Minsheng Securities Co., Ltd
About Sunshine Global Circuits Co.Ltd(300739)
Verification opinions on daily connected transactions in 2022
Minsheng Securities Co., Ltd. (hereinafter referred to as “recommendation institution” and “Minsheng securities”) as a recommendation institution under the continuous supervision of Sunshine Global Circuits Co.Ltd(300739) (hereinafter referred to as “company” or ” Sunshine Global Circuits Co.Ltd(300739) “), in accordance with the measures for the administration of securities issuance and listing recommendation business and the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies The guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange, the Listing Rules of shares on the gem of Shenzhen Stock Exchange and the guidelines for the recommendation of companies listed on the Shenzhen Stock Exchange have verified the expected events of the company’s daily connected transactions in 2022. The details are as follows:
1、 Basic information of daily connected transactions
(i) Overview of daily connected transactions
1. According to the needs of the company’s business development, it is necessary to purchase raw materials from the related legal person Shenzhen bairou New Material Technology Co., Ltd. (hereinafter referred to as “bairou new materials”). The company expects that the total amount of daily related party transactions with related parties will not exceed RMB 5 million in 2022.
2. The daily related party transactions in 2022 have been deliberated and approved at the 38th (Interim) meeting of the second board of directors of the company, the related director Mr. Zhang Peike avoided voting, and the independent directors of the company expressed their prior approval and independent opinions. This matter is within the approval authority of the board of directors of the company and does not need to be submitted to the general meeting of shareholders for deliberation.
（2） Category and amount of daily related party transactions expected in 2022
According to the needs of daily operation, the company has estimated the daily connected transactions in 2022. Specific estimates are as follows:
Unit: 10000 yuan
As of the date when the contract is signed, the amount of related transactions and related transactions has been disclosed. Before 2021, it is easy for other related parties to price or predict the amount. The principle amount of the estimated amount in 2021 (excluding tax)
Purchase bairou new raw materials from related parties with reference to the market
The fair price of raw materials purchased is 500.00-350.00324 fifty
price
Total 500.00-350.00324 fifty
1. “Amount incurred up to now in 2021” refers to the transaction amount as of November 30, 2021, which has not been audited.
（3） Actual occurrence of daily related party transactions in the previous year
Up to now, the related party transactions between the company and its subsidiaries and related parties in 2021 are as follows:
Unit: 10000 yuan
Actual amount of related party transactions in 2021
Proportion (%) of estimated amount of related party transactions (excluding tax on the disclosure date and index content of similar industries and estimated amount) difference (%)
Purchase raw materials from related persons on January 29, 2021, and purchase 350.00324 yuan for bairou new materials 5012.69% 7.29% (2021-011)
Accept the house Hengtai digital chain technology lease of RMB 60.0032 provided by the related party Shenzhen Qianhai on January 29, 2021 145.26% 46.43% (2021-011) leasing Technology Co., Ltd
Total 410.00356.00 64——————
1. “Actual amount” refers to the transaction amount as of November 30, 2021, which has not been audited.
2、 Related person introduction and relationship
(i) Basic information of related parties
1. Name: Shenzhen bairou New Material Technology Co., Ltd
Unified social credit Code: 91440300ma5efu3528
Address: 4 / F, 1 / F, building a, Shuanghuan Industrial Zone, No. 8, Baoqing Road, Baolong community, Baolong street, Longgang District, Shenzhen
floor
Registration time: April 14, 2017
Legal representative: Zhang Peike
Registered capital: 35.226 million yuan
Business scope: general business items are: R & D, production and sales of electronic functional materials and related process equipment.
Main financial information: (including: unaudited data of the first three quarters of 2021)
Unit: 10000 yuan
December 31, 2020 September 30, 2021
Total assets 2721.114825.03
Net assets 1890.464039.74
Project 2020 January September 2021
Operating income 1266.901516.46
Net profit -433.02-150.72
（2） Relationship with listed companies
Bairou new material is an enterprise controlled by Mr. Zhang Peike, the actual controller of the company. Mr. Zhang Peike directly or indirectly holds 50.48% of its shares and serves as the legal representative and chairman of bairou new material; According to the relevant provisions of the Shenzhen Stock Exchange GEM Listing Rules, bairou new material forms an affiliated relationship with the company and is the affiliated legal person of the company.
