Shenwan Hongyuan Group Co.Ltd(000166) securities underwriting and recommendation Co., Ltd
About Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083)
Forecast of daily related party transactions in 2022
Verification opinions
Shenwan Hongyuan Group Co.Ltd(000166) securities underwriting sponsor Co., Ltd. (hereinafter referred to as ” Shenwan Hongyuan Group Co.Ltd(000166) underwriting sponsor” or “sponsor”) is a sponsor of Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) (hereinafter referred to as ” Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) ” and “company”) issuing shares to specific objects and listing on the gem, In accordance with the requirements of relevant laws and regulations such as the measures for the administration of securities issuance and listing recommendation business, the guidelines for self-regulation and supervision of listed companies of Shenzhen Stock Exchange No. 13 – recommendation business, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for self-regulation and supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, The expected events of daily related party transactions in Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) 2022 were verified. The specific verification conditions are as follows:
1、 Basic information of related party transactions
(I) overview of daily connected transactions
The company held the 26th meeting of the 5th board of directors on February 18, 2022. The meeting deliberated and adopted the proposal on the prediction of daily connected transactions in 2022. According to the production and operation needs of the company and its subsidiaries, It is planned to have related party transactions with Shenzhen Jiayi Precision Automation Technology Co., Ltd. (hereinafter referred to as “Jiayi precision”) and Shenzhen jinchuangzhi Finance Leasing Co., Ltd. (hereinafter referred to as “jinchuangzhi”) in batches in 2022 (from January 1 to December 31, 2022). It is expected that the amount of daily related party transactions between the company and related parties in 2022 will not exceed 205 million yuan.
According to the relevant provisions of the Shenzhen Stock Exchange GEM Listing Rules and the articles of association, if the estimated amount of the company’s daily connected transactions in 2022 does not reach more than 5% of the absolute value of the company’s latest audited net assets, it can be deliberated by the board of directors of the company without submitting it to the general meeting of shareholders for deliberation.
(II) category and amount of estimated related party transactions
In combination with the needs of the company’s business development and in accordance with the provisions of the Shenzhen Stock Exchange GEM Listing Rules and the Shenzhen Stock Exchange listed companies self regulatory guidelines No. 2 – standardized operation of GEM listed companies and other rules, the daily related party transactions of the company in 2022 are expected to be as follows:
Related party transactions related party 2022 estimated 2021 actual 2021 estimated
Amount between contents
Purchased goods: Shenzhen jiayijing no more than 50 million yuan, 2.209 million yuan, no more than 30 million yuan
Dense automation technology
Rental Property Co., Ltd. does not exceed 5 million yuan —
Customers purchase Shenzhen Jinchuang Zhirong by means of direct financial leasing of newly purchased equipment
For equipment purchase, the public capital Leasing Co., Ltd. shall not exceed 150 million yuan, 2.752 million yuan and 130 million yuan, and the ownership of the company’s equipment and products shall be transferred to jinchuangzhi.
Total – not more than 205 million yuan, 4906100 yuan and not more than 160 million yuan
2、 Basic information of related parties
(I) Jiayi precision
1. Basic information
Company name: Shenzhen Jiayi Precision Automation Technology Co., Ltd
Legal representative: Zhou Ye
Registered capital: 11.904763 million yuan
Business scope: general business items are: R & D and sales of electromechanical equipment and components, automation equipment, security equipment and components, filing cabinet and office equipment; R & D and sales of new environmental protection building materials (excluding hazardous chemicals); Sales of hardware products, automation components and clothing; Truck rental; Self owned house leasing and property management., The licensed business items are: the production of electromechanical equipment and components, automation equipment, security equipment and components, filing cabinets and office equipment; Production and sales of automatic mask machine, mask production and sales.
Address: the first, second and third floors of plant 3, Huarong Lutai science and Technology Industrial Park, Langkou community, Dalang street, Longhua District, Shenzhen
2. Relationship with listed companies
Ms. Ling Hui, who acted in concert with Mr. Xia Jun, a shareholder holding more than 5% of the company, served as a director of Shenzhen Jiayi Precision Automation Technology Co., Ltd. according to the Listing Rules of gem shares of Shenzhen Stock Exchange, Shenzhen Jiayi Precision Automation Technology Co., Ltd. is a related party of the company.
3. Performance capability analysis
Jiayi precision continues to exist in accordance with the law, operates normally, is in good financial condition and has the ability to perform the contract.
4. Financial situation
According to the unaudited financial data, as of December 31, 2021, Jiayi precision had total assets of 102.4111 million yuan and net assets of 6.5883 million yuan; In 2021, Jiayi precision had an operating revenue of 7.475 million yuan and a net profit of 1.8949 million yuan.
(II) Jin Chuangzhi
1. Basic information
Company name: Shenzhen jinchuangzhi Financial Leasing Co., Ltd
Legal representative: Zeng Guoquan
Registered capital: 80 million yuan
Business scope: general business items: financial leasing business; charter business; Purchase of leased property from outside China; Disposal and maintenance of the residual value of the leased property; Consultation and guarantee related to financial leasing transactions; Concurrently engaged in commercial factoring business related to the main business of financial leasing.
Address: Room 201, building a, No. 1, Qianwan 1st Road, Qianhai Shenzhen Hong Kong cooperation zone, Shenzhen (settled in Shenzhen Qianhai business secretary Co., Ltd.)
