China Securities Co.Ltd(601066)
About China Railway High-Speed Electrification Equipment Corporation Limited(688285)
Verification opinions on the expected daily connected transaction limit in 2022
China Securities Co.Ltd(601066) (hereinafter referred to as ” China Securities Co.Ltd(601066) ” securities “and” sponsor “) as a sponsor of China Railway High-Speed Electrification Equipment Corporation Limited(688285) (hereinafter referred to as” China Railway High-Speed Electrification Equipment Corporation Limited(688285) “and” company “) for initial public offering of shares and listing on the science and innovation board, In accordance with the measures for the administration of securities issuance and listing recommendation business, the measures for the continuous supervision of listed companies on the science and Innovation Board (for Trial Implementation), the Listing Rules of shares on the science and Innovation Board of Shanghai Stock Exchange and other relevant provisions, the estimated amount of daily connected transactions in China Railway High-Speed Electrification Equipment Corporation Limited(688285) 2022 was checked. The details are as follows:
1、 Basic information of daily connected transactions
(i) Review procedures for the performance of daily connected transactions
China Railway High-Speed Electrification Equipment Corporation Limited(688285) the ninth meeting of the second board of directors and the seventh meeting of the second board of supervisors were held on December 30, 2021. The proposal on the estimation of the amount of daily connected transactions in 2022 was considered and adopted. The total estimated amount of daily connected transactions is RMB 1262 million, including the purchase of raw materials from connected persons The amount of related party transactions for receiving labor services is 12 million yuan, the amount of related party transactions for selling goods to related parties is 110 million yuan, and the amount of other related party transactions (Construction in progress and house leasing) is 150 million yuan. The affiliated directors avoided voting, and the non affiliated directors present at the meeting unanimously agreed to the proposal.
China Railway High-Speed Electrification Equipment Corporation Limited(688285) the independent directors have expressed their independent opinions with explicit consent on the proposal and believe that the daily connected transactions between the company and related parties in 2022 are based on the principles of fairness and voluntariness, and there is no violation of laws and regulations, the articles of association and relevant systems; It is expected that the pricing of daily connected transactions is reasonable and fair, and there is no behavior damaging the interests of the company and all shareholders, especially minority shareholders; Such related party transactions belong to the normal business of the company, are conducive to the business development of the company, are in line with the interests of the company and all shareholders, will not have a significant adverse impact on the financial status and operating results of the company, and the main business of the company will not form a significant dependence on related parties due to such transactions; When the board of directors deliberated the proposal, the related directors have avoided voting, and the deliberation procedures comply with the provisions of relevant laws and regulations and the articles of association. Therefore, all independent directors unanimously agree on the transaction matters involved in the company’s proposal on the estimation of daily connected transaction quota in 2022. In the principle of fairness and voluntariness, there is no violation of laws and regulations, the articles of association and relevant systems; It is expected that the pricing of daily connected transactions is reasonable and fair, and there is no behavior damaging the interests of the company and all shareholders, especially minority shareholders; These related party transactions belong to the normal business of the company, are conducive to the business development of the company, are in line with the interests of the company and all shareholders, will not have a significant adverse impact on the financial status and operating results of the company, and the main business of the company will not form a significant dependence on related parties due to such transactions. The supervisors present at the meeting unanimously agreed and passed the proposal.
The estimated amount of this daily connected transaction needs to be submitted to the general meeting of shareholders of the company for deliberation, and the connected shareholders will avoid voting.
（2） Estimated amount and category of this daily connected transaction
The estimated amount and category of the company’s daily connected transaction quota are as follows:
Unit: 10000 yuan
From January 1, 2021 to November 30, 2021, the proportion of the current estimated amount of similar industries to the current estimated amount of related transactions related to related transactions. The reason for the large difference in the actual amount (%) of the amount of accrued amount actually incurred in 2021
Purchase of China from related parties
The purchase of raw materials and China Railway 1200719.670.93% shall be determined according to the actual needs of business and the requirements of subordinates receiving labor services
company
China
The sales of China Railway 11000083093.2861.34% to related parties shall be determined according to the actual needs of the business
company
Others (China under construction)
China Railway 150001371.1110.64% of the project and housing is determined according to the actual business needs (leasing)
company
Total -12620085184.06–
Note: 1. The proportion of similar businesses in the above table = the amount of related party transactions / the amount of similar businesses audited in 2020; 2. The validity period of this estimated amount is from the date of deliberation and approval of the first extraordinary general meeting of the company in 2022 to the date of deliberation and approval of the estimated amount of daily connected transactions in 2023 at the annual general meeting of the company in 2022; 3. The above data have not been audited.
（3） Prediction and implementation of the previous daily connected transactions
Unit: 10000 yuan
The reason why the difference between the estimated amount on January 1, 2021 and the actual amount of related parties of related transactions from the estimated date of 2021 to November 2021 is larger than the actual amount on January 30, 2021
Amount generated
Purchase China Railway Group Limited(601390) subordinate companies from related parties
Buy raw materials and receive company 850719.67-
Receiving labor service
Sell China Railway Group Limited(601390) subordinate company 9200083093.28 to related persons-
Product sales division
Others (subordinate companies of construction in progress China Railway Group Limited(601390) )
Cheng and housing rent Secretary 30111371.11-
(lease)
Total -9586185184.06-
Note: the above data have not been audited.