（3） Performance capability analysis
Bairou new material is a company that exists according to law and operates normally. It has good financial and credit status, can normally perform the contents of the contract in daily transactions, and has good performance ability.
3、 Main contents of related party transactions
(i) Main contents of related party transactions
The company and its subsidiaries intend to purchase raw materials from bairou new materials. It is estimated that the amount of daily related party transactions with bairou new materials in 2022 will not exceed RMB 5 million (excluding tax).
The pricing principle of related party transactions is completely based on the market conditions and determined by both parties through consultation. The transaction price, collection and payment arrangement and settlement method involved in the daily business process shall comply with the general commercial terms of the company, and the transaction price shall be conducted in accordance with the principles of openness, fairness and impartiality.
（2） Signing of related party transaction agreement
The specific related party transaction agreement shall be signed when the actual business occurs.
4、 Purpose of related party transactions and its impact on Listed Companies
This transaction with related parties belongs to normal market behavior and is required for the normal operation of the company. The expected events of this related party transaction follow the market principles of equality and mutual benefit, fair pricing and reasonable terms of collection and payment, and there is no damage to the interests of the company and shareholders. The expected events of this related party transaction will not have a significant adverse impact on the company’s financial status, operating results and independence.
5、 Review procedures for implementation
(i) Opinions of the board of directors
The 38th (Interim) meeting of the second board of directors of the company deliberated and adopted the proposal on the prediction of daily connected transactions in 2022. The board of directors considered that the connected transactions were in line with the actual operation and development needs of the company and agreed to the matters predicted by the company for daily connected transactions in 2022. The total amount of daily connected transactions did not exceed RMB 5 million (excluding tax).
（2） Opinions of the board of supervisors
The 30th (Interim) meeting of the second board of supervisors of the company deliberated and adopted the proposal on the prediction of daily connected transactions in 2022 , the board of supervisors believes that the related directors have avoided voting according to law during the voting process of the board of directors of the company, and the voting process meets the requirements of relevant laws and regulations. The estimated events of this related party transaction are based on the principle of fairness, and the price is fair and reasonable, which will not have a significant adverse impact on the company’s financial status, operating results and independence, and will not damage the legitimate rights and interests of the company and all shareholders. Therefore, the board of supervisors agreed to the related matters expected by the company’s daily connected transactions in 2022.
（3） Opinions of independent directors
Before convening the board of directors, the company has communicated with the independent directors on the main contents and expected transaction amount of the daily connected transactions, and the proposal will be submitted to the board of directors for deliberation after being approved in advance by the independent directors of the company.
After reviewing the proposal, the independent directors expressed independent opinions and believed that the related party transaction was necessary for the normal business activities of the company. The transaction price is fair and reasonable, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders; It will not have a significant adverse impact on the company’s financial status and operating results; It will not affect the independence of the company, and the company’s business will not rely on or be controlled by related parties due to the occurrence of such transactions. All independent directors unanimously agree on the related party transactions.
6、 Verification opinions of the recommendation institution
After verification, the sponsor believes that the expected daily related party transactions of the company in 2022 meet the needs of the company’s normal business activities. The related party transactions have been deliberated and approved by the board of directors and the board of supervisors of the company, the related directors avoided voting, and the independent directors recognized the related party transactions in advance and issued agreed independent opinions, The decision-making procedures comply with the relevant provisions of the Shenzhen Stock Exchange GEM Listing Rules, the Shenzhen Stock Exchange GEM listed companies’ standardized operation guidelines, the articles of association and the company’s related party transaction management system; The pricing of this related party transaction follows the market-oriented principle, and there is no situation that damages the interests of the company and non related shareholders. The recommendation institution has no objection to the company’s related party transactions.
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(there is no text on this page, which is the signature page of the verification opinions of Minsheng Securities Co., Ltd. on the prediction of daily connected transactions in Sunshine Global Circuits Co.Ltd(300739) 2022)
Sponsor representative:
Chen Yao, Xu Jie
Minsheng Securities Co., Ltd
