Huatai United Securities Co., Ltd
About Cngr Advanced Material Co.Ltd(300919)
Verification opinions on expected daily connected transactions in 2022
Huatai United Securities Co., Ltd. (hereinafter referred to as “Huatai United Securities” and “sponsor”) as a sponsor of Cngr Advanced Material Co.Ltd(300919) (hereinafter referred to as ” Cngr Advanced Material Co.Ltd(300919) ” and “company”) for initial public offering of shares, listing on the gem and continuous supervision of issuing shares to specific objects in 2021, in accordance with the administrative measures for securities issuance and listing sponsor business Relevant laws and regulations such as Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 13 – recommendation business, Shenzhen Stock Exchange gem stock listing rules, Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 2 – standardized operation of GEM listed companies, Checked the estimated daily related party transactions in Cngr Advanced Material Co.Ltd(300919) 2022, and issued this verification opinion: I. Basic information of daily related party transactions
(I) overview of related party transactions
According to the actual situation of the daily related party transactions of the company and its subsidiaries in 2021 and in combination with the needs of the company’s business development, it is expected that the company and its subsidiaries will purchase equipment and equipment with the related party Hunan Zhongjia Intelligent Technology Co., Ltd. (hereinafter referred to as “Zhongjia technology”) and its subsidiary, Jiangsu Haishi Pump Manufacturing Co., Ltd. (hereinafter referred to as “Jiangsu Haishi”) in 2022 The total amount of daily related party transactions such as engineering infrastructure shall not exceed RMB 120 million (excluding tax).
The company held the 27th meeting of the first board of directors and the 15th meeting of the first board of supervisors on March 14, 2022. The board of directors deliberated and adopted the proposal on the company’s daily connected transaction plan in 2022 with 4 votes in favor, 0 against and 0 abstention. The connected directors Mr. Deng Weiming, Ms. Wu Xiaoge and Mr. Tao Wu avoided voting. The independent directors of the company recognized the related party transactions in advance and expressed their independent opinions.
According to the relevant provisions of the Shenzhen Stock Exchange GEM Listing Rules and the articles of association, the daily related party transactions still need to be submitted to the general meeting of shareholders of the company for deliberation, and the related shareholders Hunan Zhongwei Holding Group Co., Ltd., Deng Weiming and tongrenhong xinchengda enterprise management consulting partnership (Limited partnership) avoid voting. (II) category and amount of estimated daily connected transactions
The daily related party transactions expected to occur between the company and its subsidiaries and related parties in 2022 are as follows:
Unit: 10000 yuan
Category of related party transactions related party transactions related party transaction pricing was originally expected to be closed in 2022 and issued in 2021
The content will be linked to the transaction amount to generate the amount
Hunan Zhongjia intelligent equipment is purchased according to the original independent transaction
Technology Co., Ltd. and engineering principles, refer to the similar payment of 10 Ping An Bank Co.Ltd(000001) 943564
Negotiate and confirm with related party purchasers and their subsidiaries Jianyi
Product or acceptance related party company
The labor services provided by Jiangsu Haishi pump industry are in accordance with the original independent transaction
For the equipment procurement of Manufacturing Co., Ltd., refer to the similar delivery 200000 963.19
Easy negotiation and confirmation
Note: the amounts listed in the above tables are tax exclusive.
(III) actual occurrence of daily related party transactions in the previous year
Unit: 10000 yuan
Related party transactions related party transactions actually occurred
Difference between the expected amount of content generated by category related persons and the proportion of similar amount to the expected disclosure date and index business
Hunan zhongjiazhi Technology Co., Ltd. purchased equipment 19435642000000 11.43% in 2021. The purchased goods disclosed to the related party company and its xiachao information network on January 21, 564.36 belong to the subsidiary Relevant announcements.
Or accept the customs clearance of Jiangsu Haishi pump. For details, please refer to the information disclosed by the company on the website of giant labor service company on January 21, 2021, when the company purchased 963.19370000 0.57% 273681 equipment from Lianren Manufacturing Co., Ltd Relevant announcements.
