Verification opinions of Ping An Securities Co., Ltd. on the prediction of daily connected transactions in Shenzhen Sed Industry Co.Ltd(000032) 2022
Ping An Securities Co., Ltd., as an independent financial consultant of Shenzhen Sed Industry Co.Ltd(000032) (hereinafter referred to as "SHENSANGDA", "listed company" or "the company"), in accordance with the provisions of relevant laws, regulations and normative documents such as the administrative measures for major asset restructuring of listed companies, the stock Listing Rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange, etc, During the continuous supervision period, the company has carefully verified the expected daily related party transactions of the listed company in 2022. The verification opinions are as follows:
1、 Basic information of daily connected transactions
(I) overview of related party transactions
1. In view of the company's needs for daily production, operation and business development, it is expected that in 2022, daily related party transactions will occur with the actual controller China Electronics Information Industry Group Co., Ltd. (including subordinate enterprises) (hereinafter referred to as "China Electronics and subordinate enterprises"), the company's associated enterprises and other related parties, involving the purchase of raw materials and finished products from related parties Selling raw materials and finished products, providing labor services, receiving labor services, renting (renting) properties, entrusted operation, etc.
In 2022, it is estimated that the total amount of daily related party transactions with China Electronics and its subordinate enterprises will not exceed RMB 118 million, and the daily related party transactions with the company's associated enterprises and other related parties will not exceed RMB 390 million. The specific business will be determined by the contracting parties after fair negotiation according to the general commercial terms, based on the principles of fairness, impartiality and openness, Pricing by reference to market price.
2. The above matters have been deliberated and adopted at the second meeting of the ninth board of directors held on February 22, 2022, with 9 votes, including 3 in favor, 0 against and 0 abstention. Related directors Liu Guilin, Chen Shigang, Xie Qinghua, Jiang Juncheng, Zhang Xianghong and Zheng Xi avoided voting. The independent directors carefully reviewed the related party transaction in advance, agreed to submit it to the board of directors for deliberation, and expressed their agreed independent opinions. For details, see the introduction below.
3. This transaction is subject to the approval of the general meeting of shareholders, and the related parties interested in the related party transaction will waive their voting rights on the proposal at the general meeting of shareholders.
(II) basic information of daily connected transactions expected in 2022
1. Daily related party transactions with China Electronics and its subsidiaries
Unit: RMB 10000
As of the disclosure date, the fixed contract signing amount of related party transactions occurred in the previous year, the category of related party transactions, the content price principle amount or the estimated amount of related party transactions
forehead
China's electronic information industry purchases from related parties according to the market price
Group Co., Ltd. (including raw materials and commodities, 81300.00 84.72 25787.23 subordinate enterprises determined through negotiation)
Including: China Greatwall Technology Group Co.Ltd(000066) Department purchases software and hardware according to the market price
Technology Group Co., Ltd. is qualified to negotiate and determine 30000.00 - 24171.15 from the procurement department of related parties
Raw materials and commodities digital Guangdong network construction procurement software and hardware equipment shall be determined through negotiation according to the market price of 20000.00 - qualified by the company
Kirin Software Co., Ltd. purchases software and hardware equipment according to the market price of 3000.00 73.80 91.35, which is determined through negotiation
The software and hardware equipment purchased by Maipu Communication Technology Co., Ltd. shall be prepared and determined through negotiation according to the market price of 1000.00 10.92 797.63
China's electronic information industry sells to related parties according to the market price
Group Co., Ltd. (including products and commodities, 7000.00 453.55 2601.44 subordinate enterprises determined through negotiation)
Sales to related parties, of which: Nanjing CLP bear sells to related parties according to the market price
Product and commodity cat information industry group has product and commodity qualification, and it is determined through negotiation that the company is limited to 1200.00 - 261.26
CLP international information sells products and commodities to related parties through negotiation according to the market price of 3100.00 453.55 2340.18 Service Co., Ltd
China's electronic information industry provides related parties with information according to the market price
Group Co., Ltd. (including labor and service quality, 22000.00 49.19 6770.04 subordinate enterprises determined through negotiation)
China Electronics Industry Engineering provides related parties with freight forwarding service of limited company according to the market price of 1100.00 5.17 53.60, which is determined through negotiation
Labor and service Chengdu Rainbow Appliance(Group) Shares Co.Ltd(003023) Co., Ltd. provides related parties with freight forwarding service at the market price of 1300.00 - 760.32, which is determined through negotiation
China Zhenhua (Group) provides related parties with engineering services based on the market price of 1800.00 2.83 1896.84 Technology Co., Ltd., which is determined through negotiation
Digital Guangdong network construction provides related parties with information according to the market price of 15000.00 --
The labor and service standards of the limited company shall be determined through negotiation
China's electronic information industry accepts the offer from related parties according to the market price
Labor Supply Group Co., Ltd. (including labor supply and service quality, 4000.00 58.80 1405.42 subordinate enterprises determined through negotiation)
Renting related persons China's electronic information industry rents related persons according to the market price of 2000.00 16.91
Industry Group Co., Ltd. (including YeGe, 1133.77 determined through negotiation)
As of the disclosure date, the fixed contract signing amount of related party transactions occurred in the previous year, the category of related party transactions, the content price principle amount or the estimated amount of related party transactions
forehead
(subordinate enterprises)
Leasing China's electronic information industry to related parties according to the market price
Property Group Co., Ltd. (including property qualification, 1300.00 132.12 474.32 subordinate enterprises determined through negotiation)
China Electronics System Zhongdian No.3 Co., Ltd
The third construction of China CLP International Information Engineering deducts non-profit tax every year
Entrusted management Service Co., Ltd. (hereinafter referred to as recurring profit and loss 400 - 444.66 "CLP No. 3 company") is the net profit attributable to the parent company
Daily operation and management profit multiplied by 10%
Total 118000.00 795.29 38616.88
Note: the above amount of last year does not include tax and has not been audited.
2. Daily related party transactions with associates and other related parties
Unit: RMB 10000
Related party transactions related party transactions related party transaction contract signing amount incurred in the previous year as of the disclosure date
Don't allow the amount of pricing principle or expected amount
Beijing yijiesida purchases software and hardware according to the market
The equipment price of science and Technology Development Co., Ltd. shall be determined by the company through negotiation at 3000.00 1738.83
Qi An Xin Technology Group Inc(688561) technology collection purchases software and hardware according to the market
The price of the company's equipment shall be determined by the company through negotiation at 5000.00 and 26.55
Purchase software and hardware from the related person Caijiang Yuntong Co., Ltd. according to the market
The price of raw materials and equipment purchased by the supplier shall be determined through negotiation at 6000.00 - product price
Wuhan city one card purchases software and hardware according to the market
The equipment price of Tongtong Co., Ltd. is determined through negotiation - 3729.57
Lanxin mobile (North) purchases software and hardware according to the market
The equipment price of Beijing) Technology Co., Ltd. shall be determined through negotiation at 7000.00 928.76
Digital Dali construction offered the related parties the price of labor and service provided by the Operation Co., Ltd. according to the market 13005.40, and negotiated 5000.00
Business determination
Connected person to the Yangtze River Market
For labor and service companies
