China Greatwall Securities Co.Ltd(002939)
About Shenzhen Minde Electronics Technology Ltd(300656)
Verification opinions on the prediction of daily connected transactions in 2022
China Greatwall Securities Co.Ltd(002939) (hereinafter referred to as " China Greatwall Securities Co.Ltd(002939) " or "recommendation institution") as a recommendation institution for Shenzhen Minde Electronics Technology Ltd(300656) (hereinafter referred to as " Shenzhen Minde Electronics Technology Ltd(300656) " or "company") to issue shares to specific objects in 2021, according to the administrative measures for securities issuance and listing recommendation business of China Securities Regulatory Commission and the GEM Listing Rules of Shenzhen Stock Exchange According to the requirements of laws, regulations and normative documents such as self regulatory guidelines for listed companies on the Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on the gem, self regulatory guidelines for listed companies on the Shenzhen Stock Exchange No. 13 - recommendation business, the daily connected transactions in Shenzhen Minde Electronics Technology Ltd(300656) 2022 have been carefully verified. The specific circumstances are as follows:
1、 Overview of related party transactions
(I) transaction content
1. Fujian Newland Digital Technology Co.Ltd(000997) Payment Technology Co., Ltd. (hereinafter referred to as " Newland Digital Technology Co.Ltd(000997) payment"), Fujian Newland Digital Technology Co.Ltd(000997) Automatic Identification Technology Co., Ltd. (hereinafter referred to as " Newland Digital Technology Co.Ltd(000997) identification"), Jiangsu Zhilian Tiandi Science & Technology Co.Ltd(600582) Co., Ltd. (hereinafter referred to as "Jiangsu Zhilian Tiandi") and other companies are corporate customers, mainly purchasing micro laser scanning engines and related supporting products from the company. Newland Digital Technology Co.Ltd(000997) (hereinafter referred to as " Newland Digital Technology Co.Ltd(000997) ") is a shareholder holding more than 5% of the company's shares and a related party of the company; Newland Digital Technology Co.Ltd(000997) payment, Newland Digital Technology Co.Ltd(000997) identification and Jiangsu Zhilian Tiandi are Newland Digital Technology Co.Ltd(000997) subsidiaries; Therefore, the transactions between the company and Newland Digital Technology Co.Ltd(000997) payment, Newland Digital Technology Co.Ltd(000997) identification, Jiangsu Zhilian Tiandi and other companies constitute related party transactions. According to the estimates of both buyers and sellers, the company expects that the sales amount to related parties Newland Digital Technology Co.Ltd(000997) identification, Newland Digital Technology Co.Ltd(000997) payment, Jiangsu Zhilian Tiandi and other companies in 2022 will not exceed 3 million yuan (the following transaction amounts are tax exclusive).
2. Shenzhen haiyada Digital Technology Co., Ltd. (hereinafter referred to as "haiyada digital technology") is a joint-stock company of the company. Its main business is full-automatic warehouse management solutions and mobile application solutions. It is a customer of the company. At the same time, the company also purchases data collectors and other products from haiyada digital technology. Haiyada digital technology is a joint venture of the company, so the transactions between the two parties constitute related party transactions. According to the estimates of both buyers and sellers, the sales amount of the company to the related party haiyada digital technology in 2022 will not exceed 1 million yuan and the purchase amount will not exceed 4 million yuan.
3. Zhejiang Jingrui Electronic Technology Co., Ltd. (hereinafter referred to as "Jingrui Electronics") is a joint-stock company of the company. Its main business is the R & D, manufacturing and sales of high-performance silicon epitaxial wafers; Guangwei integration technology (Shenzhen) Co., Ltd. (hereinafter referred to as "Guangwei integration"), the holding subsidiary of the company, plans to purchase epitaxial wafers and other raw materials from Jingrui electronics. Jingrui electronics is a joint venture of the company, so the transaction between Guangwei integration and Jingrui electronics constitutes a connected transaction. According to the estimates of both buyers and sellers, Guangwei integration expects to purchase no more than 18 million yuan of raw materials from related party Jingrui electronics in 2022.
The total amount of the above transactions is 26 million yuan. The estimated transaction amount between the company and the above related parties does not exceed 30 million yuan and does not reach 5% of the absolute value of the company's latest audited net assets, so it is not necessary to submit it to the general meeting of shareholders for deliberation.