Subtotal 20398832370000330117
1. The prediction of daily related party transactions between the company and related parties in 2021 is based on the preliminary judgment of business development, market demand and price, and the actual prediction of daily related party transactions by the board of directors of the company is based on the upper limit of possible business. Description of significant difference between the health situation and the expectation 2 The daily connected transactions of the company in 2021 are in line with the actual production and operation of the company. The transaction is priced according to the market principle, fair and reasonable, and does not harm the interests of the company and minority shareholders. The company’s subsequent related party transactions should be predicted carefully to minimize the difference between the expected and actual transactions.
The independent directors of the company have verified the actual daily related party transactions, and the board of directors of the company said that if there is a large difference between the actual and expected daily related party transactions in 2021, the explanation of the difference is in line with the actual situation of the company, and the daily related party transactions that have occurred in 2021 are fair and reasonable, There is no harm to the interests of the company and other non related party shareholders.
2、 Related person introduction and relationship
(I) Hunan Zhongjia Intelligent Technology Co., Ltd. and its subsidiaries
1. Basic information
(1) Hunan Zhongjia Intelligent Technology Co., Ltd
Company name: Hunan Zhongjia Intelligent Technology Co., Ltd
Unified social credit code / Registration No.: 91430102ma4lx5t87j
The registered capital is 30 million yuan
Legal representative: Deng Weiming
Date of establishment: July 17, 2017
Composition and control of shareholders Deng Weiming holds 70% and Wu Xiaoge holds 30%
Business scope: technology development, consultation and transfer of new energy; Energy saving technology promotion services; Environmental protection technology promotion services.
As of December 31, 2021, the total assets were 7733227 million yuan, the financial data of net assets (Unaudited) was 658493 million yuan, the main business income was 3249911 million yuan, and the net profit was 140446 million yuan.
(2) Hunan Zhongxian Intelligent Technology Co., Ltd
Company name: Hunan Zhongxian Intelligent Technology Co., Ltd
Unified social credit code / Registration No.: 91430102ma4rtcu6xj
The registered capital is 50 million yuan
Legal representative: Liu Junwen
Date of establishment: October 30, 2020
Composition and control of shareholders Hunan Zhongjia Intelligent Technology Co., Ltd. holds 100%
Software development; Manufacturing of intelligent equipment, general instruments and meters and special equipment for environmental protection; Mechanical and electrical equipment processing; Industrial design services; Information technology consulting services; Self operated and acting as an agent for the import and export of various commodities and technologies, except for the commodities and technologies whose business scope is limited or prohibited by the state; Sales of general machinery and equipment; Environmental protection technology promotion services; Repair and sale of special equipment; Professional contracting of electromechanical equipment installation engineering; Mechanical and electrical equipment installation services; Intelligent installation engineering services; R & D, installation, sales and service of automatic control system.
As of December 31, 2021, the total assets were 285889100 yuan, the financial data of net assets (Unaudited) was 549748 million yuan, the main business income was 1551465 million yuan, and the net profit was 4.9436 million yuan.
2. Description of association relationship with the company
Zhongjia technology is an enterprise controlled by the actual controller of the company. According to the relevant provisions of the Shenzhen Stock Exchange GEM Listing Rules, Zhongjia technology and its subsidiary Hunan Zhongxian Intelligent Technology Co., Ltd. (hereinafter referred to as “Zhongxian technology”) are affiliated legal persons of the company.
3. Performance capability analysis
The above related parties have normal production and operation and have the ability to perform the contract. The above related transactions are required for the production and operation of the company.
(II) Jiangsu Haishi Pump Manufacturing Co., Ltd
1. Basic information
Jiangsu Haishi Pump Manufacturing Co., Ltd
Unified social credit code / Registration No.: 91321282717424572w
The registered capital is 62.08 million yuan
Legal representative: Yuan Keqing
Date of establishment: December 27, 1999
Composition and control of shareholders Jingjiang Zhongjia Intelligent Equipment Co., Ltd. holds 100% of the shares, and the actual controllers are Deng Weiming and Wu Xiaoge.
Design, research, development, manufacturing and sales of pumps, valves, nuclear power equipment and chemical equipment; Manufacturing and sales of heat-resistant and wear-resistant steel products, metal structures, metal pipes and metal containers; Self operated 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); Road general cargo transportation.
As of December 31, 2021, the total assets were 8,
