Sinolink Securities Co.Ltd(600109)
About Suzhou Hengmingda Electronic Technology Co.Ltd(002947) wholly owned subsidiary
Verification opinions on the transfer of some real estate and land and related party transactions
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 The requirements of laws, regulations and normative documents such as self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 13 - recommendation business, Checked the transfer of some real estate and land and related party transactions of Huizhou Suzhou Hengmingda Electronic Technology Co.Ltd(002947) Electronic Technology Co., Ltd. (hereinafter referred to as "Huizhou Suzhou Hengmingda Electronic Technology Co.Ltd(002947) " or "wholly-owned subsidiary"), a wholly-owned subsidiary of Suzhou Hengmingda Electronic Technology Co.Ltd(002947) (hereinafter referred to as "company" and " Suzhou Hengmingda Electronic Technology Co.Ltd(002947) "), and issued the following audit opinions:
1、 Overview of related party transactions
According to the production and operation plan of Huizhou Suzhou Hengmingda Electronic Technology Co.Ltd(002947) , a wholly-owned subsidiary of Suzhou Hengmingda Electronic Technology Co.Ltd(002947) , the affiliated legal person Guangdong Shengrui New Material Technology Co., Ltd. (hereinafter referred to as "Shengrui new material") plans to invest in the purchase of 8819 square meters of land use rights and aboveground attached buildings held by Huizhou Suzhou Hengmingda Electronic Technology Co.Ltd(002947) , with a total transfer price of 24.945 million yuan. This transaction constitutes a connected transaction. According to the measures for the administration of major asset restructuring of listed companies, this transaction does not constitute a major asset restructuring.
The company held the 25th meeting of the second board of directors and the 18th meeting of the second board of supervisors on February 21, 2022, deliberated and adopted the proposal on the transfer of part of real estate and land and related party transactions by wholly-owned subsidiaries, and the related directors Jing Jingping, Jing Shiping, Jing Tianping and Xia Chen fulfilled the avoidance voting procedures. According to laws and regulations and the articles of association, this transaction is not a major connected transaction and does not need to be submitted to the general meeting of shareholders for deliberation.
2、 Introduction and relationship of related parties
(I) basic information
Shengrui new material: established on February 14, 2022, legal representative: Chen Jingyi, registered capital: 20 million yuan, registered address: Yanhe Road section (plant) of Huizhou Huiyang Economic Development Zone, business scope: new material technology research and development; 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).
Upon inquiry, Shengrui new material does not belong to the dishonest executee.
(II) relationship with listed companies
Affiliated natural person: Jing Jingping holds 7337728 shares of the company, accounting for 4.17% of the total share capital of the company, and works as a director, deputy general manager and Secretary of the board of directors of the company.
Relationship: Jing Jingping holds 75% of Shengrui new materials.
(III) performance capability analysis
Shengrui new material is a legal entity that exists and continues to operate according to law. It has good performance ability and is not a dishonest executee. The shareholder Jing Jingping himself has good financial condition and good performance ability and is not a dishonest executee.
3、 Main contents of related party transactions
(I) transaction object and its ownership
The subject matter of this transaction is the land use right and house on the west side of huiao Avenue, Huiyang Economic Development Zone, Huizhou (the parcel area is 8819 square meters and the building area is 10258.30 square meters).
The land to be traded this time is owned by Huizhou Suzhou Hengmingda Electronic Technology Co.Ltd(002947) , and the subject property has no contingent matters and lease matters such as asset mortgage, external guarantee, pending litigation, major financial commitment, etc.
(II) pricing policy and basis of transaction
According to the appraisal report [Hui De Fang Ping Zi (2022) No. 005] issued by Guangdong Dexin asset Real Estate Land Appraisal Co., Ltd., taking February 10, 2022 as the appraisal time point, under the specific appraisal purpose, appraisal basis and necessary assumptions, the total market value of the transaction object is RMB 24.945 million; Among them, the market value of buildings is 17.1314 million yuan and the market value of land is 7.8136 million yuan. The transaction price for the sale of the above subject-matter land is signed in accordance with the principles of openness, fairness and impartiality of the market, and there is no situation that damages the interests of the company and minority shareholders.
4、 Purpose of related party transactions and its impact on Listed Companies
In order to meet the increasing business development needs, Huizhou Suzhou Hengmingda Electronic Technology Co.Ltd(002947) purchased 50452 square meters of new industrial land in January 2022 to improve the scale of production capacity cluster and give play to the production agglomeration effect. At the same time, based on the scientific planning of existing production capacity, Huizhou Suzhou Hengmingda Electronic Technology Co.Ltd(002947) plans to increase production reserve funds by selling original plants to enhance the overall competitiveness and profitability of the company.
This transaction follows the market principle, does not damage the interests of the company and non affiliated shareholders, and will not affect the independence and sustainable operation ability of the listed company.
5、 The total amount of various related party transactions with the related party from the beginning of the year to the disclosure date
As of the disclosure date, the total amount of various related party transactions between the company and its subsidiaries and the related party Jing Jingping and its 100% holding Suzhou Hengmingda Electronic Technology Co.Ltd(002947) packaging materials (Huizhou) Co., Ltd. in 2022 was 674500 yuan, accounting for 0.04% of the company's latest audited net assets.
6、 Approval procedures to be performed
The 25th meeting of the second board of directors and the 18th meeting of the second board of supervisors of the company considered and approved the proposal on Suzhou Hengmingda Electronic Technology Co.Ltd(002947) transfer of part of real estate and land and related party transactions by wholly-owned subsidiaries. The related directors performed the avoidance voting procedure, and the independent directors confirmed and agreed on the matter in advance.
7、 Verification opinions of the recommendation institution
After verification, the sponsor believes that the transfer of some real estate and land and related party transactions by Suzhou Hengmingda Electronic Technology Co.Ltd(002947) wholly-owned subsidiaries 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 their independent opinions and agreed to the above related party transactions, and the review procedures are in line with the company law, the stock listing rules of Shenzhen Stock Exchange The requirements of relevant laws and regulations 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 and the provisions of the articles of association.
The sponsor has no objection to the transfer of some real estate and land and related party transactions by the wholly-owned subsidiary of the company. (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) wholly owned subsidiary's transfer of part of real estate and land and related party transactions) sponsor representative:
Wang Peihua, Fu Yanxin
Sinolink Securities Co.Ltd(600109) mm / DD / yy