2、 Basic information and relationship of related parties
(i) Basic information of related parties
The direct and indirect controlling shareholders of the company are China Railway Electric Industry Co., Ltd., China Railway Electrification Bureau Group Co., Ltd., China Railway Group Limited(601390) , China Railway Engineering Group Co., Ltd. and the enterprises directly or indirectly controlled by them. The relevant information of China Railway Group Limited(601390) is as follows:
Name China Railway Group Limited(601390)
Date of establishment: September 12, 2007
Address: 918, building 1, yard 128, South Fourth Ring West Road, Fengtai District, Beijing
Legal representative: Chen Yun
Registered capital: RMB 2457092928300
Main business location: 918, building 1, yard 128, South Fourth Ring West Road, Fengtai District, Beijing
General contracting of civil engineering construction and installation of lines, pipelines and equipment; Sub contracting of survey, design, construction, construction supervision, technical consultation, technology development, technology transfer and technical services of the above projects; Development and business scope of special mechanical equipment, equipment, components, steel beams, steel structures and building materials for civil engineering production, sales and leasing; Temporary passenger and freight transportation business and related services before the formal acceptance and delivery for operation of the new railway line; Contracting foreign projects and domestic and foreign-funded projects in the industry; Real estate development and operation, resource development, material Trade and logistics; Import and export business; To engage in counter trade and entrepot trade; Automobile sales; Sales of electronic products and communication signal equipment, transportation and power, construction hardware, plumbing equipment and daily necessities. (market entities shall independently choose business projects and carry out business activities according to law; approval shall be obtained according to law
For approved projects, business activities shall be carried out according to the approved contents after being approved by relevant departments; Shall not engage in state
And the business activities of projects prohibited and restricted by the industrial policies of this Municipality.)
Indirect controlling shareholders of affiliated companies
（2） Performance capability analysis
The above-mentioned related parties have good credit status, continue to operate according to law and have good performance ability. All related party transactions occurred in the early stage of the company shall be carried out in accordance with the contract. The company will sign contracts or agreements with related parties on the expected daily related party transactions according to the business development 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 related party transactions
The daily related party transactions expected to occur between the company and related parties in 2022 are mainly the purchase of raw materials from related parties, the acceptance of labor services, the sale of products to related parties and other businesses (Construction in progress and house leasing); The transaction price shall follow the principle of fair pricing, be determined through negotiation according to the specifications and models of specific products and customer customization requirements, and in combination with the market price.
（2） Signing of related party transaction agreement
After the above estimated amount of daily connected transactions is considered and approved by the China Railway High-Speed Electrification Equipment Corporation Limited(688285) board of directors, China Railway High-Speed Electrification Equipment Corporation Limited(688285) and its subsidiaries will sign specific transaction contracts or agreements with relevant connected parties according to the business development.
4、 Purpose of daily connected transactions and its impact on Listed Companies
It is necessary for the company to purchase raw materials, accept labor services, sell products to related parties and other businesses (Construction in progress and house leasing) from related parties. These related transactions follow the principles of fairness, fairness and impartiality, have fair pricing, reasonable settlement time and method, and do not damage the interests of the company and minority shareholders. The cooperative related parties 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. The company’s main business will not form a significant dependence on related parties, nor will it affect the company’s independence.
5、 Verification opinions of the recommendation institution
After verification, the sponsor believes that: China Railway High-Speed Electrification Equipment Corporation Limited(688285) the above estimated amount of daily connected transactions in 2022 has been deliberated and adopted at the ninth meeting of the second board of directors and the seventh meeting of the second board of supervisors, the connected directors have avoided voting, the independent directors have expressed their agreed independent opinions on the proposal, and the board of supervisors has expressed their consent. The decision-making procedures for the above-mentioned estimated amount of connected transactions comply with the provisions of relevant laws and regulations and the articles of association. China Railway High-Speed Electrification Equipment Corporation Limited(688285) the above daily related party transactions are expected to be necessary for carrying out daily business activities. No damage to the interests of the company and minority shareholders is found. The above related party transactions will not have a significant adverse impact on the company’s financial status and operating results, and the company’s main business will not form a significant dependence on related parties due to such transactions. In conclusion, the recommendation institution agrees China Railway High-Speed Electrification Equipment Corporation Limited(688285) with the above forecast of daily connected transaction amount in 2022.
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(there is no text on this page, which is the signature and seal page of China Securities Co.Ltd(601066) verification opinions on China Railway High-Speed Electrification Equipment Corporation Limited(688285) 2022 annual daily connected transaction quota estimation)
Signature of sponsor representative:
Guo Yao, Bao Hongxing
China Securities Co.Ltd(601066) mm / DD / yy
