitration organ to constitute an infringement and needs compensation, or Party A makes a settlement with the accuser with the consent of Party B, all losses caused to Party A (including but not limited to defense fees, lawyer fees, compensation fees, etc.) shall be borne by Party B.
7. Liability for breach of contract
7.1 joint commissioning of software and hardware equipment: Party B shall eliminate faults or solve problems within a reasonable period of time. If the above faults or problems affect the realization of the basic functions and objectives of the software, and the time for troubleshooting or dealing with the problems exceeds 7 days, Party B shall be deemed to have breached the delivery. For each occurrence, Party B shall pay liquidated damages at 1% of the contract price. After deducting the liquidated damages, party a still has the right to require Party B to continue to perform its obligations according to the contract or make rectification within a time limit.
7.2 no matter how agreed in other terms of the contract, to the maximum extent permitted by law, the total compensation liability of one party to the other party for all claims based on the contract due to the latter's loss or damage shall not exceed the total amount payable by Party A under the contract, regardless of the cause of the liability, including but not limited to breach of contract, tort Misrepresentation or breach of statutory obligations, and neither party shall be liable for any indirect losses of the other party. No matter how agreed in other terms of the contract, the cumulative total amount of liquidated damages to be borne by either party under the contract shall not exceed 10% of the total price of the contract. If either party violates the confidentiality obligation of this contract, the total compensation liability of the other party for all claims of the breaching party shall not be limited by the total amount payable by Party A under this contract.
7.3 in the process of project implementation, if Party B changes the project manager, deputy project manager and module leader without the consent of Party A, it shall be deemed as Party B's breach of contract, and a penalty of 10000 yuan per person / time shall be imposed, and Party A has the right to deduct it from the contract price.
7.4 if Party B fails to perform or fully perform the contract for more than 7 days without force majeure or Party A's reason, it shall be deemed as a general breach of contract; If it exceeds 30 days, in addition to paying liquidated damages, Party A has the right to terminate this contract and require Party B to compensate for the losses caused by breach of contract.
7.5 during the performance of the contract, if Party B cannot truly realize "the platform shall be designed with an open and compatible architecture to meet the requirements of multi-core access and pipe delivery, open the North-South interface, be responsible for the adaptation and transformation of the local interface, and realize the access of the development framework of the third-party supplier" The penalty for breach of contract is 10% of the total contract value of the project.
7.6 during the warranty period, Party A has the right to assess Party B's technical services. If Party B fails to provide corresponding technical support and services according to Party A's requirements, 20% of the quality deposit agreed in the contract shall be deducted each time. Party A will notify Party B of the deduction in writing.
7.7 during the five-year maintenance service period, Party A has the right to assess Party B's technical services. If Party B fails to provide corresponding technical support and services according to Party A's requirements, 20% of the total quality assurance deposit will be deducted each time. Party A will notify Party B of the deduction in writing.
7.8 if Party B fails to achieve the goal of intellectual property achievement within the agreed time, the penalty for each missing item shall be 50000 yuan / time.
7.9 Party B shall bear general liability for breach of contract to Party A for other acts in violation of the contract, and the penalty for breach of contract is 10000 yuan / time.
7.10 Party B's three general liabilities for breach of contract are equivalent to one serious liability for breach of contract, and the penalty for breach of contract is 20000 yuan / time.
7.11 if either party fails to perform its obligations under this contract or fails to perform its obligations in accordance with the agreement, it shall bear the liability for breach of contract such as continuous performance, remedial measures or compensation for losses.
7.12 the standard for the breaching party to bear the liability for breach of contract, if there is an agreement in the contract, the agreement shall prevail; If there is no specific agreement, it shall be implemented in accordance with the provisions of laws and regulations.
8. All disputes arising from or in connection with this contract shall be settled through friendly negotiation between Party A and Party B. If the negotiation fails, either party may bring a lawsuit to the people's Court of Tianhe District, Guangzhou.
9. This contract shall come into force after being signed (or sealed) and sealed by the legal representatives (principals) or authorized representatives of both parties.
4、 Transaction purpose and impact of transaction on Grg Banking Equipment Co.Ltd(002152)
As an important infrastructure in the field of artificial intelligence, Guangzhou artificial intelligence public computing center will become an important part of Guangzhou as a national experimental area for the innovation and development of a new generation of artificial intelligence in the future, promote the agglomeration of relevant upstream and downstream enterprises of artificial intelligence, quickly form an industrial ecosystem, and promote the coordinated development of artificial intelligence and digital industry in Guangzhou. After its completion, it will have important strategic significance for scientific research and industrial application in the field of artificial intelligence in China.
At present, the company focuses on the two main lines of financial technology and urban intelligence, and the coordinated development of four artificial intelligence elements: layout data, computing power, algorithm and scene. Through digital transformation, the company is committed to becoming a "leading enterprise in the application of artificial intelligence industry". If the project can be signed and implemented smoothly, it will have a positive impact on the company's future business performance and provide more experience for the development of subsequent projects.
The related party transactions formed due to public comparison and selection belong to normal business behavior. The transaction pricing method is objective and fair. There is no damage to the interests of the company and shareholders, and will not have an adverse impact on the current and future financial status and operating results of the company. This related party transaction will not affect the independence of the company, and the company's main business does not rely on related parties due to this kind of transaction.
5、 From the beginning of this year to the disclosure date, the total amount of various related party transactions that have occurred between the company and the related person
From the beginning of this year to the disclosure date, the total amount of various related party transactions between the company and its subsidiaries and radio and Television Research Institute was 211681.40 yuan.
6、 Decision making procedures for related party transactions and prior approval and independent opinions of independent directors
(I) deliberations of the board of directors
On February 14, 2022, the company held the 18th (Interim) meeting of the sixth board of directors, deliberated and approved the proposal on undertaking the procurement project of equipment and supporting services and related party transactions of Guangzhou artificial intelligence public computing center project, and the related directors of the company avoided voting on this matter. The company has issued the certificate of
