Orient Securities Company Limited(600958) underwriting sponsor Co., Ltd
About Merit Interactive Co.Ltd(300766)
Verification opinions on daily connected transactions in 2022
Orient Securities Company Limited(600958) underwriting and recommendation Co., Ltd. (hereinafter referred to as “Oriental Investment Bank” and “recommendation institution”) is a recommendation institution for Merit Interactive Co.Ltd(300766) (hereinafter referred to as ” Merit Interactive Co.Ltd(300766) ” and “company”) to issue shares for the first time and list on the gem, According to the measures for the administration of securities issuance and listing recommendation business, the Listing Rules of Shenzhen Stock Exchange gem, the guidelines for the standardized operation of companies listed on Shenzhen Stock Exchange gem and other relevant laws and regulations, the expected matters of daily related party transactions in Merit Interactive Co.Ltd(300766) 2022 are verified as follows:
1、 Basic information of daily connected transactions
(i) Overview of daily connected transactions
According to the actual situation of Merit Interactive Co.Ltd(300766) (hereinafter referred to as “the company” or ” Merit Interactive Co.Ltd(300766) “) in 2021 and the daily connected transactions between subsidiaries and connected persons, and in combination with the needs of the company’s business development, it is expected that the company and its subsidiaries will cooperate with Sina The corresponding income from the daily related party transaction business of Baidu and other related persons is expected to not exceed 294 million yuan (see “(II) expected daily related party transaction category and amount) for details), of which the estimated income from the agency business is 6.5 million yuan and the corresponding daily estimated amount is 310 million yuan. The total amount of daily related party transactions between the company and its subsidiaries and related parties in 2021 is expected to be RMB 298.4 million. As of October 2021, the total amount of daily related party transactions actually occurred is RMB 186.664 million, which does not exceed the expected amount.
On December 30, 2021, the 26th meeting of the second board of directors of the company deliberated and adopted the proposal on the prediction of daily connected transactions in 2022 with 8 affirmative votes, 0 negative votes, 0 abstention votes and 3 withdrawal votes, of which the affiliated directors Zhang Peng, Cao Xiaodong and Chen Tian withdrew from voting on the proposal.
The related party transactions still need to be submitted to the general meeting of shareholders for deliberation. The related shareholders Beijing Heyu venture capital center (limited partnership) and Beijing Dinglu Zhongyuan Technology Co., Ltd. will avoid voting on the above related party transactions at the general meeting of shareholders.
（2） Category and amount of estimated daily related party transactions
The estimated daily related party transactions of the company and its subsidiaries in 2022 are as follows:
Estimated amount of related party transactions from January to October 2021 related party transaction content pricing principle (yuan) amount category (yuan)
Fair value of Tencent Micro Technology Services Co., Ltd. [Tencent Micro Technology Services Co., Ltd.]
Beijing weimengchuangke network data service fair value 30000000.0010026552.49 Technology Co., Ltd
Other sina is a related party data service with a fair value of 10000000.004681491.88. It is related to Baidu online network technology Tencent guangdiantong agency business with a fair value of 500000.00152645.47 Lianren (Beijing) Co., Ltd
Provide data service, fair value 3500000.000, Beijing iqiyi Technology Co., Ltd
Limited company data service fair value 6000000.001580636.87
Beijing Baidu Netnews technology data service fair value 24000000.0015075904.22 Co., Ltd
Other Baidu related party data services fair value 4000000.001083846.32
Beijing yunzhenxin technology has data service fair value 10000000.004952830.20 Co., Ltd
Subtotal 294000000.00181794274.74
Note:
1. “Amount incurred from January to October 2021” is unaudited. Actual amount of daily related party transactions of the company from January to October 2021
Of the 186664000 yuan, in addition to the 181794274.74 yuan with sina, Baidu and yunzhenxin listed in the above table,
The amount actually incurred with other related parties is shown in the following table “(III) actual occurrence of daily related party transactions from January to October 2021
Situation “.
2. According to the company’s accounting policies, the revenue of agency growth services is recognized on a net basis, and Sina and Baidu are related in 2022
The estimated revenue of our agency growth services is 6.5 million yuan, and the corresponding business flow amount is 310 million yuan.
（3） Actual occurrence of daily connected transactions from January to October 2021
shut
Introduction of the difference between the actual amount of related party transactions of related parties delivered to related parties on the disclosure date and the amount of (yuan) (yuan) in the expected period and the content of demand for trade (%)
other
Basic push, dmp2021’s call to micro dreamtronics network technology data service, application call 140378164.28202600000.00-30.71% January 19, wake-up and activation of Guan (China) Co., Ltd., liantencent guangdiantong, tou3862203.019600000.00-59.77% in 2021, rentiao and other agency services, and Beijing micro dreamtronics network technology label matching on October 28, 10026552.4927000000.00-62.86%
Supply Technology Co., Ltd. cninfo services sina.com Technology (China) application wake-up, promotion, etc. 4231066.87 communication network services Co., Ltd. 7200000.00-34.98% http://w Xingchao shining mobile network department application wake-up, promotion, etc. 429114.60ww cn. in
Technology (China) Co., Ltd com.. C Beijing Weiyou interactive network section n
Technology Co., Ltd. data service 21310.41
Baidu online network technology Tencent guangdiantong agency 152645.4710000000.00-98.47%
(Beijing) Co., Ltd
Beijing iqiyi Technology Co., Ltd. label matching, etc. 1580636.8710000000.00-84.19%
company
Beijing Baidu Netnews technology has tag matching and application call 15075904.2220000000.00-24.62%
Co., Ltd. wake up, promote activity, etc
Beijing Baidu Netcom technology has Tencent guangdiantong agency industry 648.03
Limited company
Baidu times network technology label matching and application 1083846.32200000.00-45.81%
(Beijing) Co., Ltd
Beijing yunzhenxin Technology Co., Ltd. data service 4952830.2010000000.00-50.47%
company
Zhejiang high speed information engineering technical data service 1297795.95
Technology Co., Ltd
Zhejiang data security service 47169.81
limited company
Zhejiang data security service human services 1286023.93
limited company
Digital Paradise (Beijing) network data service 93037.26
Luo Technology Co., Ltd
Subtotal 184518949.72298400000.00
Zhejiang data security service and server 1048856.96
Limited company leasing, etc
Beijing Baidu Netnews technology has IDC fees of 439792.91
Limited company
Connected to Baidu times network technology traffic procurement
By (Beijing) Co., Ltd. 265169.09
Off Beijing Xingchao online culture development
Marketing expenses of LianZhan Co., Ltd. 94339.62
Human digital Paradise (Beijing) network
Traffic procurement of Tirol Technology Co., Ltd. 6935.63
For Hangzhou West Lake data intelligence research
The Institute donated 200000.00 yuan
Hangzhou Young Entrepreneurs Association
Membership fee 30000.00
Hangzhou new generation entrepreneurs membership fee 60000.00
Fraternity
Subtotal
