Guoyuan Securities Company Limited(000728)
Verification opinions on the estimated amount of daily connected transactions in Sinomag Technology Co.Ltd(300835) 2022
Guoyuan Securities Company Limited(000728) (hereinafter referred to as " Guoyuan Securities Company Limited(000728) " or "sponsor") as a sponsor of Sinomag Technology Co.Ltd(300835) (hereinafter referred to as " Sinomag Technology Co.Ltd(300835) " or "company") for initial public offering of shares and listing on GEM, in accordance with the measures for the Administration of securities issuance and listing sponsor business and the guidelines for the recommendation of listed companies of Shenzhen Stock Exchange In accordance with the provisions of relevant laws, regulations and normative documents such as the Listing Rules of Shenzhen Stock Exchange on the growth enterprise market and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of listed companies on the growth enterprise market, the company has carefully verified the estimated amount of daily connected transactions in 2022. The details are as follows:
1、 Basic information of related party transactions
Due to the needs of daily business development, Sinomag Technology Co.Ltd(300835) and its subsidiaries intend to have daily related party transactions with Changzhou Baifan Electric Co., Ltd. (hereinafter referred to as "Changzhou Baifan") to sell magnetic products, commutators and other products. The actual total amount of similar transactions between the company and Changzhou Baifan in 2021 is 5.6326 million yuan. It is expected that the daily related party transactions with Changzhou Baifan in 2022 will not exceed 12 million yuan.
The estimated matters of this connected transaction are within the approval authority of the board of directors and do not need to be submitted to the general meeting of shareholders for deliberation. 2、 Basic information of related parties
(I) introduction to related parties
Changzhou Baifan Electric Co., Ltd
Unified social credit code 91320412676355784p
The registered capital is 3 million yuan
Date of establishment: May 29, 2008
Legal representative: Huang Kechuan
Manufacturing and processing of small motor, micro booster pump and loudspeaker. Self operated business scope and acting as an agent for the import and export of various commodities and technologies, except for the commodities and technologies restricted or prohibited by the state.
The major shareholder Anhui Zhihong Purification Technology Co., Ltd. holds 100%
Actual controller Xiong Zhi
Changzhou Bofan, founded in 2008, is an enterprise focusing on the manufacturing and processing of small motors, micro booster pumps and loudspeakers. Financial data of 2022 (Unaudited): operating income is 1511513 million yuan and net profit is 5.3279 million yuan.
(II) relationship with the company
Changzhou Baifan is an enterprise indirectly controlled by Xiong Yonghong, the actual controller of the company, and Xiong Zhi, the nephew of Xiong Yongge. Based on the principle of prudence and in accordance with the company law, accounting standards for business enterprises and other relevant provisions, Changzhou Baifan is regarded as a related party of the company, and the relevant transactions constitute related transactions.
(III) performance capability analysis
Changzhou Bofan has long-term business cooperation with the company, with strong performance ability, stable daily operation, good financial status and credit standing, performance ability and no major uncertainty. Changzhou Bofan does not belong to the person subject to execution for dishonesty.
3、 Main contents of related party transactions
(I) main contents of related party transactions
The types of daily related party transactions involved in this estimation are mainly Sinomag Technology Co.Ltd(300835) and its wholly-owned subsidiaries Shanghai Longci Trading Co., Ltd. and Anhui Longci Precision Devices Co., Ltd. selling goods to related parties. The business transactions between the company and related parties belong to normal business transactions, and the procedures are legal. All transactions are based on the market price, follow the fair and reasonable pricing principle and the pricing practice in the actual transaction, and determine the transaction price through negotiation. There is no case that damages the interests of the listed company.
(II) signing of related party transaction agreement
According to the actual demand of subsidiaries and related parties, the amount will be signed by both parties.
4、 Necessity of related party transactions and its impact on the company
The above related party transactions belong to normal commercial transactions. The transaction is necessary and the pricing follows the commercial principles of compensation, fairness and voluntariness. The pricing is fair and reasonable, which has no adverse impact on the company's sustainable operation ability, profit and loss and asset status, does not damage the interests of the listed company, and does not affect the independence of the company's operation.
5、 From the beginning of the year to the disclosure date, the total amount of various related party transactions with the related party has accumulated. From January 1, 2022 to the disclosure date of this announcement, the total amount of various related party transactions between the company and its subsidiaries and the related party (including other related parties controlled by the same subject or controlled by each other) is 899400 yuan.
6、 Relevant review and approval procedures and opinions
(I) review and approval procedures
The 14th meeting of the 5th board of directors and the 10th meeting of the 5th board of supervisors of the company deliberated and adopted the proposal on the estimated amount of daily connected transactions in 2022. The connected directors of the company have avoided voting, the independent directors have expressed their independent opinions on the matter and performed the necessary internal decision-making procedures,.
(II) review opinions of the board of directors
After review, the board of directors of the company believes that the estimated amount of daily related party transactions of the company in 2022 meets the needs of the company's normal production and operation, the pricing of such related party transactions follows the principle of market fairness, and the deliberation and decision-making procedures of related party transactions comply with the provisions of relevant laws, regulations, normative documents and the articles of association, without damaging the interests of the company and shareholders, Agree to the forecast of daily related party transactions in 2022. (III) review opinions of the board of supervisors
After review, the board of supervisors of the company believes that the estimated amount of daily related party transactions in 2022 meets the needs of the company's normal production and operation, the pricing of such related party transactions follows the principle of market fairness, and the deliberation and decision-making procedures of related party transactions comply with the provisions of relevant laws, regulations, normative documents and the articles of association, and there is no damage to the interests of the company and shareholders, Agree to the company's daily related party transactions in 2022.
(IV) independent opinions of independent directors
The company's estimated amount of daily connected transactions in 2022 is based on business needs, which is reasonable and necessary. The transaction is priced according to the market, with reference to the market price, and the transaction amount is determined through full negotiation between both parties. The principles of openness, fairness and impartiality are followed, and there is no damage to the interests of the company and shareholders. We agree to submit the proposal to the board of directors of the company for deliberation. During the deliberation of the board of directors, the related directors shall withdraw from voting during the deliberation of this proposal.
The voting procedure of the company's main daily related party transactions in 2022 is expected to be legal, fair and open. Such transactions are conducive to the development of the company's main business. The transaction prices are determined by both parties through consultation with reference to the market price, which has no adverse impact on the independence of the company and does not damage the interests of the company and other shareholders.
7、 Verification opinions of the recommendation institution
After verification, the recommendation institution believes that the expected related party transactions of the company meet the actual needs of the company's production and operation; The price of related party transactions shall be determined by both parties through negotiation with reference to the market price of similar contracts of the company, and there is no situation that damages the interests of non related shareholders; It will not damage the interests of the listed company and will not affect the independence of the company's operation.
The matter has been deliberated and approved by the board of directors and the board of supervisors of the company, the related directors have avoided voting, the independent directors have expressed their prior approval opinions and agreed independent opinions on the matter, and performed the necessary internal decision-making procedures, It meets the requirements of relevant provisions such as the Listing Rules of Shenzhen Stock Exchange gem (revised in December 2020) and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM, and there is no situation that damages the interests of the company and all shareholders.
In conclusion, the sponsor has no objection to the company's daily related party transactions in 2022. (no text below)
(there is no text on this page, which is the signature page of Guoyuan Securities Company Limited(000728) verification opinions on the estimated amount of daily connected transactions in Sinomag Technology Co.Ltd(300835) 2022) sponsor representative:
Tao chuanbiao, Liu Yunxiao
Guoyuan Securities Company Limited(000728) mm / DD / yyyy
