Bohai Securities Co., Ltd
Verification opinions on the prediction of daily connected transactions in Shenzhen Xinhao Photoelectricity Technology Co.Ltd(301051) 2022
Bohai Securities Co., Ltd. (hereinafter referred to as “Bohai Securities” or “recommendation institution”) is the recommendation and continuous supervision institution of Shenzhen Xinhao Photoelectricity Technology Co.Ltd(301051) (hereinafter referred to as “company” or ” Shenzhen Xinhao Photoelectricity Technology Co.Ltd(301051) “) for initial public offering and listing on GEM, In accordance with the provisions of relevant laws, regulations and normative documents such as the measures for the administration of securities issuance and listing recommendation business, the Listing Rules of Shenzhen Stock Exchange on the gem, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of listed companies on the gem, the expected events of daily connected transactions in Shenzhen Xinhao Photoelectricity Technology Co.Ltd(301051) 2022 were carefully verified. The verification results are as follows:
1、 Basic information of daily connected transactions
(I) overview of daily connected transactions
Shenzhen Xinhao Photoelectricity Technology Co.Ltd(301051) (hereinafter referred to as “the company”) held the 14th meeting of the second board of directors on March 23, 2022, deliberated and adopted the proposal on the prediction of daily connected transactions in 2022. Wang Yayuan, a connected director, avoided voting, and the independent directors of the company issued their prior approval opinions and agreed independent opinions on the above proposal. Relevant matters are hereby announced as follows:
According to the business development and daily operation needs of the company, the company and its holding subsidiaries are expected to have daily related party transactions with related parties such as Lixun Zhizao Technology (Rugao) Co., Ltd. (hereinafter referred to as “Lixun Zhizao (Rugao)”) and luxshare ICT, Inc. in 2022, with a total transaction amount of no more than 35 million yuan. The total amount of daily related party transactions actually occurred by the company in 2021 was 2.6272 million yuan.
(II) category and amount of daily related party transactions expected in 2022
Unit: 10000 yuan
Related party transactions related party transactions amount incurred as of the date of disclosure of the estimated amount of the content pricing principle of related parties of the transaction category of the previous year
Purchase from the associated Lixun Zhizao (Rugao) water and electricity market price of 180000 people
Subtotal fuel and power – 180000
Accept the market price of Guan Lixun Zhizao (Rugao) property management, 500.00 people’s fee, etc
The R & D and marketing price of luxshare ICT, Inc. is 120000 128.33 262.72
Subtotal — 170000 128.33 262.72
Total 350000 128.33 262.72
(III) actual situation of daily connected transactions in 2021
Unit: 10000 yuan
Actual expected actual amount actual amount disclosure related party transactions of related parties accounting for the proportion of similar business and expected amount date easy category content amount (%) difference (%) and claim amount
Accept the R & D and business operation of luxshare ICT, Inc. 262.72 0 100.00% not applicable to the unadapted person to withdraw the consulting fee
Subtotal of labor supply – 262.72 0 100.00% not applicable
When the company estimates the annual daily connected transactions, it mainly makes full evaluation and calculation according to the market conditions and possible connected transactions, but the actual amount is determined according to the market conditions, business development of both parties, actual needs and specific implementation progress, As a result, there is a certain difference between the actual amount and the estimated amount of daily related party transactions by the board of directors of the company. If there is a big difference between the related party situation in 2021 and the expectation, it indicates that the transaction is the normal business behavior of the company, and the amount is small, which does not meet the deliberation standard of the board of directors, and will not have a significant impact on the daily operation and performance of the company.
The daily connected transactions of the company are in line with the actual production and operation of the company, and the transaction pricing is fair and reasonable, without damaging the interests of the company and all shareholders, especially the interests of minority shareholders.
According to the audit, the actual situation of the company’s daily connected transactions in 2021 is different from the expected situation, which belongs to normal business behavior, and the amount is smaller than the actual amount of the company’s independent directors on the daily connected transactions, which does not meet the deliberation standard of the board of directors, and has no significant impact on the description and performance of the company’s daily connected transactions that are significantly different from the expected situation. The daily connected transactions of the company are in line with the actual production and operation of the company, and the transaction pricing is fair and reasonable, without damaging the interests of the company and all shareholders, especially the interests of minority shareholders.