(II) category and amount of estimated related party transactions
Unit: 10000 yuan
Related party transactions the amount of related party transaction contracts signed in related party transactions as of the disclosure date. The principle of easy pricing or estimated amount of related parties in the previous year is that the amount generated from the amount that has occurred
The purchase data of haiyada digital is set at 400.00 in the market -- the price principle of related products such as herringbone technology concentrator
Procurement of raw materials, wide and micro integrated procurement market
Material Jingrui electronic purchase epitaxial wafer original price principle 1800.00 85.79 155.74 material
Subtotal 2200.00 85.79 155.74
Newland Digital Technology Co.Ltd(000997) and bar code reading equipment market set the price of products such as 300.00 - 17.01 to related parties and their subsidiaries
Sales products, haiyada digital sales bar code identification Market
Commodity word technology reading related electronic price principle 100.00 1.40 0.53 device
Subtotal 400.00 1.40 17.54
Total 2600.00 87.19 173.28
(III) actual occurrence of daily related party transactions in the previous year
Unit: 10000 yuan
Actual occurrence
Difference between the actual expected amount of related parties and related parties in the proportion of similar amount and the amount of business generated by the expected disclosure date and index easy content
（％） （%）
Wide micro set
Purchase 155.74 1500.00 3.65% - 89.62% from related Jingrui Electronics: estimated price of daily raw materials related party transactions of sub epitaxial wafers purchased by customs in 2021
Subtotal 155.74 1500.00 3.65% - 89.62% announcement (2021-020)
Newland Digital Technology Co.Ltd(000997) barcode identification proposal on adding 2021 and its sub reading equipment 17.01 600.00 0.13% - 97.17% annual daily affiliated delivery to the company and other products easy to predict
Read relevant information from related bar code identification (2021-078) and Customs Sales haiyada
0.53 0.00 0.00% of product and business digital division - Announcement on adjusting the pre product count of daily related party transactions of technology and electronics in 2021
Subtotal 17.54 600.00 0.13% - 97.08% (2021-087)
The board of directors of the company confirmed the company's purchase and sales strategy of adjusting the occurrence and expectation in a timely manner according to the actual market demand and changes in the daily operation process. Therefore, there is a certain difference between the estimated amount and the actual situation.
Description of differences (if applicable) the independent directors of the company have a large difference between the actual amount of daily related party transactions expected by the company in 2021 and the expected amount of daily related party transactions, which is mainly due to the company's adjustment according to the market changes, and there is no description of the differences between shareholders (if applicable), especially the interests of minority shareholders, There is no adverse impact on the company's continuous operation ability and independence.
Note: the daily related party transaction data of the company in 2021 has not been audited, and the actual amount shall be subject to the audit report.
2、 Introduction and relationship of related parties
(I) Newland Digital Technology Co.Ltd(000997) and its subsidiaries
1、 Newland Digital Technology Co.Ltd(000997)
Legal representative: Wang Jing
Enterprise type: joint stock limited company (listed, invested or controlled by natural person)
Unified social credit Code: 91350000154586155b
Registered address: No. 1, Rujiang West Road, Mawei District, Fuzhou
Registered capital: 1032062937 yuan
Date of establishment: June 28, 1999
Business scope: data processing and storage; Computer technology services and information services; Manufacturing, sales and leasing of electronic computers and their external equipment and tax controlled cash registers; Development, production and sales of mobile communication and terminal equipment; Mobile phone R & D, design, production, sales and communication product consulting services; Development, production and sales of electronic products; Highway computer toll collection, monitoring, system design, consultation, installation and commissioning; Electromechanical and fire engineering design; Electromechanical engineering construction; Fire engineering construction; Fire fighting equipment sales; Design and construction of Intelligent Building Engineering (excluding security products); Investment in electronic products industry; Foreign trade; R & D and sales of electronic cash register scale; Manufacture of electronic cash register scale.
As of September 30, 2021, Newland Digital Technology Co.Ltd(000997) had total assets of 10815063364.40 yuan and net assets attributable to shareholders of the listed company of 6054458714.22 yuan; In the first three quarters of 2021, the operating income was 5415574780.82 yuan, and the net profit attributable to the shareholders of the listed company was 495567367.92 yuan. (data Unaudited)
2. Fujian Newland Digital Technology Co.Ltd(000997) Automatic Identification Technology Co., Ltd
Legal representative: Guo Dong
Enterprise type: limited liability company (sole proprietorship of legal person invested or controlled by natural person)
Unified social credit Code: 91350105705132062w
Registered address: No. 1, Rujiang West Road, Mawei District, Fuzhou ( Newland Digital Technology Co.Ltd(000997) science and Technology Park) (in the pilot Free Trade Zone) registered capital: 100 million yuan
Date of establishment: July 14, 1999
Business scope: manufacturing, research, development and sales of electronic products, bar code equipment and automatic identification equipment, and research, development and sales of high-tech products. Provide relevant technical and information consulting services. Network engineering construction. Self operated and acting as an agent for the import and export of various commodities and technologies, except for the commodities and technologies that the state restricts the company to operate or prohibits the import and export. (where the above business scope involves national special franchise provisions, its provisions shall prevail) (for projects that need to be approved according to law, business activities can be carried out only with the approval of relevant departments)
3. Fujian Newland Digital Technology Co.Ltd(000997) Payment Technology Co., Ltd
Legal representative: Lin Jian
Enterprise type: limited liability company (sole proprietorship of legal person invested or controlled by natural person)
Unified social credit Code: 913501055978878972
Registered capital: 170 million yuan
Date of establishment: June 20, 2012
Business scope: technology development, production, sales, leasing and services of payment acceptance equipment, transaction security equipment and electronic products; Development, production, sales and leasing of intelligent terminal equipment, mobile communication terminal equipment and wireless communication transmission equipment; Integration, development and sales of electronic payment, online financial services and other systems; Development, production, wholesale and retail of computer software and hardware technology; Computer technology consulting services; Market Research and socio-economic information consultation (excluding finance, securities and futures); Self operated or acting as an agent for the import and export of various commodities and technologies, except for the commodities and technologies that are limited or prohibited by the state. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
4. Jiangsu Zhilian Tiandi Science & Technology Co.Ltd(600582) Co., Ltd
Legal representative: Qian Zhiming
Enterprise type: limited liability company (invested or controlled by natural person)
Unified social credit Code: 91320206585584661c
