Verification opinions of Ping An Securities Co., Ltd. on Shenzhen Sed Industry Co.Ltd(000032) signing the fund support agreement for core scientific research projects and related party transactions with China Electronics
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 financial support agreement for core scientific research projects signed by the listed company and the related party China Electronic Information Industry Group Co., Ltd. (hereinafter referred to as “China Electronics” or “group company”) was carefully verified. The verification opinions are as follows: I. overview of related party transactions
1. CEC cloud Digital Intelligence Technology Co., Ltd. (hereinafter referred to as “China electronic cloud Corporation”), a wholly-owned subsidiary of SHENSANGDA, has provided 20 million yuan of financial support to the two projects because it undertakes the two core scientific research projects of “China electronic cloud operating system CCOS scientific research project” and “data governance engineering project”, It also plans to sign the financial support agreement for core scientific research projects with SHENSANGDA.
2. According to the requirements of the measures for the management of scientific research projects of China Electronics Information Industry Corporation and the Interim Measures for the management of support funds for core scientific research projects of China Electronics Information Industry Corporation (for Trial Implementation), this financial support will be implemented in the form of equity support, and the capital increase confirmation procedures will be completed according to the asset evaluation results within one year after the project acceptance, Transfer “special accounts payable” into paid in capital or share capital. If it is not completed on time, it will be refunded in full and the fund occupation fee will be paid according to the bank loan interest rate of the same period.
3. China Electronics is the actual controller of SHENSANGDA. According to the stock listing rules of Shenzhen Stock Exchange, this event constitutes a connected transaction.
4. The above matters have been deliberated and adopted at the second meeting of the ninth board of directors of the company on February 22, 2022, with 9 votes, including 3 affirmative votes, 0 negative votes, 0 abstention votes and 6 avoidance votes. The affiliated directors Liu Guilin, Chen Shigang, Xie Qinghua, Jiang Juncheng, Zhang Xianghong and Zheng Xi avoided voting. The independent directors of the company carefully reviewed the above-mentioned equity acquisition and related party transactions in advance, agreed to submit them to the board of directors for deliberation, and expressed their agreed independent opinions. For details, see the introduction below.
5. This connected transaction does not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies, nor does it constitute a reorganization and listing.
2、 Basic information of related parties
1. The related party of this connected transaction is China Electronics.
Name: China Electronic Information Industry Group Co., Ltd
Registered address: 19 / F, building 1, No. 66, East Beijing Centergate Technologies (Holding) Co.Ltd(000931) Road, Haidian District, Beijing
Nature of enterprise: limited liability company (solely state-owned)
Legal representative: Rui Xiaowu
Registered capital: 1848225199664 yuan
Business term: from May 26, 1989 to no fixed term
Unified social credit Code: 91110000100010249w
Business scope: scientific research, development, design, manufacturing and sales of electronic raw materials, electronic components, electronic instruments and meters, complete electronic products, electronic application products and application systems, electronic special equipment, supporting products and software; General contracting and organization management of electronic application system engineering, construction engineering, communication engineering and water treatment engineering; Development, promotion and application of environmental protection and energy-saving technologies; Real estate development and operation; Sales of automobiles, auto parts, hardware and electricity, photographic equipment, building materials, decoration materials and clothing; Undertaking exhibitions; House repair business; Consulting services, technical services and transfer; Maintenance and sales of household appliances. (market entities shall independently choose business projects and carry out business activities according to law; projects that must be approved according to law shall carry out business activities according to the approved contents after being approved by relevant departments; they shall not engage in business activities of projects prohibited and restricted by national and municipal industrial policies.)
Major shareholder: the shareholder of China Electronics is the state owned assets supervision and Administration Commission of the State Council.
Financial data: as of June 30, 2021, the total assets of China Electronic consolidated statements were 364.635 billion yuan and the net assets were 116.904 billion yuan; In the first half of 2021, the operating income under the consolidated statements was 129.097 billion yuan and the net profit was 2.061 billion yuan.
2. China Electronics is the actual controller of SHENSANGDA. According to the relevant provisions of the stock listing rules of Shenzhen Stock Exchange, this investment constitutes a connected transaction.
3. Situation of dishonest Executees: after the company’s inquiry in the directory of dishonest Executees on the website of the Supreme People’s court, China Electronics is not dishonest Executees.
3、 Main contents of related party transaction agreement
1. Support amount: “China electronic cloud operating system CCOS scientific research project” and “data governance engineering project” are RMB 20 million (¥ 20000000.00) respectively.
