Soochow Securities Co.Ltd(601555)
About Svg Tech Group Co.Ltd(300331)
Verification opinions on the prediction of daily related party transactions in 2022
Soochow Securities Co.Ltd(601555) (hereinafter referred to as " Soochow Securities Co.Ltd(601555) " or "sponsor") as a sponsor of Svg Tech Group Co.Ltd(300331) (hereinafter referred to as "company" or " Svg Tech Group Co.Ltd(300331) ") issuing shares to specific objects (hereinafter referred to as "this offering"), In accordance with the provisions of relevant regulations and normative documents such as the measures for the administration of securities issuance and listing recommendation business, the Listing Rules of Shenzhen Stock Exchange on the gem, the guidelines for self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of listed companies on the gem, the company has carefully verified the expected events of daily related party transactions in 2022, The verification is as follows: I. Basic information of daily connected transactions
(I) overview of related party transactions
Svg Tech Group Co.Ltd(300331) and its subsidiaries, based on the current business cooperation with relevant related parties and the needs of the company's business development, are expected to have daily related party transactions such as selling goods and purchasing goods with Zhejiang Meinong Century Group Co., Ltd. and its subordinate enterprises or affiliated enterprises, Jiangsu jinzhicai Group Co., Ltd. and its subordinate enterprises in 2022, The estimated total amount is 255.15 million yuan, and the actual total amount of daily related party transactions of the company in 2021 is 1606807 million yuan.
The company held the fourth meeting of the Fifth Board of directors and the fourth meeting of the Fifth Board of supervisors on March 11, 2022, deliberated and adopted the proposal on the prediction of daily connected transactions in 2022, and the connected director Yu Zhangxing avoided voting. The independent directors of the company issued prior approval opinions on the related party transactions and issued independent opinions with explicit consent.
This related party transaction does not constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies, and does not need to be approved by relevant departments. According to the provisions of relevant laws and regulations such as the Shenzhen Stock Exchange GEM Listing Rules, the expected matters of this daily connected transaction must be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation, and the connected persons interested in the connected transaction will give up the right to vote on the proposal at the general meeting of shareholders.
(II) category and amount of daily related party transactions expected in 2022
Unit: 10000 yuan
Related party transactions related party transactions related party transactions related party transaction contract signing amount as of the disclosure date category content pricing principle or estimated amount of the previous year amount incurred
Zhejiang Meinong Century Collection by market price
Group Co., Ltd. and its sales of micro nano or by reference to the market price of 1500000 461.12964674 subordinate enterprises or related optical products
Selling enterprises to related parties
Products and commodities Jiangsu jinzhicai group sells micro nano according to the market price
Ltd. and its lower optical products or by reference to the market 800000 94.35557347 enterprise price
Subtotal 2300000 555.471522021
Zhejiang Meinong Century Collection by market price
Purchase goods from affiliated persons and affiliated enterprises or affiliated enterprises of raw materials according to the market price of 200000 62.44 819.74
enterprise
Zhejiang Meinong Century Collection by market price
Provide the affiliated person with the price of 300.00 yuan for the Group Co., Ltd. and its cooperative research and development or compared with the market - subordinate enterprises or affiliated enterprises of labor services
enterprise
Zhejiang Meinong Century Collection by market price
Group Co., Ltd. and its cooperative research and development or 200.00 in comparison with the market -- accept the price of subordinate enterprises or related parties raised by related parties
Labor service enterprises for
Jiangsu jinzhicai group according to the market price
Ltd. and its next generation processing or by reference to the market price of 15.00 0.93 28.12 Enterprises
Total 2551500 618.841606807
Note: the above transactions are all forecasts. It is uncertain whether the contract can be signed as expected, and the final transaction amount is not excluded
It is possible that there is a large difference from the expected amount
(III) daily related party transactions in 2021
Unit: 10000 yuan
Actual occurrence of related party transactions actual occurrence disclosure date of related party transactions category of related party transactions amount of content of related party transactions estimated amount in the proportion of similar amount and estimated and index business amount difference
Zhejiang Meinong century sales micro 2021-4-2 Group Co., Ltd. Na optics 964674900000 19.37% 7.19% 8
To sell products of its affiliated enterprises to affiliated persons, cninfo products, commodities or affiliated enterprise networks
Jiangsu Jinzhi color collection sales micro 557347500000 11.19% 11.47% (www.cn. Tuan Co., Ltd. and Na optics info.com
Its subordinate enterprise products cn.）
Subtotal - 15220211400000 - 8.72%
Zhejiang Meinong Century
Purchasing from related party group Co., Ltd. buyer 819.74 800.00 1.89% 2.47%
Raw materials and products of its subordinate enterprises
Or affiliated enterprise
Accept the collection of Jiangsu gold from related parties
Labor Group Co., Ltd. and processing agent 28.12 15.00 0.06% 87.47%
Its subordinate enterprises
Total 16068071481500 - 8.46%
The board of directors of the company's explanation of the actual inapplicability of daily related party transactions and the expected difference. The independent directors of the company's explanation of the actual inapplicability of daily related party transactions and the expected difference
Note: the above data has not been audited.
