About Shanghai Bright Power Semiconductor Co.Ltd(688368)
Verification opinions on daily connected transactions in 2022
Gf Securities Co.Ltd(000776) (hereinafter referred to as ” Gf Securities Co.Ltd(000776) ” and “sponsor”) as a sponsor of Shanghai Bright Power Semiconductor Co.Ltd(688368) (hereinafter referred to as ” Shanghai Bright Power Semiconductor Co.Ltd(688368) ” or “company”) for initial public offering, listing on the science and innovation board and continuous supervision, in accordance with the administrative measures for securities Issuance and listing recommendation business and the Listing Rules of the science and Innovation Board of Shanghai Stock Exchange In accordance with the requirements of relevant laws, regulations and normative documents such as the guidelines for self-discipline supervision of companies listed on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation, the daily related party transactions of Shanghai Bright Power Semiconductor Co.Ltd(688368) in 2022 are carefully and prudently verified. The specific conditions and opinions of the verification are as follows:
1、 Basic information of daily connected transactions
(I) review procedures for the performance of daily connected transactions
The second meeting of the 21st board of directors on the estimated amount of RMB 280000 was held on February 23, 2022.
The independent directors reviewed the contents of the proposal before the board of directors considered the proposal and issued the following approval opinions in advance: the company’s expected daily connected transactions in 2022 are the needs of the company’s daily operation, the relevant matters follow the principles of openness, fairness and impartiality, the transaction pricing is fair, and will not have a significant impact on the company’s sustainable operation ability, profit and loss and asset status, It does not damage the rights and interests of the company and other shareholders, especially minority shareholders. All independent directors agree to this proposal and agree to submit it to the board of directors for deliberation.
The independent directors reviewed the proposal and expressed their independent opinions as follows: the proposal on the expected daily connected transactions in 2022 formulated by the company belongs to the normal business transactions between the company and related parties, meets the needs of the company’s business development, and the transaction price is determined fairly and reasonably according to the market price, which will not affect the independence of the company, The company’s business will not rely on related parties due to such transactions. The voting procedures of the above proposals comply with the company law and other relevant laws, regulations, normative documents and relevant provisions of the company’s system, and have fulfilled the necessary decision-making procedures.
The audit committee of the board of directors of the company has issued written opinions on the expected matters of this daily connected transaction as follows:
The company expects that the daily related party transactions in 2022 are based on the needs of daily business transactions and follow the public
Based on the price of the subject matter of similar transactions in the market, the pricing is fair and non-existent
Damage to the interests of the company and the majority of minority shareholders.
The daily related party transactions of the above company in 2022 need not be submitted to the general meeting of shareholders for deliberation.
(II) estimated amount and category of daily connected transactions
The daily related party transactions that the company expects to occur in 2022 are as follows:
Unit: 10000 yuan
From the beginning of this year to 2022, the proportion of related party transactions in the estimated amount of similar industries in the current year, the proportion of related party transactions in the current year, the proportion of actual transactions in the previous year and the actual payment amount in the previous year (%) and the cumulative amount incurred (%) The reason why the transaction amount is larger than the transaction amount
Sales of products and commodities required by Shanghai Han 1550.00 0.67 7.75 230.79 0.10 business development to related parties
There are 1250.00 0.54 — products and commodities required for business development from related parties
Total 2800.00/7.75/230.79-
Note 1: the above data are tax inclusive prices;
Note 2: the calculation base of the proportion in similar business is the amount of similar business audited in 2021;
Note 3: the expected validity period of the quota authorization of this daily connected transaction is from the date of adoption of the resolution of the board of directors to 2022
The annual board of Directors considers the expected daily connected transactions;
Note 4: the estimated total amount of connected transactions can be adjusted between different transaction categories.
