Sinolink Securities Co.Ltd(600109)
About Suzhou Hengmingda Electronic Technology Co.Ltd(002947)
Confirm the daily related party transactions in 2021 and the expected daily related party transactions in 2022
Verification opinions
Sinolink Securities Co.Ltd(600109) (hereinafter referred to as " Sinolink Securities Co.Ltd(600109) " or "recommendation institution") as a recommendation institution for initial public offering and non-public offering of Suzhou Hengmingda Electronic Technology Co.Ltd(002947) (hereinafter referred to as " Suzhou Hengmingda Electronic Technology Co.Ltd(002947) " or "company"), in accordance with the administrative measures for securities issuance and listing recommendation business and the stock listing rules of Shenzhen Stock Exchange According to the requirements of laws, regulations and normative documents such as the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 13 - recommendation business, the daily connected transactions confirmed by Suzhou Hengmingda Electronic Technology Co.Ltd(002947) in 2021 and the daily connected transactions expected in 2022 were verified, And give the following verification opinions: I. Basic information of daily connected transactions
(I) overview of daily connected transactions
In 2021, the company's wholly-owned subsidiary Huizhou Suzhou Hengmingda Electronic Technology Co.Ltd(002947) Electronic Technology Co., Ltd. (hereinafter referred to as "Huizhou Suzhou Hengmingda Electronic Technology Co.Ltd(002947) ") and its associated natural person Jing Jingping and its associated legal person Suzhou Hengmingda Electronic Technology Co.Ltd(002947) packaging materials (Huizhou) Co., Ltd. (hereinafter referred to as "Huizhou packaging materials") generated daily connected transactions with a total amount of 3.6476 million yuan. In 2022, according to the business needs of the company, Suzhou Hengmingda Electronic Technology Co.Ltd(002947) , Huizhou Suzhou Hengmingda Electronic Technology Co.Ltd(002947) , and the wholly-owned subsidiary Shenzhen huayangtong electromechanical Co., Ltd. (hereinafter referred to as "Shenzhen huayangtong") are expected to have daily related party transactions with the related natural person Jing Jingping and the related legal person Huizhou packaging materials and the related legal person Guangdong Shengrui New Material Technology Co., Ltd. (hereinafter referred to as "Shengrui new material"), The amount is about 16.46 million yuan; Suzhou Hengmingda Electronic Technology Co.Ltd(002947) it is expected to have daily connected transactions with Xia Chen, a connected natural person, with an amount of about 300000 yuan; The total amount of the above daily connected transactions is expected to be 16.76 million yuan.
(II) daily related party transactions in 2021
According to the business needs, Huizhou Suzhou Hengmingda Electronic Technology Co.Ltd(002947) , a wholly-owned subsidiary of the company, had 3.6476 million yuan of related party transactions with related parties Huizhou packaging materials and jingjingpingfa in 2021. The details are as follows:
Unit: 10000 yuan (RMB)
Related party transactions actually occurred in 2021
The proportion of the actual expected amount of the transaction content of related parties of the subject category in the similar amount and the expected amount
Business proportion amount difference
Purchase products from the related party Huizhou packaging materials raw materials 189.57 650.00 0.24% - 460.43
Sell products to the related party Huizhou Baocai hydropower 2.67 40.00 100% - 37.33 Huizhou Heng
Mingda Huizhou packaging materials leasing plant 74.92 100.00 3.88% - 25.08%
Leasing office space from related parties
Rented house jingjingping place 97.60 110.00 5.06% - 12.40%
Subtotal 172.52 210.00-37.48
Total 364.76 900.00-535.24
(III) category and amount of daily related party transactions expected in 2022
According to the actual operation of the previous year and the business development needs of 2022, it is estimated that the total amount of daily connected transactions between the company and related parties in 2022 is about 16.76 million yuan. The details are as follows:
Unit: 10000 yuan (RMB)
Subject related party transactions related party transaction content pricing 2022 estimated as of the disclosure date 2021 actual category principle amount incurred amount inter amount incurred
Huizhou heng600.00 31.15 189.57 Mingda to related party market
Suzhou Hengmingda Electronic Technology Co.Ltd(002947) purchasing product Huizhou packaging material raw material principle 200.00 0.00 0.00 Shenzhen hua100.00 0.00 0.00 Yangtong
Subtotal 900.00 31.15 189.57
Huizhou Heng purchased products from the related party Shengrui new material hydropower market 260.00 0.00 0.00 Mingda
Huizhou Hengxiang's principle of selling products to the related party Huizhou packaging materials hydropower market 10.00 0.50 2.67 Mingda
Huizhou packaging materials rental plant 130.00 18.20 74.92 Huizhou Hengxiang related party Shengrui new materials rental plant market 238.00 0.00 0.00 Mingda rental house jingjingping rental office principle
Place 108.00 17.60 97.60
Subtotal 476.00 35.80 172.52
Suzhou Hengmingda Electronic Technology Co.Ltd(002947) principle of renting vehicles from related party Xiachen 30.00 0.00 0.00
Total 1676.00 67.45 364.76
2、 Introduction and relationship of related parties
Name: Jing Jingping
Related relationship: Jing Jingping holds 7337728 shares of the company, accounting for 4.17% of the total share capital of the company. He works as a director, deputy general manager and Secretary of the board of directors of the company.
