Zhongtian Guofu Securities Co., Ltd
About Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357)
Verification opinions on the prediction of daily connected transactions in 2022
Zhongtian Guofu Securities Co., Ltd. (hereinafter referred to as "Zhongtian Guofu securities" or "sponsor") is a sponsor of Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) (hereinafter referred to as " Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) " or "company") for initial public offering and listing on the science and innovation board, In accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China, the guidelines for the articles of association of listed companies, the measures for the administration of securities issuance and listing recommendation business, and the Listing Rules of science and Innovation Board of Shanghai Stock Exchange, the estimated daily connected transactions in Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) 2022 were carefully verified. The specific verification results are as follows:
1、 Basic information of daily related party transactions
(I) estimated amount and category of daily related party transactions
Based on the needs of daily business development, the company plans to sell 50 million yuan of products to Zhengda Jianlong high tech Material Technology Co., Ltd. (hereinafter referred to as "Zhengda Jianlong") in 2022. This daily related party transaction is to meet the needs of the company's business development and production and operation, which is beneficial to the business development of both parties. The details are as follows:
The estimated share of related party transactions in the amount of related parties in the same category from the beginning of this year to the disclosure date (the reason for the increase of 10000 business ratio and the cumulative issued business ratio of related parties is yuan) cases (%) and the transaction amount generated cases (%)
Sell products to related parties from Zhengda jianlonggao business, sell new material technology 500000 5.700 exhibits and provide labor services for the needs of the company
(II) prediction and implementation of previous daily related party transactions
The company had no daily related party transactions in previous years.
2、 Basic information and relationship of related parties
(I) basic information of related parties
1. Enterprise name: Zhengda Jianlong high tech materials (Shanghai) Co., Ltd
2. Type: other limited liability companies
3. Legal representative: Xie Bing
4. Registered capital: 100 million yuan
5. Date of establishment: March 3, 2022
6. Address: Building 1, No. 1, Haikun Road, Fengxian District, Shanghai
7. Main office location: Building 1, No. 1, Haikun Road, Fengxian District, Shanghai
8. Main business: general projects: research and development of new materials and technologies; New material technology promotion services; Sales of chemical products (excluding licensed chemical products); Engineering and technical research and test development; Sales of new catalytic materials and additives; Sales of special equipment for environmental protection; Environmental protection consulting services; Sales of gas and liquid separation and purification equipment; Sales of special equipment for oil refining and chemical production; Instrument sales; Sales of special chemical products (excluding hazardous chemicals); Software development; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion (except for projects that must be approved according to law, business activities shall be carried out independently according to law with business license). Licensed items: import and export of goods; Technology import and export (for projects that must be approved according to law, business activities can be carried out only after being approved by relevant departments, and the specific business projects shall be subject to the approval documents or licenses of relevant departments).
9. Major shareholder or actual controller: Zhengda nano material research center (Dalian) Co., Ltd. holds 51.00% Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) shares 49.00%;
10. Main financial data of the latest fiscal year: None
(II) relationship with the company
Joint stock enterprises of the company. Zhengda Jianlong is 51.00% controlled by Zhengda nano material research center (Dalian) Co., Ltd., and the company shares 49.00%; Mr. Bai Pu, the company's R & D director, served as the supervisor of Zhengda Jianlong.
(III) performance capacity
The above related parties exist and operate normally according to law, and have good performance ability and payment ability. The company will sign relevant contracts or agreements with relevant parties on the above transactions and implement them in strict accordance with the agreement. The performance of both parties is guaranteed by law.
3、 Main contents of related party transactions
(I) main contents of this connected transaction
The expected daily related party transactions of the company are mainly to sell products, commodities and provide labor services to related parties, which are necessary for the company to carry out daily business activities. All transactions will sign a written agreement with the corresponding transaction parties, and the transaction price will be determined by both parties through negotiation based on the market price according to the principles of fairness, openness and impartiality. (II) signing of related party transaction agreement
After the estimated amount of daily related party transactions is considered and approved by the 2021 annual general meeting of shareholders, the company and the above related parties will sign specific relevant contracts or agreements according to the business development.
4、 Purpose and impact of related party transactions on the company
(I) necessity of related party transactions
It is an independent supplier of R & D, environmental protection, catalyst and related services in the fields of energy, clean chemicals and molecular sieves, The above related parties jointly funded the establishment of a joint venture between the company and Zhengda nano material research center (Dalian) Co., Ltd., a subsidiary of Zhengda Group in Thailand. In the future, the two sides will accelerate the in-depth development of new products and promote industrial upgrading. The daily related party transactions between the company and the above related parties are necessary to meet the needs of the company's business development and production and operation, in line with the interests of the company and all shareholders.
(II) fairness and rationality of pricing of related party transactions
The company conducts transactions with the above related parties on a fair basis according to market rules, and the company mainly sets prices according to market prices; If there is no market price, it shall be priced according to the cost plus, which is in line with business practices. The related party transactions between the company and the above-mentioned related parties are fairly priced, follow the principles of fair, open and fair market, and there is no behavior that damages the interests of the company and all shareholders, especially small and medium-sized shareholders. The cooperative affiliates selected by the company have good business reputation and financial status, which can reduce the operation risk of the company and is conducive to the continuous development of the company's normal business.
(III) continuity of related party transactions
The transactions between the company and related parties follow the principles of consensus, fair transaction and mutual benefit, which will not have an adverse impact on the independence of the company. The company's main business will not rely on related parties for such transactions, and there is no behavior that damages the interests of the company and all shareholders, especially minority shareholders.
The company maintains a good partnership with the above related parties, and the related party transactions with the above related parties will continue to exist in a certain period of time.
5、 Review procedures for the performance of daily connected transactions
Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) held the 9th meeting of the 3rd board of directors and the 8th meeting of the 3rd board of supervisors on March 9, 2022, deliberated and adopted the proposal on the expected daily connected transactions in 2022. The total estimated amount of the daily connected transactions is 50 million yuan. The income is 50 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. 6、 Verification opinions of the recommendation institution
After verification, the sponsor believes that: the expected matters of the company's daily related party transactions in 2022 have been deliberated and approved by the board of directors and the board of supervisors of the company, the relevant related directors have avoided voting on the related party transactions, and the independent directors have expressed their prior approval opinions and agreed independent opinions on the related party transactions. The above matters need to be submitted to the general meeting of shareholders for deliberation, Comply with relevant laws and regulations and exchange rules. The above related party transactions belong to the needs of the company's daily business activities and meet the actual business conditions of the company. The price of related party transactions will be based on market pricing and will not have a significant impact on the company's production, operation and financial status. There is no transfer of interests and damage to the interests of the company and shareholders.
In conclusion, the sponsor has no objection to the company's daily related party transactions in 2022 and will continue to pay attention to the progress of the above related party transactions.
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Sponsor representative:
Li Gang, Shi Shuai
Zhongtian Guofu Securities Co., Ltd. mm / DD / 2022
