Haitong Securities Company Limited(600837) about
Shengmei semiconductor equipment (Shanghai) Co., Ltd
Confirm the excess of daily related party transactions in 2021; and
Verification opinions on the prediction of daily connected transactions in 2022
Haitong Securities Company Limited(600837) (hereinafter referred to as ” Haitong Securities Company Limited(600837) ” or “sponsor”) as a sponsor of shengmei semiconductor equipment (Shanghai) Co., Ltd. (hereinafter referred to as “shengmei Shanghai” or “company”) for initial public offering of shares and listing on the science and innovation board, in accordance with the administrative measures for listing recommendation business of securities development bank Relevant provisions such as the Listing Rules of shares on the science and Innovation Board of Shanghai Stock Exchange, the guidelines for self regulatory supervision of listed companies on the Shanghai Stock Exchange No. 11 – continuous supervision, and the measures for continuous supervision of listed companies on the science and Innovation Board (for Trial Implementation), The company has carefully verified the excess of daily related party transactions in 2021 and the expected events of daily related party transactions in 2022, and issued the following verification opinions: I. Basic information of daily related party transactions
(I) review procedures for the performance of daily connected transactions
1. Review procedures of the audit committee of the board of directors of the company
The company held the first regular meeting of the audit committee of the board of directors in 2022 on March 1, 2022, passed the proposal on confirming the excess of the company’s daily connected transactions in 2021 and the forecast of daily connected transactions in 2022, and agreed to submit the proposal to the board of directors for deliberation.
2. Deliberation procedures of the board of directors of the company
On March 1, 2022, the company held the 17th meeting of the first board of directors, deliberated and passed the proposal on confirming the excess of the company’s daily connected transactions in 2021 and the forecast of daily connected transactions in 2022. The connected directors Hui Wang, Wang Jian, Haiping Dun, Stephen sun-haichiao and Li Jiang avoided voting on relevant matters, Relevant proposals were unanimously voted by the non affiliated directors present at the meeting. The proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation, and the related shareholders will avoid voting on relevant matters at the general meeting of shareholders.
3. Deliberation procedures of the board of supervisors of the company
On March 1, 2022, the company held the 14th meeting of the first board of supervisors, which deliberated and approved the “on confirming the excess of the company’s daily connected transactions in 2021 and the forecast of daily connected transactions in 2022”
All supervisors unanimously agreed on the proposal. The board of supervisors believes that the company’s daily related party transactions in 2021
The easily exceeded part and the daily related party transactions expected in 2022 meet the daily business needs of the company and are not
There are circumstances that damage the legitimate rights and interests of all shareholders of the company.
4. Prior approval opinions and independent opinions issued by independent directors of the company
The independent directors of the company have expressed their prior approval opinions on this matter and made clear independent opinions on the board of directors
Opinions:
The board of directors of the company’s actual occurrence of daily related party transactions between the company and ninebell Co., Ltd. in 2021
The description of the difference between the current situation and the expected situation is consistent with the actual situation of the company, and the daily connected transactions that have occurred in 2021
The matter is fair and reasonable, and there is no situation that damages the interests of shareholders of the company and other non related parties. Company 2022
The daily related party transactions expected to occur in the year are necessary for the company’s normal operation and management, and the company’s own business
There is a certain relevance with the business of related parties, and there is also the necessity of transactions. The related party transactions meet the requirements of the company
Division development needs. Related party transactions follow the principles of fairness, impartiality and reasonableness. The pricing of related party transactions is fair and unfair
There are circumstances that damage the interests of the company and all shareholders and comply with relevant laws and regulations and the company’s related party transaction management office
The law. The independent directors agree that the board of directors will submit the relevant proposals to the general meeting of shareholders for review after they are reviewed and approved
Discussion.