(II) connected natural person II
Name: Xia Chen
Related relationship: Xia Chen holds 8097500 shares of the company, accounting for 4.60% of the total share capital of the company, and works as a director and deputy general manager of the company.
(III) affiliated legal person I: Suzhou Hengmingda Electronic Technology Co.Ltd(002947) packaging materials (Huizhou) Co., Ltd
Legal representative: Jing Jingping
Registered capital: 1359870234 yuan
Main business: plastic products manufacturing; Design, production and sales: Cartons, greeting cards, stationery, handicrafts (except ivory and its products), paper products, wedding supplies, toys, office supplies and cultural supplies; Production and sales: medical protective masks, daily protective masks, sanitary materials, packaging materials, labor protection articles; Marketing planning consultation; Production of traditional Chinese medicine health paste; R & D: handicrafts (except ivory and its products), toys; Import and export of goods or technology; Printed matter printing (excluding publication printing). (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Address: Yanhe Road, Huiyang Economic Development Zone, Huizhou (plant)
Related relationship: Huizhou packaging materials is a company 100% owned by the related natural person Jing Jingping.
Financial data of related parties: in 2021, the operating revenue was 31.88 million yuan and the net profit was 2.19 million yuan. As of December 31, 2021, the total assets were 29.07 million yuan and the net assets were 20.89 million yuan (relevant data were not audited).
(IV) affiliated legal person 2: Guangdong Shengrui New Material Technology Co., Ltd
Legal representative: Chen Jingyi
Registered capital: 20 million yuan
Main business: research and development of new materials and technologies; New material technology promotion services; Production of class I medical devices; Sales of class II medical devices; Non residential real estate leasing; estate management; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Production of protective articles for medical staff (class II medical devices); Production of class II medical devices; Medical mask production; Drug production. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments).
Address: Yanhe Road, Huiyang Economic Development Zone, Huizhou (plant)
Affiliated relationship: Shengrui new material is a company with 75% shares held by Jing Jingping, an affiliated natural person.
Financial data of related parties: Shengrui new material was established in February 2022, and there is no corresponding data yet.
(V) performance capacity
Jing Jingping and Xia Chen are in good financial condition and have good performance ability. They are not dishonest Executees. Huizhou packaging materials and Shengrui new materials are legal entities that exist and continue to operate according to law, have good performance ability, and are not dishonest Executees.
3、 Main contents of related party transactions
(I) pricing policy and basis
The related party transactions between the company and the above related parties are priced with reference to the market fair price, determined by both parties through negotiation, and conducted on the principles of voluntariness, equality and mutual benefit. Such related party transactions have no adverse impact on the production and operation of the company.
(II) related party transaction agreement
The related party transaction agreement will be signed by both parties within the estimated amount according to the actual situation in accordance with relevant laws and regulations.
4、 Purpose and impact of related party transactions on the company
The above related party transactions are daily production and operation activities, which help to maintain the stability of the company's operation and have commercial rationality. The above related party transactions are based on the market fair price and follow the principles of fairness, impartiality and openness. There is no situation that damages the interests of the company, Huizhou Suzhou Hengmingda Electronic Technology Co.Ltd(002947) and the company's shareholders. The company will not rely on related parties or affect the independence of the company and Huizhou Suzhou Hengmingda Electronic Technology Co.Ltd(002947) .
5、 Approval procedures to be performed
The 25th meeting of the second board of directors and the 18th meeting of the second board of supervisors considered and adopted the proposal on confirming the daily connected transactions in 2021 and the daily connected transactions expected in 2022. The connected directors performed the avoidance voting procedure, and the independent directors confirmed the matter in advance and expressed their consent.
6、 Verification opinions of the recommendation institution
After verification, the sponsor believes that Suzhou Hengmingda Electronic Technology Co.Ltd(002947) confirms that the daily related party transactions in 2021 and the daily related party transactions in 2022 have been deliberated and approved by the board of directors and the board of supervisors of the company, and the related directors have avoided voting. The independent directors have clearly expressed independent opinions and agreed to the above related party transactions, and the deliberation procedures are in line with the company law The requirements of relevant laws and regulations such as the Listing Rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 13 - recommendation business, and the provisions of the articles of association.
The recommendation institution has no objection to the company's confirmation of daily connected transactions in 2021 and expected daily connected transactions in 2022.
(there is no text on this page, which is the signature and seal page of Sinolink Securities Co.Ltd(600109) verification opinions on Suzhou Hengmingda Electronic Technology Co.Ltd(002947) confirmation of daily connected transactions in 2021 and expected daily connected transactions in 2022) sponsor representative:
Wang Peihua, Fu Yanxin
