Sinolink Securities Co.Ltd(600109)
About Zhejiang Meorient Commerce & Exhibition Inc(300795)
Confirm the daily connected transactions in 2021 and the expected daily connected transactions in 2022
Yi's verification opinions
Sinolink Securities Co.Ltd(600109) (hereinafter referred to as the "sponsor") as the sponsor of Zhejiang Meorient Commerce & Exhibition Inc(300795) (hereinafter referred to as "miaorant", "company" or "listed company") for initial public offering of shares and listing on the gem, in accordance with the measures for the administration of securities issuance and listing sponsor business and the Listing Rules of Shenzhen Stock Exchange on the gem The self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 13 - recommendation business have verified the daily connected transactions confirmed by miolant in 2021 and expected daily connected transactions in 2022. The verification opinions are as follows:
1、 Overview of related party transactions
The company held the 22nd Meeting of the 4th board of directors on March 21, 2022. The meeting deliberated and adopted the proposal on the actual amount of daily connected transactions in 2021 and the estimated daily connected transactions in 2022. The independent directors approved it in advance and expressed independent opinions. According to the Shenzhen Stock Exchange GEM Listing Rules, the articles of association and other relevant provisions, this proposal does not need to be submitted to the general meeting of shareholders for deliberation. The relevant contents are announced as follows: in order to meet the needs of the company's normal production and operation, in accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China and other laws, regulations and normative documents, the articles of association, the management system of connected transactions and other relevant provisions, the company confirms the daily connected transactions in 2021 and forecasts the daily connected transactions of the company and its wholly-owned subsidiaries in 2022, The details are as follows:
Based on the company's business development and daily production and operation needs, as of December 31, 2021, the actual amount of daily related party transactions between the company's wholly-owned subsidiary miolante (Zhejiang) Network Technology Co., Ltd. (hereinafter referred to as "Miao technology") and Hangzhou MIMO Information Technology Co., Ltd. (hereinafter referred to as "Hangzhou MIMO") was 358600 yuan, The main transaction content is that Hangzhou MIMO provides cross-border e-commerce distribution system use and operation services to Mio technology.
It is estimated that in 2022, Mio technology, a wholly-owned subsidiary of the company, plans to have daily related party transactions with Hangzhou MIMO. The company expects that the amount of daily related party transactions will not exceed 5 million yuan. The content of related party transactions is that Hangzhou MIMO provides cross-border e-commerce distribution system use and operation services to Mio technology.
2、 Estimated category and amount of daily related party transactions
The company has estimated the daily related party transactions with Hangzhou MIMO, and the estimated conditions are as follows:
Unit: 10000 yuan
Related party transaction category related party related party transaction contract signing amount of related party transaction as of the disclosure date price tolerance principle or estimated amount
Accept the labor cross-border e-commerce points provided by related parties
The market price of Hangzhou MIMO marketing system is 500.00-
And operation services
3、 Actual occurrence of daily related party transactions in the previous year
In 2021, the related party transactions between Mio technology, a wholly-owned subsidiary of the company, and Hangzhou MIMO were as follows:
Unit: 10000 yuan
Category of related party transactions actually occurred related party transactions related party transactions actual expected amount of related party transactions in the proportion of similar amount to the amount generated by the expected content pricing principle business amount difference (%) (%)
Cross border E-commerce
Accept the use and transportation of labor services provided by related parties at the market price of Hangzhou rice distribution system of 35.86, 800.00, 100.00% - 95.52%
Camp service
4、 Related person introduction and relationship
(I) basic information
1. Basic information
Company name: Hangzhou MIMO Information Technology Co., Ltd
Unified social credit Code: 91330110ma2ax254xb
Legal representative: Wu Jiayang
Company type: limited liability company (invested or controlled by natural person)
Registered capital: 7.66 million yuan
Date of establishment: September 19, 2017
Business term: September 19, 2017 to September 9, 9999
Registered address: room 2003, Jinsha century building, Qiantang new area, Hangzhou, Zhejiang
Business scope: technology development, technical service, technical consultation, achievement transfer: computer software and hardware, e-commerce technology, information technology, network technology, information platform technology; Wholesale: knitwear; Online sales: rubber products, glass products, ceramic products, wood products, cleaning supplies, handicrafts, electronic products (except electronic publications), daily necessities, outdoor supplies, kitchen supplies, washing supplies, household appliances, hardware products, stationery, automotive supplies, garden machinery, metal products and plastic products; Import and export of goods (except for projects prohibited by laws and administrative regulations, and projects restricted by laws and administrative regulations can be operated only after obtaining licenses).
(for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
2. Key financial data
Unit: Yuan
Project December 31, 2021
Total assets 1530705536
Net assets 1414088662
Main business income 12671929470
Net profit 328120173
Note: the financial data shown in the above list are unaudited.