(II) estimated amount and category of daily connected transactions
Unit: 10000 yuan
From the beginning of this year to this forecast, this forecast accounts for the proportion of similar industries in January 31, 2022, 2021 accounts for the proportion of related parties of gold related party transactions in 2022, the proportion of daily and accumulated actual business of related parties and the amount of categories in 2021 (%) The actual amount of the paid amount that has occurred (%) is the original trade amount with large difference
because
Hejing Technology Co., Ltd. 220000 0.89% – 1.31 0.00%
The company is adopted by the client
Shanghai Hejing silicon material stock purchase plan affects 100.00 0.04% 9.31 867.87 0.54% of related parties and their subsidiaries
Selling products and companies
ACM research for goods and services, 500000, 2.01% – 0.00% business growth, Inc
Shanghai Jita semiconductor has 800000 3.22% – 0.00% business growth Co., Ltd
Subtotal 1530000 6.16% 9.31 869.18 0.54%-
Accepted Association ninebell Co., 4500000 12.81% 2191512171041 12.36%
Ltd. provided by the person needs products and services according to the sales order. Shengyi semiconductor technology 480000 1.37% 55.27193230 1.10% growth and growth (Wuxi) Co., Ltd
Subtotal 4980000 14.18% 2246792364272 13.46%-
Remarks: 1. The above is the amount excluding tax;
2. It is estimated that in 2022, the amount of related party transactions with ACM research, Inc. is 30 million yuan, including a testing machine with zero amount of related party transactions. ACM research, Inc. will provide overseas customers as the first testing machine for free, so as to bring new sales orders after passing the test and verification;
3. The estimated total amount of connected transactions can be adjusted between different transaction categories of the same connected person;
4. The calculation base of the proportion of similar business in 2022 is the expected amount of similar business in 2022, and the calculation base of the proportion of similar business in 2021 is the actual amount of similar business in 2021.
(III) prediction and implementation of previous daily connected transactions
Unit: 10000 yuan
The reason for the large difference between the estimated amount and the actual amount of the related person of the related transaction category in 2021 (the estimated amount in the previous 2021 year (the actual amount in the previous 2021 year)
Changes in customer procurement plan of Hejing Technology Co., Ltd. 550.00 1.31
Change of 140000 867.87 plan for purchasing products, goods and services from customers of Shanghai Hejing silicon materials Co., Ltd. and its subsidiaries
Subtotal 195000 869.18
NINEBELLCo., Ltd. 20 China Vanke Co.Ltd(000002) 171041 order demand exceeded expectations
Accept the products and services provided by related parties with adjustment filters by Shengyi semiconductor technology (Wuxi) Co., Ltd. 3 Ping An Bank Co.Ltd(000001) 93230 purchase supplier
Subtotal 23 China Vanke Co.Ltd(000002) 364272
Remarks: 1. The above is the amount excluding tax;
2. In 2021, due to the increased demand for raw materials caused by the increase of actual shipment compared with the expected shipment, more after-sales sales spare parts and the preparation of machines for sale in 2022, the actual amount of daily related party transactions between the company and ninebell Co., Ltd. was 217104100 yuan, which exceeded the expected amount by 171041 million yuan. The difference between the relevant daily related party transactions and the estimates is mainly caused by meeting the market demand, and there is no situation that damages the interests of the company and all shareholders. 2、 Basic information and relationship of related parties
(I) basic information of related parties
1. Hejing Technology Co., Ltd
Company name: Hejing Technology Co., Ltd;
Date of establishment: July 24, 1997;
Enterprise type: listed company;
Legal representative: Jiao Pinghai;
Registered capital: NT $5408984360;
Residence and main office location: 1 apple Road, Lei Ping Li, Mei Yuan, Taoyuan market, Taiwan, China.
Business scope: R & D, design, manufacturing, import and export and agency sales of semiconductor products.
2. Shanghai Hejing silicon material Co., Ltd
Company name: Shanghai Hejing silicon material Co., Ltd;
Date of establishment: December 1, 1994;
Enterprise type: joint stock limited company (Sino foreign joint venture, unlisted);