The actual amount of related party transactions of the company in 2021 has increased compared with the original estimate, among which the amount of related party transactions to Zhejiang United States
The sales amount of Nong Century Group Co., Ltd. and its subordinate enterprises or affiliated enterprises increased by 6.4674 million yuan compared with the estimate, and the sales amount to Jiangsu jinzhicai Group Co., Ltd. and its subordinate enterprises increased by 5.7347 million yuan compared with the estimate
The higher than expected amount of inter-bank transactions is mainly due to the company's transfer to Zhejiang Meinong Century Group Co., Ltd. and its subsidiaries
Customized radium for packaging sold by enterprises or affiliated enterprises, Jiangsu jinzhicai Group Co., Ltd. and its subordinate enterprises
The sales of laser film, laser paper and other products increased rapidly in 2021, and the application of new products and technologies enhanced the public
The competitiveness of the company's related products and downstream demand. At the same time, the increase in sales of products has also led the company to sell to related parties
Increase in procurement of goods and services. The actual amount of the company's daily related party transactions in 2021 is different from the original estimate
There is no significant difference in the amount.
2、 Introduction and relationship of main related parties
(I) Zhejiang Meinong Century Group Co., Ltd
1. Basic information: Zhejiang Meinong Century Group Co., Ltd. was formerly known as Zhejiang Meinong Screen Printing Co., Ltd
The company has a registered capital of 200 million yuan and its domicile is 6, Xiyuan Third Road, Sandun Town, Xihu District, Hangzhou, Zhejiang Province
No., legal representative Yu Zhangliang, enterprise nature: limited liability company (joint venture between Taiwan, Hong Kong, Macao and China), operating
Scope: licensed items: packaging and decoration printing; Printing of documents, materials and other printed materials; Specific seal
Brush printing (items subject to approval according to law can only be carried out after being approved by relevant departments. For details, please refer to
Business projects shall be subject to the approval results). General items: manufacturing of special packaging equipment; Industrial design services; Mechanics
Equipment research and development; Special equipment manufacturing (excluding licensed professional equipment manufacturing); Sales of mechanical equipment; Software development; Software sales; Information technology consulting services; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; estate management; business management; Environmental protection consulting services (except for projects subject to approval according to law, carry out business activities independently according to law with business license). As of December 31, 2021, Zhejiang Meinong Century Group Co., Ltd. had total assets of 1642 China Hi-Tech Group Co.Ltd(600730) 1 yuan and net assets of 108598730406 yuan. In 2021, it realized operating income of 161754010923 yuan and net profit of 16976975886 yuan. (the above data has not been audited)
2. Affiliated relationship with the company: the enterprise controlled by Yu Zhangliang, the brother of Yu Zhangxing, the second largest shareholder and director of the company. Yu Zhangxing holds 21272004 shares of the company, accounting for 8.19% of the total share capital of the company.
(II) Jiangsu jinzhicai Group Co., Ltd
1. Basic information: Jiangsu jinzhicai Group Co., Ltd. is an enterprise specializing in the production and processing of paper packaging products, with a registered capital of 30 million yuan. Its registered address is No. 15, Zhuhai Road, Siyang Economic Development Zone, Jiangsu. Its legal representative is Ma Guanglu. Its company type is limited liability company (invested or controlled by natural persons), Business scope: licensed items: packaging and decoration printing; Printing of specific printed matter; Printing of documents, materials and other printed materials; Print binding services; Import and export of goods; Technology import and export; Import and export agency; The import and export of goods under the administration of state-owned trade (for items that must be approved according to law, business activities can be carried out only after being approved by relevant departments, and the specific business items shall be subject to the approval results). As of December 31, 2021, Jiangsu jinzhicai Group Co., Ltd. had total assets of 49838903809 yuan and net assets of 21058050576 yuan. In 2021, it realized operating income of 31387393472 yuan and net profit of 2581272962 yuan. (the above data has not been audited)
2. Relationship with the company: the company and Jiangsu jinzhicai Group Co., Ltd. jointly funded the establishment of Jiangsu Weige New Material Technology Co., Ltd., of which the company holds 70% and Jiang