(II) relationship with the company
Hangzhou MIMO is a joint-stock company with 34.73% shares held by Mio technology. Mio technology is a wholly-owned subsidiary of the company. Hangzhou MIMO meets the provisions on related parties in the accounting standards for Business Enterprises No. 36 - disclosure of related parties.
(III) performance capability analysis
The above related party transactions are required for normal production and operation. The related party Hangzhou MIMO is a legally existing and normally operating company with good performance ability.
5、 Pricing policy of related party transactions
Both parties to the transaction will sign the related party transaction agreement based on the principles of fairness, impartiality and compensation for equal value. The specific pricing basis is as follows:
1. If the transaction is priced by the government, the price can be directly applied;
2. If the transaction is subject to the government guided price, the transaction price can be reasonably determined within the scope of the government guided price; 3. In addition to the government fixed price or government guided price, if there is a comparable market price or charging standard of an independent third party for the transaction, the transaction price can be determined with priority by referring to the price or standard;
4. If there is no comparable market price of an independent third party for related matters, the transaction pricing can be determined by reference to the price of non related transactions between related parties and a third party independent of related parties.
5. If there is neither the market price of an independent third party nor the price of independent unrelated transactions for reference, the reasonable price can be used as the basis for pricing, and the price is reasonable cost plus reasonable profit.
6、 Purpose of related party transactions and its impact on the company
1. The above related party transactions are conducive to make full use of the resource advantages of related parties, realize reasonable resource allocation, meet the needs of the company's normal production and operation, meet the actual operation and development needs of the company and its wholly-owned subsidiaries, maintain the production and operation stability of the company and its wholly-owned subsidiaries, improve the company's operation efficiency and reduce the company's operation cost. There is a need for transactions.
2. The transactions between the company and its wholly-owned subsidiaries and the above related parties follow the law of market economy and adopt the principles of equality, voluntariness and mutual benefit. The price of the above related party transactions is fair and reasonable, which protects the interests of both parties to the transaction and does not harm the interests of minority shareholders of the company.
3. The above daily related party transactions do not affect the independence of the company, and the company's main business will not rely on related parties due to such transactions, so there is no interest transmission and transaction risk.
7、 Prior approval opinions and independent opinions of independent directors
Before the 22nd Meeting of the 4th board of directors of the company, the independent directors have carefully reviewed the proposal on the actual amount of daily connected transactions in 2021 and expected daily connected transactions in 2022, And made the following prior approval opinions: "The related party transactions of the company's wholly-owned subsidiaries are required for daily production and operation, and follow the public transaction price, which is determined by both parties through negotiation according to the market price. There is no obvious unfairness, damage to the interests of the company and its shareholders, and no manipulation of profits through related party transactions. It is in line with the provisions of relevant laws and regulations and the articles of association, and in line with the interests of the company and all shareholders. It is agreed to submit this proposal to the second session of the Fourth Board of directors of the company Considered at the 12th meeting. "
After the prior approval of the independent directors of the company, the company submitted the above proposal to the board of directors for deliberation, and the independent directors issued the following written opinions:
"The related party transactions of the wholly-owned subsidiaries of the company are necessary for daily production and operation. The transaction price is determined by both parties through negotiation according to the market price. The pricing of related party transactions is fair and reasonable, follows the principle of fair market transactions, and has fulfilled the approval procedures specified in laws and regulations and the articles of association. There is no damage to the interests of the company and shareholders, especially the interests of small and medium-sized shareholders. The deliberation and voting procedures of the board of directors comply with relevant laws and regulations Regulations, policy documents and relevant provisions of the articles of association agree with the "daily related party transactions that have occurred in 2021 and are expected to occur in 2022" of the wholly-owned subsidiary of the company.
8、 Verification opinions of the recommendation institution
After verification, the sponsor believes that the daily related party transactions that have occurred in 2021 and are expected to occur in 2022 meet the needs of the company's normal operation and development, do not lead to the company's dependence on related parties, have no impact on the company's independence, and have no adverse impact on the company's current and future financial status and operating results. These daily related party transactions are priced at market prices and do not harm the interests of shareholders. The above estimated related party transactions have been deliberated and adopted at the 22nd Meeting of the Fourth Board of directors and the 15th meeting of the Fourth Board of supervisors, and the independent directors have expressed their explicit consent. The above matters comply with the provisions of relevant laws, regulations and exchange rules.
In conclusion, the recommendation institution has no objection to the confirmation of daily connected transactions in 2021 and the estimated amount of daily connected transactions in 2022.
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(there is no text on this page, which is the signature and seal page of Sinolink Securities Co.Ltd(600109) on Zhejiang Meorient Commerce & Exhibition Inc(300795) confirmation of daily connected transactions in 2021 and expected daily connected transactions in 2022)
Sponsor representative:
Jiang LAN Jinwei
Sinolink Securities Co.Ltd(600109)
specific date
