China International Capital Corporation Limited(601995)
About Beijing Huafeng Test & Control Technology Co.Ltd(688200)
Verification opinions on daily connected transactions in 2022
As a sponsor of Beijing Huafeng Test & Control Technology Co.Ltd(688200) (hereinafter referred to as ” Beijing Huafeng Test & Control Technology Co.Ltd(688200) ” or “the company”) in accordance with the relevant provisions of the measures for the administration of securities issuance and listing recommendation business, the guidelines for self regulatory supervision of listed companies on Shanghai Stock Exchange No. 11 – continuous supervision, the listing rules of shares on the science and Innovation Board of Shanghai Stock Exchange, and the measures for continuous supervision of listed companies on the science and Innovation Board of Shanghai Stock Exchange, China International Capital Corporation Limited(601995) (hereinafter referred to as the “sponsor”) has carefully and prudently verified the daily related party transactions of Beijing Huafeng Test & Control Technology Co.Ltd(688200) in 2022. The specific verification conditions and verification opinions are as follows:
1、 Basic information of daily connected transactions
(I) review procedures for the performance of daily connected transactions
Beijing Huafeng Test & Control Technology Co.Ltd(688200) held the 10th meeting of the second board of directors and the 9th meeting of the second board of supervisors on February 25, 2022, deliberated and adopted the proposal on the expected daily connected transactions in 2022. The total expected amount of this daily connected transactions is 21 million yuan. The income item is 20 million yuan and the expenditure item is 1 million yuan. The related directors avoided voting, the non related directors present at the meeting unanimously agreed to the proposal, and the deliberation procedure was in line with the provisions of relevant laws and regulations.
All independent directors of the company have approved the above proposal in advance and expressed their independent opinions with explicit consent. All independent directors believe that the related party transactions expected to occur in 2022 are necessary for the company’s daily production and operation. The related transactions follow the principle of consensus and fair transaction, and the transaction price is determined according to the market price, which will not have an adverse impact on the company’s financial status and operating results, and is in the interests of the company and all shareholders, The company’s main business will not rely on related parties due to the above transactions and will not affect the independence of the company. Therefore, the proposal is unanimously agreed.
Unit: 10000 yuan
Accounting for the actual amount of the same category from the beginning of this year to the end of the previous year compared with the expected business of the related party of the related transaction on the disclosure date and the actual amount of the related party’s business compared with the previous year (%); cumulative amount (%) Original transaction amount with large difference
Due to the uncertainty of not selling products in the market and Group Co., Ltd. 2000.00 – 0.00 507.48 0.58, it is expected that the scope of commodity related enterprises is large
Shanghai Taosheng electronics, a related party, is expected to have a large scope of the company due to the uncertainty that the market does not purchase goods from science and Technology Co., Ltd. 100.00 – 1.49 8.52 0.05
Total – 2100.00 – 1.49 516.00 —
(III) prediction and implementation of previous daily connected transactions
Unit: 10000 yuan
The reason for the large difference between the actual estimated amount of the previous year (the previous time) and the amount of related parties of the category of related party transactions actually issued
China Aerospace Hi-Tech Holding Group Co.Ltd(000901) group sells products to related parties. Due to the uncertainty in the market and the nature of the affiliated enterprise of Commodity Co., Ltd. at 2000.00 507.48, it is expected to have a large range
Shanghai Taosheng Electronic Technology Co., Ltd. purchased goods from related parties at 500.00 8.52, so the expected scope is large
Leased house from related parties Beijing Shenzhou Huaheng commerce and trade 150.00 143.20-
limited company
Total – 2650.00 659.20-
Note: since the subordinate enterprises of Aerospace Hi-Tech Holding Group Co.Ltd(000901) group have continuous transactions with the company during the reporting period, and Aerospace Hi-Tech Holding Group Co.Ltd(000901) group indirectly holds more than 5% of the shares of the company, based on the principle of prudence, the subordinate enterprises of Aerospace Hi-Tech Holding Group Co.Ltd(000901) group are recognized as the related parties of the company.