2、 Related person introduction and relationship
(I) Lixun Zhizao Technology (Rugao) Co., Ltd
1. Basic information
Company name: Lixun Zhizao Technology (Rugao) Co., Ltd
Unified social credit Code: 91320682ma23fpq41q
Legal representative: Wang Tao
Registered capital: 100 million yuan
Registered address: Room 302, technical building 2, No. 1, Shugang Road, Changjiang town (Rugao port), Rugao City, Nantong City business scope: licensed items: import and export of goods; Technology import and export (for projects that must be approved according to law, business activities can be carried out only after being approved by relevant departments, and the specific business items shall be subject to the approval results) general items: technical services, technology development, technical consultation, technical exchange, technology transfer and technology promotion; Research and development of new material technology; Non ferrous alloy sales; Sales of new metal functional materials; Manufacturing of forgings and powder metallurgy products; Sales of forgings and powder metallurgy products; Metal structure manufacturing; Metal structure sales; Manufacturing of metal chains and other metal products; Sales of metal chains and other metal products; Manufacturing of mobile communication equipment; Sales of mobile communication equipment; Manufacturing of mobile terminal equipment; Sales of mobile terminal equipment; Internet equipment manufacturing; Internet equipment sales; Mold manufacturing; Mold sales; Wearable intelligent device manufacturing; Sales of wearable smart devices; Manufacturing of electronic components; Wholesale of electronic components (except for items subject to approval according to law, carry out business activities independently according to law with business license)
Main financial data of 2021 (Unaudited): as of December 31, 2021, the total assets were 5344036988 yuan, the net assets were 5214230881 yuan, the operating income in 2021 was 124353841 yuan, and the net profit was -3960664551 yuan.
2. Relationship with the company
Mr. Wang Laisheng, the father of Ms. Wang Yayuan, a shareholder holding more than 5% of the company’s shares, is one of the actual controllers and vice chairmen of Luxshare Precision Industry Co.Ltd(002475) (hereinafter referred to as ” Luxshare Precision Industry Co.Ltd(002475) “), and Lixun Zhizao (Rugao) is the holding subsidiary of Luxshare Precision Industry Co.Ltd(002475) , which meets the related relationship stipulated in paragraph 3 of article 7.2.3 of the GEM Listing Rules of Shenzhen Stock Exchange. Therefore, Lixun Zhizao (Rugao) is the affiliated legal person of the company.
3. Performance capability analysis
Lixun Zhizao (Rugao) has existed according to law since its establishment. At present, it operates normally and has good performance ability.
(Ⅱ)Luxshare-ICT,Inc.
1. Basic information
Company name: luxshare ICT, Inc
Chinese name of the company: American Luxshare Precision Industry Co.Ltd(002475) Co., Ltd
Person in charge: Cai Zhenlong
Registered capital: USD 2 million
Registered address: California
Scope: cable and connector services. Cable and connector services
Main financial data of 2021 (Unaudited): as of December 31, 2021, the total assets were USD 6.5388 million, the net assets were USD 6.1367 million, the operating revenue in 2021 was USD 223692 million and the net profit was USD 1.2397 million.
2. Relationship with the company
As Mr. Wang Laisheng, the father of Ms. Wang Yayuan, the shareholder and director holding more than 5% of the company, is one of the actual controllers and vice chairman of Luxshare Precision Industry Co.Ltd(002475) and luxshare ICT, Inc. is the holding subsidiary of Luxshare Precision Industry Co.Ltd(002475) and complies with the related relationship stipulated in paragraph 3 of article 7.2.3 of the GEM Listing Rules of Shenzhen Stock Exchange. Therefore, luxshare ICT, Inc. is an affiliated legal person of the company.
3. Performance capability analysis
Luxshare ICT, Inc. has existed according to law since its establishment. At present, it operates normally and has good performance ability.
3、 Main contents of related party transactions
(I) main contents of related party transactions
The related party transactions between the company and the above-mentioned related parties will follow the principle of fair and reasonable pricing, negotiate pricing according to the market price, and settle in accordance with the agreement. There is no behavior damaging the interests of the company and shareholders.
(II) signing of related party transaction agreement
Within the above estimated daily connected transaction limit, the company and the above connected parties will sign relevant agreements according to the actual needs of production and operation, and perform relevant rights and obligations in accordance with the agreement.
4、 Purpose of related party transactions and its impact on Listed Companies
The daily related party transactions expected to occur in 2022 are the normal needs of the company’s business development and production and operation. The transaction price is based on the market fair price, and there is no situation that damages the interests of the company and shareholders. The company will not rely on related parties due to the above transactions and will not affect the independence of the company.
5、 Opinions of independent directors
(I) prior approval opinions issued by independent directors
The actual situation of the company’s daily related party transactions in 2021 is different from the expected situation, which belongs to normal business behavior, and the amount is small, which does not meet the deliberation standard of the board of directors, and has no significant impact on the company’s daily related party transactions and performance. The daily connected transactions of the company are in line with the actual production and operation of the company, and the transaction pricing is fair and reasonable, without damaging the interests of the company and all shareholders, especially the interests of minority shareholders. Therefore, we agree to submit the proposal to the 14th meeting of the second board of directors of the company for deliberation, and the related directors need to avoid voting.
(II) independent opinions expressed by independent directors
The daily related party transactions actually occurred in 2021 and 2022 are expected to be necessary for the daily operation of the company and belong to normal commercial transactions. The transaction price is based on the fair market price and determined by both parties through negotiation, without harming the interests of the company and shareholders. During the voting process of the board of directors, the related directors avoided voting, and the procedure was legal and effective, in line with the provisions of relevant laws and regulations and the articles of association. Therefore, we agree to the daily related party transactions expected by the company in 2022.
6、 Verification opinions of the recommendation institution
After verification, the recommendation institution believes that the above company will be in 2022
