China Merchants Securities Co.Ltd(600999)
About Jilin University Zhengyuan Information Technologies Co.Ltd(003029)
Verification opinions on the prediction of daily connected transactions in 2022
China Merchants Securities Co.Ltd(600999) (hereinafter referred to as " China Merchants Securities Co.Ltd(600999) " or "sponsor") as the sponsor of Changchun Jilin University Zhengyuan Information Technologies Co.Ltd(003029) Information Technology Co., Ltd. (hereinafter referred to as " Jilin University Zhengyuan Information Technologies Co.Ltd(003029) " or "company") for initial public offering and listing of shares, in accordance with the administrative measures for securities issuance and listing sponsor business and the stock listing rules of Shenzhen Stock Exchange In accordance with the requirements of laws, regulations and normative documents such as self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 13 - recommendation business, the expected matters of daily connected transactions in Jilin University Zhengyuan Information Technologies Co.Ltd(003029) 2022 have been carefully and prudently verified. The verification results are as follows:
1、 Basic information of daily connected transactions
(I) overview of daily connected transactions
The company expects that the daily related party transactions in 2022 include selling goods, providing labor services, purchasing goods, receiving labor services, etc. the related parties are mainly the company's joint-stock companies Chengdu Information Technology Of Chinese Academy Of Sciences Co.Ltd(300678) safety Common Technology National Engineering Research Center Co., Ltd. (hereinafter referred to as " Chengdu Information Technology Of Chinese Academy Of Sciences Co.Ltd(300678) "), Jilin Anxin Electronic Certification Service Co., Ltd. (hereinafter referred to as "Jilin Anxin") Inner Mongolia digital certificate Certification Co., Ltd. (hereinafter referred to as "Inner Mongolia digital"), the affiliated person is not listed as a dishonest executee.
In 2021, the total amount of related party transactions of selling goods and providing labor services actually occurred by the company was 5.3085 million yuan, and the total amount of related party transactions of purchasing goods and receiving labor services was 777400 yuan.
In 2022, the company expects the total amount of related party transactions of selling goods and providing labor services to be no more than 17 million yuan, and the total amount of related party transactions of purchasing goods and receiving labor services to be no more than 6 million yuan.
(II) estimated amount and category of daily connected transactions in 2022
According to the company's business plan for 2022, the basic information of the company's daily connected transactions in 2022 is expected to be as follows:
Unit: 10000 yuan
From 2021 to 2022
Related party transactions and related party transactions
Category content pricing principle amount incurred
forehead
Chengdu Information Technology Of Chinese Academy Of Sciences Co.Ltd(300678) technical service market pricing 0.36 750 -
etc.
Jilin Anxin sales security market pricing 273.60 550 21.90
Selling goods, products, etc
Providing labor services and selling safety
Inner Mongolia digital products and other markets are priced at 256.89 400 33.71
Subtotal - 530.85170055.61
Chengdu Information Technology Of Chinese Academy Of Sciences Co.Ltd(300678) accepted service market price 22.64 200 -
etc.
Purchase property
10.07 Jilin Anxin commodity market acceptance
Receiving labor services, etc
Inner Mongolia digital acceptance service market pricing 45.03 200 -
etc.
Subtotal - 77.74 600 -
2、 Basic information and relationship of related parties
(I) basic information of related parties
(I) basic information of related parties
1 Chengdu Information Technology Of Chinese Academy Of Sciences Co.Ltd(300678)
Legal representative: Zhang Quanwei
Registered capital: 50 million yuan
Business scope: information security theory and standard research, system demonstration, large-scale information security system design, high-performance information security product development, information security infrastructure research and application, information security evaluation and management; Information security consulting and services, technology introduction and market promotion, technology transfer and achievement incubation; Computer software production and processing; Computer technology training; Conference services; Undertake exhibition activities. (market entities shall independently choose business projects and carry out business activities according to law; projects that must be approved according to law shall carry out business activities according to the approved contents after being approved by relevant departments; they shall not engage in business activities of projects prohibited and restricted by national and municipal industrial policies.)
Registered address: b1601, B1602, b1603 and b1605, 16th floor, No. 19 Beijing Centergate Technologies (Holding) Co.Ltd(000931) street, Haidian District, Beijing
Latest unaudited financial data:
As of December 31, 2021, Chengdu Information Technology Of Chinese Academy Of Sciences Co.Ltd(300678) total assets are RMB 906392 million, net assets are RMB 85.321 million, main business income is RMB 55.036 million and net profit is RMB 2.1739 million.
2. Jilin Anxin
Legal representative: Dai Yunping
Registered capital: 80 million yuan
Business scope: electronic authentication service; Computer software development, technical service and technical consultation; Development of computer communication network security system; Computer system security integration, computer room decoration, generic cabling engineering, information security engineering and security monitoring engineering; Sales of computer software and hardware products (for projects subject to approval according to law, business activities can be carried out only with the approval of relevant departments).
Registered address: No. 2266 Qianjin Street, high tech park, Changchun
Latest unaudited financial data:
As of December 31, 2021, Jilin Anxin had total assets of 737152 million yuan, net assets of 721155 million yuan, main business income of 143134 million yuan and net profit of -1.7202 million yuan.
3. Inner Mongolia digital
Legal representative: Quan Jihong
Registered capital: 10 million yuan
Business scope: licensed business items: none. General business items: production, issuance and management of digital certificates; Network technology development and consultation; Development and service of digital certificate related products; Computer integration services; Sales of computers and related electronic products; Sales of office equipment; Accounting, auditing and tax services; Market Research; Socio economic consultation; Intellectual property services; Vocational skill appraisal and human resource outsourcing.
Registered address: Science and Technology Park, Jinchuan Development Zone, Hohhot, Inner Mongolia Autonomous Region
Latest unaudited financial data:
As of December 31, 2021, the total assets of Inner Mongolia digital were 319107 million yuan, the net assets were 256289 million yuan, the main business income was 180989 million yuan, and the net profit was 231600 yuan.
(II) description of association relationship
Related party name related relationship category description of related relationship
Chengdu Information Technology Of Chinese Academy Of Sciences Co.Ltd(300678) connected natural persons as directors and senior managers Zhang Quanwei and Liu Hu as senior managers of the legal person company serve as directors in Chengdu Information Technology Of Chinese Academy Of Sciences Co.Ltd(300678) Chengdu Information Technology Of Chinese Academy Of Sciences Co.Ltd(300678)
Jilin Anxin has a special relationship with the company according to the principle of substance over form. The company holds 12.5% of the equity of the company. It is a legal person or other organization that may form an interest preference. It is an associated enterprise of the company
Related party name related relationship category description of related relationship
According to the principle that substance is more important than form, Inner Mongolia digital company is a legal person or other organization company with special relationship with the company, which is controlled by Jilin Anxin, a joint venture of the company, and may form an interest preference
(III) performance capability analysis
Up to now, the above related parties have normal operation, good financial status and credit standing, and have the ability to perform the contract. In the past, the payment of related party transactions was normal and there was no bad debt risk.
3、 Pricing basis and agreement signing of daily connected transactions
The company and the above-mentioned related parties will strictly follow the market rules and conduct fair and reasonable transactions based on the general commercial principles of equality, mutual benefit and compensation for equal value. In terms of transaction pricing, both parties will negotiate and determine the final transaction price according to the principles of openness, fairness and impartiality and the fair market price. The specific transaction amount will be determined according to the actual transaction situation. Both parties will settle regularly according to the actual transaction situation, and the settlement period shall not exceed one year. In principle, settlement shall be made by transfer, and both parties can also negotiate separately according to specific circumstances.
After the matter is deliberated and approved by the board of directors of the company, it is proposed to authorize the management of the company to decide the transaction within the above limit and sign the corresponding agreement documents according to the business needs of the company.
4、 Purpose and impact of related party transactions on the company
The above related party transactions will occur based on the business development needs of the company, which is a normal business behavior. The main content of related party transactions is the daily related party transactions between the company and related parties, which mainly focus on purchase and sales activities, and there is no transfer of interests. Related party transactions comply with relevant laws and regulations and the provisions of the company's related party transaction system. They are reasonable market-oriented behavior under the principle of fairness, and there is no independent operation The adverse impact on the financial status and operating results does not harm the interests of the company and shareholders, and the company's main business will not rely on or be controlled by related parties due to the occurrence of such related party transactions.
5、 Review procedure
On March 16, 2022, the company held the 11th meeting of the 8th board of directors and the 8th board of supervisors
At the 12th meeting, the proposal on daily connected transactions expected in 2022 was considered and approved, and Mr. Zhang Fengge, a connected director, avoided voting on the proposal. The independent directors approved the above matters in advance, issued their agreed independent opinions after careful review, and fulfilled the necessary approval procedures. In accordance with the Listing Rules of Shenzhen Stock Exchange (revised in 2022), the articles of association and other relevant provisions, the next day
6、 Opinions of the sponsor
After verification, the recommendation institution believes that:
The proposal on the expected daily connected transactions in 2022 has been deliberated and adopted at the 11th meeting of the 8th board of directors and the 12th meeting of the 8th board of supervisors. The independent directors have issued their prior approval opinions and clearly agreed independent opinions on the proposal. According to the relevant provisions of the Listing Rules of Shenzhen Stock Exchange (revised in 2022), the articles of association and other relevant provisions, the estimated amount of this daily connected transaction does not meet the deliberation standard of the general meeting of shareholders, so it does not need to be deliberated by the general meeting of shareholders. The decision-making procedures for the expected events of this connected transaction comply with the provisions of relevant laws, regulations and the articles of association.
The above estimated daily related party transactions of the company are made to meet the needs of the company's daily business development and in accordance with the market-oriented principles of fairness, impartiality and fairness. They are normal and continuous cooperation and do not damage the interests of the company and all shareholders, especially the interests of minority shareholders. The company's main business or income and profit sources do not rely heavily on such related party transactions.
In conclusion, the recommendation institution has no objection to the forecast of daily connected transactions in Jilin University Zhengyuan Information Technologies Co.Ltd(003029) 2022.
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(there is no text on this page, which is the signature and seal page of China Merchants Securities Co.Ltd(600999) verification opinions on the estimation of daily connected transactions in Jilin University Zhengyuan Information Technologies Co.Ltd(003029) 2022)
Signature of sponsor representative:
Liu qiningbo
China Merchants Securities Co.Ltd(600999) 2022