2、 Basic information and relationship of related parties
(I) basic information of related parties
1. China Aerospace Hi-Tech Holding Group Co.Ltd(000901) Group Co., Ltd
(1) Company name: China Aerospace Hi-Tech Holding Group Co.Ltd(000901) Group Co., Ltd
(2) Nature: limited liability company (solely state-owned)
(3) Legal representative: Wu Yansheng
(4) Registered capital: 20 million yuan
(5) Date of establishment: June 29, 1999
(6) Address: No. 8, Fucheng Road, Haidian District, Beijing
(7) Main office location: No. 8, Fucheng Road, Haidian District, Beijing
(8) Main business: strategic missile weapon system, tactical missile weapon system, rocket weapon system, precision guided weapon system, all kinds of space vehicles, space transportation system, near space vehicle system, ground effect vehicle system, unmanned equipment system, as well as the development, test, production, sales and service of relevant supporting products; Military products trade, export of various commercial satellites and aerospace products, commercial satellite launch (including carrying) and satellite operation services; Satellite communication radio and television transmission service; Investment, operation and management of state-owned assets within the scope authorized by the State Council; Changzheng Engineering Co.Ltd(603698) and technology research, test, technical consultation, promotion and application services; R & D, sales and service of various satellite application systems and related products; Geographic information mapping technology and product R & D, sales and service; R & D, sales and services of electrical machinery, instruments and meters, computers, communications and other electronic information equipment; R & D and application of chemical raw materials, chemical products (excluding hazardous chemicals) and special materials; Research and development of general equipment, special equipment and equipment; Sales of automobiles and parts; Import and export trade and investment services; Organize cultural and artistic exchange services.
(9) Major shareholder or actual controller: state owned assets supervision and Administration Commission of the State Council
2. Shanghai Taosheng Electronic Technology Co., Ltd
(1) Company name: Shanghai Taosheng Electronic Technology Co., Ltd
(2) Nature: joint stock limited company (unlisted, invested or controlled by natural persons)
(3) Legal representative: Yin lanyong
(4) Registered capital: 26.24 million yuan
(5) Date of establishment: April 19, 2007
(6) Address: room 20214, building 9, No. 498, GuoShouJing Road, China (Shanghai) pilot Free Trade Zone
(7) Main business: development and sales of electronic measurement software, sales of electronic measurement instruments, R & D, production and sales of test equipment, manufacturing of integrated circuits, design and sales of precision molds, import and export of goods and technology, and provision of relevant technical consultation and technical services.
(9) Actual controller: Yin lanyong
(10) Main financial data of the latest fiscal year:
By the end of 2021, the total assets were 165.0362 million yuan and the net assets were 100.7813 million yuan. In 2021, the operating income was 142.9561 million yuan and the net profit was 24.1915 million yuan.
(II) relationship with the company
Serial number: relationship between the name of the related party and the company
1. Legal person indirectly holding more than 5% shares of the company by China Aerospace Hi-Tech Holding Group Co.Ltd(000901) Group Co., Ltd
2 enterprises in which the actual controller of Shanghai Taosheng Electronic Technology Co., Ltd. holds the position of director
(III) performance capability analysis
The above-mentioned related parties have professional business personnel and operation ability, normal business and financial conditions, performance ability and payment ability, and can ensure the normal performance of various businesses.
3、 Main contents of daily related party transactions
(I) main contents of daily connected transactions
The daily related party transactions between the company and related parties in 2022 are mainly the sale and purchase of goods to related parties. (II) signing of related party transaction agreement
After the estimated amount of daily connected transactions is considered and approved by the board of directors, the company (and subsidiaries) will sign specific transaction contracts or agreements with relevant connected parties according to the business development.
4、 Purpose and impact of daily connected transactions on the company
The above related party transactions are necessary for the company’s normal daily production and operation activities. The business transactions between the company and the above-mentioned related parties shall be conducted in accordance with the general market operation rules and treated equally with other business enterprises. The transactions between the company and the above-mentioned related parties may continue to exist under the conditions of normal operation of the company. The transactions between the company and related parties follow the principles of fairness, impartiality and openness, and are priced and traded according to the market price; The above connected transactions are the normal business of the company, which is conducive to the development of the company’s business and does not harm the interests of the company and all shareholders; The company and its related parties remain independent in terms of business, personnel, assets, institutions and finance. The above related party transactions will not affect the independence of the company, and the main business of the company will not rely on related parties due to such transactions.
5、 Verification opinions of the recommendation institution
After verification, the sponsor believes that the above-mentioned estimated amount of daily connected transactions in 2022 has been deliberated and approved at the 10th meeting of the second board of directors and the 9th meeting of the second board of supervisors, the connected directors have avoided voting, the independent directors have issued their prior approval opinions and clearly agreed independent opinions on the proposal, and the board of supervisors has issued their consent opinions. Up to now, the decision-making procedures of the above related party transactions are in line with the provisions of relevant laws, regulations and the articles of association. The above estimated daily related party transactions of the company are necessary for the company to carry out daily business activities, do not damage the interests of the company and non related shareholders, will not affect the independence of the company, and the company will not rely on related parties due to such transactions.
To sum up, Beijing Huafeng Test & Control Technology Co.Ltd(688200) according to the actual needs of production and operation, the daily connected transactions in 2022 are expected, and the sponsor has no objection to this matter.
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(there is no text on this page, which is the signature page of China International Capital Corporation Limited(601995) verification opinions on Beijing Huafeng Test & Control Technology Co.Ltd(688200) expected daily connected transactions in 2022) sponsor representative:
Jia Yizhen Xingke
China International Capital Corporation Limited(601995) February 25, 2022