2. Support method: equity investment
3. Project cycle: the project cycle of “China electronic cloud operating system CCOS scientific research project” is from September 2021 to December 2022; The project cycle of “data governance engineering project” is from August 2021 to December 2022
4. Dispute resolution: disputes arising from the performance of this contract between China Electronics and SHENSANGDA shall be settled by both parties through negotiation or mediation.
5. Effective conditions of the agreement: the legal representatives or authorized representatives of both parties sign and affix official seals.
4、 Other arrangements involving connected transactions
After accepting the core scientific research project funds of China Electronics this time, SHENSANGDA will temporarily be listed as a “special payable”. When the subsequent capital increase procedures are started, the funds will be converted into the subscribed capital of China Electronics.
5、 Transaction purpose and impact on Listed Companies
As a core enterprise in the information service field under the group company, SHENSANGDA wholly established China electronic cloud company, focusing on the main channel of the group company’s network security and information development. Taking “China electronic cloud” as the systematic output platform of the group company’s network information technology capability, SHENSANGDA built the main product and service system of “cloud + number + solution” for the government, finance, energy Key industries such as transportation build digital infrastructure, help promote the localization of basic software and hardware, link the application ecology, and explore how to process data resources into controllable, measurable and priced primary products, so as to open up the data asset chain and value chain with data elements as the core.
In this context, SHENSANGDA has undertaken two core scientific research projects, namely “China electronic cloud operating system CCOS scientific research project” and “data governance engineering project”, which not only recognizes SHENSANGDA’s R & D ability, but also reflects the importance of relevant scientific research projects.
This time, SHENSANGDA accepts the support funds from China Electronics, which is conducive to meeting the needs of the company’s business development, promoting the development of the company’s R & D projects, and strengthening the scheduling and arrangement of the company’s funds. At the same time, if it is not converted into equity in the future, it will be refunded in full and the fund occupation fee will be paid according to the bank loan interest rate in the same period, which is fair.
6、 Review procedures for implementation
(I) deliberations of the board of directors
The above matters have been deliberated and adopted at the second meeting of the ninth board of directors of the company on February 22, 2022, with 9 votes, including 3 affirmative votes, 0 negative votes, 0 abstention votes and 6 avoidance votes. The affiliated directors Liu Guilin, Chen Shigang, Xie Qinghua, Jiang Juncheng, Zhang Xianghong and Zheng Xi avoided voting.
(II) prior approval and independent opinions of independent directors
The independent directors carefully reviewed the related matters involved in the proposal on signing the financial support agreement for core scientific research projects and related party transactions with China Electronics submitted to the second meeting of the ninth board of directors, and believed that the related party transactions involved in the proposal followed the principles of voluntariness, fairness and openness, On the premise of performing the necessary examination and approval procedures and information disclosure procedures, the connected transaction is in line with the overall interests of the company and does not damage the interests of the company and all shareholders, especially minority shareholders. Therefore, the independent directors agreed to submit this proposal to the board of directors of the company for deliberation.
The independent directors believe that the company’s acceptance of the scientific research project funds provided by China Electronics is conducive to promoting the development of the company’s R & D work and will not affect the company’s operating results and financial status, The decision-making procedures and relevant contents comply with the company law, the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 7 – transactions and connected transactions and other laws, regulations and normative documents, as well as the relevant provisions of the articles of association. This connected transaction follows the principles of voluntariness, equality and fairness. There is no situation that damages the interests of the company and its shareholders, especially the minority shareholders, and will not have an adverse impact on the normal operation and business development of the company. Therefore, the independent directors unanimously agreed that the company and China Electronics signed a financial support agreement for core scientific research projects.
9、 Verification opinions of financial advisor
After verification, the independent financial adviser believes that:
1. The above-mentioned matters have been deliberated and approved at the second meeting of the ninth board of directors, the related directors have avoided voting, and the independent directors have expressed independent opinions. The related party transaction has fulfilled the necessary legal procedures and complies with the provisions on the review procedures and approval authority, such as the stock 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, and the management system of related party transactions of listed companies.
2. Relevant transactions follow the principles of legal compliance, equality, voluntariness and mutual benefit, and there is no situation that damages the interests of the company and minority shareholders.
3. In conclusion, the independent financial consultant has no objection to the above-mentioned financial support agreement for core scientific research projects signed by the company and its related party China Electronics.
(there is no text below, which is the signature and seal page of the verification opinions of Ping An Securities Co., Ltd. on Shenzhen Sed Industry Co.Ltd(000032) signing the financial support agreement for core scientific research projects and related party transactions with China Electronics) sponsor of independent financial adviser:
Qi Xuelin, Jiang Haoli
Ping An Securities Co., Ltd. February 23, 2022
