Huatai United Securities Co., Ltd
About Masterwork Group Co.Ltd(300195)
Heidelberger Druckmaschinen AG and its subsidiaries
Carry out daily verification opinions on the prediction of related party transactions
As the sponsor of Masterwork Group Co.Ltd(300195) (hereinafter referred to as Masterwork Group Co.Ltd(300195) “or” the company “), Huatai United Securities Co., Ltd. (hereinafter referred to as” Huatai united “or” the sponsor “) shall, in accordance with the Shenzhen Stock Exchange gem stock listing rules and the guidelines for self discipline supervision of listed companies No. 2 – standardized operation of GEM listed companies The administrative measures for securities issuance and listing recommendation business and other relevant provisions have verified the daily related party transactions between the company and Heidelberger Druckmaschinen AG (Chinese name “Heidelberg Printing Machinery Co., Ltd.”) and its subsidiaries (hereinafter referred to as “Heidelberg”). The details are as follows: I. Basic information of daily related party transactions
(I) overview of daily connected transactions
Masterwork Group Co.Ltd(300195) and Heidelberg, a related party, sell each other’s machinery and equipment, purchase each other’s accessories and labor services in daily operation. According to the actual situation of the daily related party transactions of the company and its subsidiaries in 2021 and the needs of the company’s business development, it is estimated that the total amount of various daily operating related party transactions between the company and its subsidiaries and Heidelberg in 2022 will not exceed RMB 390.2 million.
The proposal of the 23rd session of the board of directors of drucer Ag and its affiliated companies was approved by the vote of non drucer on 2025, and the fifth meeting of the board of directors of drucer Ag and its affiliated companies was held by the vote of non drucer on 2025, It was adopted with 0 abstentions. The independent directors recognized the connected transaction in advance and expressed independent opinions on the connected transaction. The 21st Meeting of the 5th board of supervisors of the company deliberated and approved the proposal and issued audit opinions, and the related supervisor Dong Hao avoided voting. The recommendation institution issued verification opinions.
This connected transaction needs to be submitted to the general meeting of shareholders of the company for deliberation. Ms. Li Li, the connected person who has an interest in the connected transaction, and Tianjin Mingxuan Investment Co., Ltd. (hereinafter referred to as “Mingxuan investment”) will abstain from voting.
Unit: RMB 10000
Related party transaction category related party transaction content related party transaction pricing 2022 estimated amount incurred in principle and amount incurred in the previous year as of the disclosure date
Purchase Heidelberg printing equipment from related parties at the market price of 962760 66.09567403 goods and accessories
Sales of Heidelberg printing equipment and accessories to related parties market price 2925240 943.491994823 products and commodities
Provide Heidelberg service fee to related parties at the market price of 20.00 0.00 9.66
Accept the labor services provided by the related party with the market price of Heidelberg service fee of 120.00 10.79 85.47
Total 39020001020362571739
Note: if there is any difference between individual data and summary data in this table, it is caused by rounding in data calculation.
(III) actual occurrence of daily connected transactions with Heidelberg in 2021
Unit: RMB 10000
Index of the difference between the actual amount of related party transactions in 2021 and the actual amount of related party transactions on the disclosure date and other related parties in the estimated amount of similar businesses
Amount proportion (%) (%)
Purchase Heidelberg seal from related parties 567403457604 6.36% 23.99%
Buy commodity brush equipment and accessories
Sales of printing equipment to related parties, products, Heidelberg and accessories 19948232703110 13.03% – 26.20% website: March 20, 2021
The Heidelberg service fee is 9.66 2.00 0.01% 383.00% to the related party, and the service number of the announcement is 2021-
Accept Heidelberg service fee of related party 85.47 36.00 0.10% 137.42% 020
Labor services provided
Total 25717393164514 —
Description of the board of directors of the company on the large difference between the actual situation of daily connected transactions and the prediction (if applicable) description of the independent directors of the company on the large difference between the actual situation of daily connected transactions and the prediction (if applicable)
Note: if there is any difference between individual data and summary data in this table, it is caused by rounding in data calculation.
