Zhongtai Securities Co.Ltd(600918)
About Guangdong Fuxin Technology Co.Ltd(688662)
It is estimated that the verification opinions of daily connected transactions in 2022
Zhongtai Securities Co.Ltd(600918) (hereinafter referred to as " Zhongtai Securities Co.Ltd(600918) " and "sponsor") as the sponsor of Guangdong Fuxin Technology Co.Ltd(688662) (hereinafter referred to as " Guangdong Fuxin Technology Co.Ltd(688662) " and "company") for initial public offering of shares and listing on the science and innovation board, In accordance with the measures for the administration of securities issuance and listing recommendation business, the rules for the listing of shares on the science and Innovation Board of Shanghai Stock Exchange (revised in December 2020), the measures for the continuous supervision of listed companies on the science and Innovation Board (Trial), and other relevant provisions, the daily related party transaction estimates for Guangdong Fuxin Technology Co.Ltd(688662) 2022 were carefully verified. The details are as follows:
1、 Basic information of daily connected transactions
(I) review procedures for the performance of daily connected transactions
1. Review procedures of the audit committee of the board of directors
Guangdong Fuxin Technology Co.Ltd(688662) held the first meeting of the audit committee in 2022 on March 25, 2022, deliberated and adopted the proposal on the expected daily connected transactions in 2022, and agreed to submit the proposal to the second meeting of the Fourth Board of directors of the company for deliberation.
After careful review, the audit committee of the company issued the following written opinions on the expected matters of daily related party transactions: the company estimated the events and amount of daily related party transactions in 2022 according to the actual situation of daily related party transactions in 2021 and in combination with the business plan in 2022. The estimated pricing follows the market principle of openness, fairness and impartiality, and there is no situation that damages the interests of the company and other shareholders of the company. Therefore, we unanimously agree on the matters of the proposal on daily connected transactions expected in 2022.
2. Deliberation procedures of the board of directors
On March 25, 2022, the company held the second meeting of the Fourth Board of directors and deliberated and passed the proposal on daily related party transactions in 2022. It is estimated that the total amount of transactions related to daily operations between the company and its holding company and other related parties in 2022 will not exceed 7.4 million yuan. Lin Dongping, a related director, avoided voting, and the other non related directors unanimously agreed to the proposal, and the deliberation procedure was in line with the provisions of relevant laws and regulations.
Prior approval opinions issued by independent directors: after verification, the daily related party transactions expected to occur in 2022 are necessary for the company's normal operation and management, and there is a need for transactions. The matters of this connected transaction comply with the company law of the people's Republic of China, the securities law of the people's Republic of China, other relevant laws and regulations and the measures for the administration of connected transactions of the company. There is no situation that damages the interests of the company and shareholders, especially the interests of minority shareholders, and will not have an adverse impact on the operating performance of the company. Therefore, we agree to submit the proposal to the second meeting of the Fourth Board of directors for deliberation.
Opinions of independent directors: after deliberation, the daily related party transactions expected by the company in 2022 are necessary and feasible for the normal operation and management of the company; Related party transactions follow the principles of fairness, impartiality and rationality, comply with relevant laws and regulations and the provisions of the measures for the administration of related party transactions of the company, and there is no situation that damages the interests of the company and shareholders, especially small and medium-sized shareholders. Therefore, we unanimously agree on the contents of the proposal on daily connected transactions in 2022.
3. Deliberation procedures of the board of supervisors
The company held the second meeting of the Fourth Board of supervisors on March 25, 2022, which deliberated and adopted the proposal on daily connected transactions expected in 2022. The board of supervisors believes that the daily related party transactions in 2022 are expected to be based on the normal production and operation needs between the company and related parties, which plays a positive role in consolidating the market, improving operating capacity and promoting benefit growth of the company, and is necessary for transactions. On the basis of equality, mutual benefit and mutual consultation, both parties of related party transactions conduct transactions at fair market prices in accordance with the principles of openness, fairness and impartiality, and there is no situation that damages the interests of the company and shareholders. Therefore, the board of supervisors of the company agreed to the contents of the proposal on daily connected transactions expected in 2022.