2. Relationship with listed companies
Mr. Xia Jun, the chairman of the company, Mr. Wang Jian, the director and Ms. Wang Qiong, the supervisor of the company, served as the directors of Shenzhen jinchuangzhi Finance Leasing Co., Ltd. Ms. Ling Hui, who acted in concert with Mr. Xia Jun, the shareholder holding more than 5% of the company, served as the supervisor of Shenzhen jinchuangzhi Finance Leasing Co., Ltd. Shenzhen jinchuangzhi Financial Leasing Co., Ltd. is a related party of the company in accordance with the provisions of the Listing Rules of Shenzhen Stock Exchange on the gem.
3. Performance capability analysis
Jin Chuangzhi exists in accordance with the law, operates normally, is in good financial condition, and has the ability to perform the contract.
4. Financial situation
According to the unaudited financial data, as of December 31, 2021, jinchuangzhi had total assets of 65.0182 million yuan and net assets of 50.1083 million yuan; In 2021, jinchuangzhi had an operating income of 32.074 million yuan and a net profit of 1.1226 million yuan.
3、 Main contents of related party transactions
1. Signing of related party transaction agreement: the board of directors of the company authorizes the management of the company to adjust and use the specific transaction amount with each related party according to the actual business needs within the estimated total amount of this daily related party transaction, confirm the specific agreement content with each related party and handle the signing of the agreement. The agreement content shall comply with the provisions of relevant laws and regulations.
2. Pricing policy and pricing basis: the transaction price shall be determined by both parties through negotiation according to the market price in strict accordance with the company’s procurement / sales policy and the principles of voluntariness, equality, mutual benefit, fairness and fairness.
3. Payment basis and payment method: the transaction funds shall be paid / received by bank transfer or bank acceptance in different batches according to the terms of the agreement.
4. Source of funds: self owned funds of the company and its subsidiaries.
4、 Purpose and impact of related party transactions on the company
The related party transactions between the company and its subsidiaries and Jiayi precision and jinchuangzhi belong to normal commercial transactions, which is conducive to ensuring the normal production and operation of the company.
This connected transaction of the company meets the development needs of the company’s main business and has no impact on the independence of the company’s main business. This connected transaction will follow the principles of voluntariness, equality, mutual benefit, fairness and fairness, which is in line with the interests of the company and all shareholders.
5、 Deliberation opinions
1. Prior approval opinions of independent directors
After careful review, the independent directors of the company issued their prior approval opinions in the “prior approval opinions of independent directors on matters related to the 26th meeting of the Fifth Board of directors”. The independent directors of the company believe that:
The company and its subsidiaries carry out daily related party transactions based on the needs of production and operation, and the transaction pricing is determined according to the market price. There is no damage to the interests of the company and shareholders, especially small and medium-sized shareholders. It will not affect the independence of the company.
To sum up, we unanimously agree to submit the above matters to the 26th meeting of the 5th board of directors of the company for deliberation. At the same time, when the board of directors votes on the proposal, the related directors shall withdraw as required.
2. Opinions of the board of directors
On February 18, 2022, the company held the 26th meeting of the 5th board of directors. The affiliated directors Mr. Xia Jun and Mr. Wang Jian avoided voting, and the non affiliated directors deliberated and adopted the proposal on the budget of daily connected transactions in 2022 with 4 affirmative votes, 0 negative votes and 0 abstention votes, It is agreed that the company and its subsidiaries have related party transactions with related parties Shenzhen Jiayi Precision Automation Technology Co., Ltd. and Shenzhen jinchuangzhi Financial Leasing Co., Ltd. in 2022.
3. Opinions of the board of supervisors
After verification, the board of supervisors of the company believes that the related party transactions of the company and its subsidiaries are for the needs of production and operation, have fulfilled the review procedures specified in relevant laws and regulations, follow the principles of voluntariness, equality, mutual benefit, fairness and fairness, and are in line with the interests of the company and all shareholders.
4. Independent opinions of independent directors
After careful review, the independent directors of the company expressed their independent opinions in the independent directors’ independent opinions on matters related to the 26th meeting of the Fifth Board of directors. The independent directors of the company believe that:
The daily connected transactions in 2022 considered by the board of directors of the company are expected to be the normal business transactions between the company and related parties in the process of production and operation, which is conducive to ensuring the normal production and operation of the company. When the board of directors of the company considered the proposal of connected transactions, the connected directors have avoided voting according to law, and their voting procedures comply with the provisions of relevant laws and regulations. We believe that the company’s daily connected transactions in 2022 are expected to be fair and reasonable, and there is no damage to the interests of the company and shareholders, especially small and medium-sized shareholders. We agree with the proposal of the company’s daily connected transactions in 2022.
6、 Verification opinions of the recommendation institution
After verification, the recommendation institution believes that:
The above related party transactions have been deliberated and approved by the board of directors and the board of supervisors of the company, and the related directors have withdrawn from voting. The independent directors of the company have confirmed the transaction in advance, issued explicit consent opinions, fulfilled the necessary approval procedures, and complied with the relevant laws and regulations such as the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies, and the articles of association Regulations and normative documents. The above daily connected transactions are expected to follow the principles of fairness, impartiality and openness. There is no damage to the interests of minority shareholders and will not affect the independence of the company. The recommendation institution has no objection to the company’s related party transactions.
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