2、 Basic information and relationship of related parties
(I) basic information of related parties
Company name: Shanghai Hanfeng Electronic Technology Co., Ltd
Nature of enterprise: limited liability company (invested or controlled by natural person)
Legal representative: Xie Sen
Registered capital: 6.393882 million yuan
Date of establishment: March 28, 2011
Address: building 17, No. 1500, Zuchongzhi Road, China (Shanghai) pilot Free Trade Zone
Major shareholders: Baidu times network technology (Beijing) Co., Ltd., Xie Sen, etc
Main business: engaged in technology development, technical consultation, technical service and technology transfer in the field of Electronic Science and technology
Let, computer manufacturing, communication terminal equipment manufacturing (only for branch operation), R & D and sales of electronic products and computer software and hardware, and sales of communication products, wires and cables, hardware and electricity, instruments and meters, energy-saving and environmental protection equipment, building materials, office equipment, electromechanical equipment, electrical equipment, office supplies, rubber and plastic products and auto and motorcycle accessories, Engaged in the import and export of goods and technology. [for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments]
The main financial data of 2021 are as follows:
Unit: 10000 yuan
Total assets net assets operating income net profit
12,093.03 7,527.13 15,343.55 2,448.06
(II) relationship with listed companies
Mr. Wang Xingchen, Secretary of the board of directors of the company, is a director of the related party Shanghai Hanfeng Electronic Technology Co., Ltd. and is recognized as a related party of the company in accordance with the Listing Rules of shares on the science and Innovation Board of Shanghai Stock Exchange.
(III) performance capability analysis
The above related parties continue to operate in accordance with the law, and the transactions in the past can be implemented and settled normally, with good performance ability. The company will sign contracts or agreements with the above-mentioned related parties on the daily related party transactions expected to occur in 2022, and implement them in strict accordance with the agreement, with legal guarantee for performance.
3、 Main contents of daily related party transactions
(I) main contents of related party transactions
The company expects that the daily related party transactions in 2022 will mainly be the procurement and sales of raw materials and commodities from Shanghai Hanfeng Electronic Technology Co., Ltd. The prices of related party transactions are determined in accordance with the principles of voluntariness, fairness and impartiality and in combination with market conditions. Among them, determining the related sales price also comprehensively considers the specifications and model guidance of specific products, customer customization needs and other factors.
(II) signing of related party transaction agreement
After the expected amount of daily connected transactions is considered and approved by the board of directors, the company will sign a specific transaction contract or agreement with Shanghai Hanfeng according to the business development. At that time, the company will exercise relevant rights and perform relevant obligations in strict accordance with the terms of the contract or agreement.
4、 Purpose of daily connected transactions and its impact on Listed Companies
(I) necessity of related party transactions
The daily related party transactions between the company and related parties are necessary for the company to carry out daily business activities, have certain rationality and necessity, and are in line with the interests of the company and all shareholders.
(II) fairness and rationality of pricing of related party transactions
The transactions between the company and related parties are based on general commercial terms and relevant agreements are signed, with reference to comparable price pricing transactions in similar markets. The principles of openness, fairness and impartiality are followed, and there is no behavior damaging the interests of the company and all shareholders, especially small and medium-sized shareholders.
(III) continuity of related party transactions
The company will maintain a relatively stable cooperative relationship with the above related parties, but there is no situation that will affect the independence of the company’s business and operation, and will not have a significant impact on the company’s future financial status and operating results.
5、 Verification opinions of the recommendation institution
After verification, Shanghai Bright Power Semiconductor Co.Ltd(688368) the estimated amount of daily related party transactions in 2022 has been deliberated and approved by the board of directors and the board of supervisors of the company, and the independent directors have issued their prior approval opinions and clearly agreed independent opinions, which have been deliberated and approved by the audit committee of the company and do not need to be submitted to the general meeting of shareholders for deliberation, Comply with relevant laws and regulations such as the Listing Rules of science and Innovation Board of Shanghai Stock Exchange and the provisions of the articles of association. The estimated amount of the company’s daily connected transactions in 2022 meets the needs of the company’s actual business activities. The transaction is reasonable and fair, which will not have a material impact on the independence of the company’s main business, and there is no situation that damages the interests of the company and all shareholders, especially minority shareholders. In conclusion, the recommendation institution has no objection to Shanghai Bright Power Semiconductor Co.Ltd(688368) the forecast of daily connected transaction amount in 2022.
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[there is no text on this page, which is the signature and seal page of Gf Securities Co.Ltd(000776) verification opinions on Shanghai Bright Power Semiconductor Co.Ltd(688368) expected daily connected transactions in 2022] signature of the sponsor representative:
Meng Xiaoxiang, Yuan Haifeng
Gf Securities Co.Ltd(000776) mm / DD / yy