(II) estimated amount and category of daily connected transactions
From the beginning of this year to the disclosure date of this estimated amount of related parties, the actual amount of similar businesses in the previous year and the amount of related parties in the previous year, and the category of the accumulated amount of related parties (10000 yuan) Reasons for large difference in proportion of transaction amount (10000 yuan)
(10000 yuan)
Xiangguan Shunde, Guangdong
Allied AIS 30 Guangzhou Echom Sci.&Tech.Co.Ltd(002420) 0.00 7.95% 0.00 59.41 2.36% not applicable to procurement Co., Ltd
Subtotal of equipment 200.00 7.95% 0.00 59.41 2.36% not applicable
II-VI
Xiangguan Vietnam 450.00 0.56% 35.12 342.13 0.49% not applicable to allied Co., Ltd
MARLOW
Sales industri 10.00 0.01% 0.00 0.33 0.0005% inapplicable goods es, Inc
Subtotal 460.00 0.57% 35.12 342.46 0.4905%--
Foshan Shunde
Xiangguanqu Dehe Hengxin
80.00, 37.50%, 11.08, 75.06 and 35.18% of joint venture investment management are not applicable to leasing companies
Housing subtotal 80.00 37.50% 11.08 75.06 35.18% not applicable
Total 740.00 46.20 476.93--
(III) prediction and implementation of the previous connected transaction
Reasons for the large difference between the actual estimated amount of related party transactions in 2021 and the actual estimated amount of related parties (10000 yuan) (10000 yuan)
Purchase Guangdong Shunde as AIS from related parties 30 Guangzhou Echom Sci.&Tech.Co.Ltd(002420) 0.00 59.41 not applicable
Purchase equipment Co., Ltd
II-VI Vietnam 300.00 342.13 not applicable
CO.,LTD
Marlow 10.00 0.33 not applicable
INDUSTRIES,INC
Due to the fact that the customer's integrated thermoelectric power supply project invested by Foshan Guoneng Hongji failed to be implemented to the related party Sales Co., Ltd. for 300.00 0.00 as planned, the demand for the company's thermoelectric sales of commodity generators was 0
Due to the fact that the integrated heat and power supply of Foshan Guoneng environmental protection technology response unit project of the customer failed to be implemented according to the plan of 700.00 0.00 of the planning Co., Ltd., the demand for the company's thermal power generator products was 0
Renting Dehe Hengxin 80.00 75.06 from related parties in Shunde District, Foshan City is not applicable
Rental housing investment management Co., Ltd
Total 159000 476.93/
2、 Introduction and relationship of related parties
(I) introduction of related parties and related relationships
1. Foshan Shunde Dehe Hengxin Investment Management Co., Ltd
Name: Foshan Shunde Dehe Hengxin Investment Management Co., Ltd
Date of establishment: December 3, 2008
Nature: limited liability company (foreign-invested enterprise and domestic joint venture)
Address: No. 1, Keyuan 1st Road, xiaohuangpu community residents committee, Ronggui sub district office, Shunde District, Foshan City
Legal representative: Lu Chulong
The registered capital is 48 million yuan
Business scope: real estate management services invested by the company; estate management; Property leasing; China's commerce and material supply and marketing industry.
Financial status as of December 31, 2021, the total assets of Foshan Shunde Dehe Hengxin Investment Management Co., Ltd. were 301227 million yuan, the net assets were 299042 million yuan, and the operating income in 2021 was 3.4101 million yuan, with a net
The profit is -820200 yuan. (the above financial data have not been audited)
Affiliated relationship Guangdong Fuxin Technology Co.Ltd(688662) joint stock company
2、II-VI VIETNAM CO.,LTD
Name II-VI Vietnam Co., Ltd
Date of establishment: March 25, 2005
Nature limited liability company
Domicile: Vietnam
Legal representative: Ahmad bin Mohamed magad
Registered capital US $322500000
Production of sight glasses, precision optical lenses and related components; Detachable electric heating products and electronic assembly devices, business scope
Including high-tech cooling products; Production of ceramic products and components for electrical and thermal equipment
As of December 2021, the total operating income of NACO was $8.278 million, and the net assets of etvi was $4.758 million. As of December 2021, the net assets of etvi was $4.758 million. (the above financial data have not been audited)
II-VI relationship of actual controllers of Liansheng Investment Co., Ltd. and chuofeng Investment Co., Ltd., the shareholders of the company
Subsidiary of incorpratedr
3、MARLOW INDUSTRIES,INC
name