2、 Basic information of related parties
(I) basic information
Company name: Heidelberger Druckmaschinen AG (Chinese name “Heidelberg Printing Machinery Co., Ltd
Company “)
Nature of enterprise: joint stock company
Company domicile: Kurf ü rsten-anlage52-60, Heidelberg, Baden-W ü rttemberg, 69115, Germany
Business Registration No.: hrb330004
Business scope: provide prepress equipment, including computer direct sector making (CTP), screen printing computer direct sector making (CTS); Provide printing equipment, including digital printing, sheet fed offset printing, flexographic printing, label printing, etc.
The financial data of Heidelberg are as follows:
In millions of euros
Project December 31, 2021 March 31, 2021 March 31, 2020
(Unaudited) (audited) (audited)
Total assets 22292169 2603
Total liabilities 20682060 2400
Net asset value 161109 202
In millions of euros
Project from April 1 to December 31, 2021 fiscal year 2020 / 2021 fiscal year 2019 / 2020 fiscal year
(Unaudited) (audited) (audited)
Net sales revenue 15651913 2349
Net profit after tax 40 – 43 – 343
(II) relationship
Ms. Li Li, the chairman, President, controlling shareholder and actual controller of the company, serves as the representative supervisor of Heidelberg shareholders, and holds masterwork machinery s à RL through Mingxuan investment, which is actually controlled (hereinafter referred to as “EVA Luxemburg”) has 100% equity. EVA Luxemburg holds 2574377shares of Heidelberg, accounting for 8.46% of the total shares of Heidelberg at present; Gao Mei, the director of the company, served as the investment manager of Mingxuan. Heidelberg is a related party of the company in accordance with the relevant provisions of the Shenzhen Stock Exchange GEM Listing Rules (revised in December 2020), self regulatory guidelines for listed companies No. 2 – standardized operation of GEM listed companies and the articles of association.
(III) performance capacity
According to the financial data published by Heidelberg, Heidelberg is in good operation and there are no major uncertainties affecting its performance ability; As a company listed on the German Stock Exchange, Heidelberg has good credit status. In conclusion, the company believes that Heidelberg has good performance ability and can perform the contract in daily transactions.
3、 Main contents of related party transactions
(I) related party transaction agreement
The company signed the product distribution agreement and relevant annexes with Heidelberg in 2014. As the company’s exclusive agent in markets other than China and Japan, Heidelberg uses its 170 year old global sales network to sell the company’s EVA brand products and provide corresponding after-sales services; A new agency sales agreement was signed in 2021, extending the validity of the original agreement while expanding the scope of cooperation between the two sides.
The company signed a strategic cooperation agreement with Heidelberg in 2019. The two sides will cooperate in two-way distribution, two-way supply, data sharing, financial leasing business development and other business fields. Changrong Huaxin, the holding subsidiary of the company, signed a cooperation agreement with Heidelberg Beijing Co., Ltd. in December 2019, and the two sides carried out strategic cooperation in financial leasing.
(II) pricing policy and basis
Both parties shall follow the principle of fair and reasonable pricing, take the market price as the basis, and sign specific agreements according to the actual transaction conditions.
4、 Purpose of related party transactions and its impact on Listed Companies
Heidelberg is the company’s agent and important strategic partner in the overseas market. By signing an agreement with Heidelberg, the company uses its sales and service team to exclusively sell the products agreed by both parties in the overseas global market, which improves the brand influence of the company’s products in the international market and promotes the company’s overseas market development and product sales; At the same time, by selling Heidelberg products in China, we will further deepen the long-term strategic partnership between the two sides and strengthen their respective market positions on the basis of providing customers with cost-effective and competitive products.
The related party transactions between the company and Heidelberg meet the needs of the company’s main business development and have no impact on the company’s independence. The company’s main business does not rely on related parties due to such transactions. The transactions between the company and related parties follow the law of market economy and the principle of market fairness, which is in line with the interests of the company and all shareholders.
5、 Prior approval and independent opinions of independent directors
The independent directors of the company made the following approval opinions in advance:
