Chinalin Securities Co.Ltd(002945)
About Wuxi Chipown Micro-Electronics Limited(688508)
Verification opinions on daily connected transactions in 2022
Listed companies shall be listed on the Shanghai Stock Exchange (hereinafter referred to as "Kechuang securities exchange") or "Kechuang securities exchange" 35 Normative documents and the Wuxi Chipown Micro-Electronics Limited(688508) articles of association and other relevant provisions have verified the daily related party transaction quota of Wuxi Chipown Micro-Electronics Limited(688508) expected 2022. The verification conditions and opinions are as follows:
1、 Basic information of daily connected transactions
(I) review procedures for the performance of daily connected transactions
Wuxi Chipown Micro-Electronics Limited(688508) (hereinafter referred to as "the company") held the 9th meeting of the 4th board of directors and the 9th meeting of the 4th board of supervisors on March 17, 2022, deliberated and adopted the proposal on the expected daily connected transactions in 2022. The total estimated amount of the daily connected transactions is 6 million yuan. The directors present at the meeting unanimously agreed to the proposal, and the deliberation procedure was in line with the provisions of relevant laws and regulations. The expected matters of this daily connected transaction do not need to be submitted to the general meeting of shareholders for deliberation.
The independent directors of the company approved the above proposal in advance and expressed their independent opinions with explicit consent. The independent directors believe that: the related party transactions expected to occur in 2022 are required by the company's normal business, belong to normal business behavior, abide by the principles of voluntariness, equivalence and compensation, and the pricing is fair and reasonable. The related party transactions are in line with the interests of the company and do not damage the interests of the company and other shareholders. The decision-making procedures of the company's related party transactions in 2022 reviewed by the board of directors are in line with the provisions of relevant laws and regulations and the articles of association. The independent directors of the company agree to the proposal on expected daily related party transactions in 2022.
The audit committee of the board of directors of the company deliberated and approved the proposal on the expected daily connected transactions in 2022, which was unanimously agreed and passed by all members.
(II) estimated amount and category of this daily connected transaction
The company expects that the amount of daily related party transactions with related parties will not exceed 6 million yuan. The details are as follows:
From the beginning of this year to
Accounting for the same amount as that of the previous year on the disclosure date of this estimated amount
The ratio of the pre business of the related party to the cumulative business of the related party in the previous year
Trade category accrual amount variance case (%)
Big reason
amount of money
Pumin semiconductor
Association to
Technology (Shanghai) business scale expansion sales 600.00 1.91 4.52 22.54 0.07
Limited company and increased purchase of raw materials
Its subsidiaries
(III) prediction and implementation of the previous connected transaction
Unit: 10000 yuan
The estimated amount of related party transactions and the actual amount of the related party in the previous year
The reasons for the large difference between different amounts
Selling Pumin semiconductor technology (Shanghai) to related parties
0.22.54 sell raw materials Co., Ltd. and its subsidiaries according to the actual procurement demand
2、 Basic information and relationship of related parties
1. Basic information
Enterprise name: Pumin semiconductor technology (Shanghai) Co., Ltd
Nature limited liability company
Legal representative: Zeng Xianwei
The registered capital is 1183432 yuan
Date of establishment: January 25, 2021
Address: room 901, building B, 2305 Zuchongzhi Road, China (Shanghai) pilot Free Trade Zone
Engaged in technology development and technical innovation in the fields of semiconductor technology, computer technology and electronic technology
Technical consultation, technical services, technology transfer, integrated circuits, electronic products, computer software
Nature of Business
Research and development, design and sales of hardware, electronic components, communication products and auxiliary equipment
Sales, enterprise management consulting, business information consulting, goods import and export, technology import and export.
2. Related relationship: the company shares in Pumin semiconductor technology (Shanghai) Co., Ltd., holds 10% equity and appoints a director.
3. Performance ability: the related parties exist according to law and operate normally. The previous similar related party transactions are well executed, have sufficient performance ability, and can strictly abide by the contract.
3、 Main contents of daily related party transactions
(I) main contents of related party transactions
The related party transactions of the company are mainly the sales of raw materials to related parties. The transactions between the company and the above-mentioned related parties shall follow the principles of objectivity, impartiality, equality, voluntariness and mutual benefit. The price of related party transactions shall be mainly determined by both parties through consultation with reference to the market price, and the price of related party transactions shall be adjusted accordingly according to the changes of market price. (II) signing of related party transaction agreement
In order to safeguard the interests of both parties, the company and the above related parties will sign corresponding contracts or agreements according to the business development.
4、 Purpose of daily connected transactions and its impact on Listed Companies
(I) necessity of related party transactions
The above related party transactions are transactions required for the normal production and operation of the company. They are all regular and continuous related party transactions between the company and related parties. They are normal and legal economic behaviors between the company and related parties, conducive to the normal operation of the company and in line with the interests of the company and all shareholders.
(II) fairness and rationality of related party transactions
The price of related party transactions between the company and related parties shall be set in accordance with the principles of fairness and voluntariness, and the transaction price shall be determined by both parties through negotiation based on the market price, without harming the interests of the company and minority shareholders. The above daily related party transactions will not have a significant impact on the company's production and operation, and their transactions will not affect the independence of the company's main business, so the company will not form a large dependence on related parties.
(III) continuity of related party transactions
The company will maintain a relatively stable cooperative relationship with the above related parties. Under the condition of the stable development of the company's business, the related party transactions with the above related parties will continue to exist in a certain period of time.
5、 Opinions of the sponsor
After verification, the recommendation institution believes that:
The above-mentioned daily related party transactions in 2022 have been deliberated and approved at the 9th meeting of the 4th board of directors and the 9th meeting of the 4th board of supervisors. The convening, convening and resolution procedures of the board of directors and the board of supervisors comply with the provisions of relevant laws, regulations and the articles of Association. Independent directors have expressed their independent opinions with explicit consent. The above matters need not be considered by the general meeting of shareholders.
The above estimated daily related party transactions of the company are necessary for the company to carry out daily business activities, do not damage the interests of the listed company and non related shareholders, will not affect the independence of the listed company, and the listed company will not rely on related parties due to such transactions.
To sum up, the sponsor has no objection to the company's expected daily related party transactions in 2022.
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