Huatai United Securities Co., Ltd
About Hubei Huaqiang Technology Co., Ltd
Verification opinions on daily connected transactions in 2022
Huatai United Securities Co., Ltd. (hereinafter referred to as "Huatai United Securities" or "sponsor") as the sponsor of Hubei Huaqiang Technology Co., Ltd. (hereinafter referred to as "Huaqiang technology" or "company") for initial public offering and listing on the science and innovation board, in accordance with laws and regulations such as the rules for listing shares on the science and Innovation Board of Shanghai Stock Exchange and the measures for continuous supervision of listed companies on the science and Innovation Board (Trial), The daily related party transactions of Huaqiang technology in 2022 have been carefully and prudently verified. The verification results are as follows:
1、 Basic information of daily connected transactions
(I) review procedures for the performance of daily connected transactions
On March 25, 2022, Huaqiang technology held the 15th meeting of the first board of directors, deliberated and adopted the proposal on the expected daily connected transactions in 2022, and the connected directors Wei Xifu, Shi Lei, Gao yingmiao and Xu Bin avoided voting. Before submitting the proposal to the board of directors for deliberation, the independent directors have reviewed it in advance and unanimously agreed to submit the proposal to the board of directors for deliberation.
In response to the proposal on the expected daily connected transactions of the company in 2022, the independent directors, the audit committee of the board of directors and the board of supervisors have expressed the following opinions:
1. Prior approval opinions of independent directors
The related party transactions that the company expects to occur in 2022 are all required by the company's normal business operation, belong to normal business behavior, comply with the principles of openness, fairness and impartiality, 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 all shareholders, especially small and medium-sized shareholders and non related shareholders, We unanimously agreed to submit the proposal to the 15th meeting of the first board of directors of the company for deliberation. Related directors shall avoid voting when considering the related party transaction.
2. Opinions of independent directors
The company expects that the daily related party transactions in 2022 are mainly procurement, sales of goods, acceptance and provision of labor services and other services. The related party transactions are required by the company's normal business, follow the principles of voluntariness, fairness and impartiality, and the transaction price is fair, which will not affect the company's operation and independence, and the company will not rely on related parties due to the above related party transactions. There is no situation that damages the interests of the company and all shareholders, especially minority shareholders. When the board of directors considered the proposal, the related directors avoided voting, which was in line with the provisions of relevant laws, regulations and the articles of association.
3. Opinions of the audit committee of the board of directors
The company expects that the daily related party transactions in 2022 are required by the company's normal production and operation activities. The transaction pricing is reasonable and fair, follows the principles of open, fair and impartial market transactions, performs necessary procedures, complies with the requirements of relevant national laws and regulations and the relevant provisions of China Securities Regulatory Commission and Shanghai Stock Exchange, and will not affect the operation and independence of the company, In line with the interests of the company and all shareholders. In conclusion, we agree to submit the proposal on daily connected transactions expected in 2022 to the 15th meeting of the first board of directors of the company for deliberation, and the connected directors should avoid voting.
4. Opinions of the board of supervisors
The company expects that the daily related party transactions in 2022 are required by the company's normal production and operation activities. The transaction pricing is reasonable and fair, and strictly follows the principles of equality, voluntariness, equivalence and compensation, which is conducive to the development of the company's relevant businesses and in line with the relevant provisions of the China Securities Regulatory Commission, Shanghai Stock Exchange and the company on the management of related party transactions. The occurrence of the above transactions will not have an adverse impact on the company's sustainable operation ability, profitability and independence, and will not damage the interests of the company and all shareholders, especially minority shareholders. The board of supervisors of the company agreed and passed the proposal on the expected daily connected transactions in 2022.
The expected matters of this daily connected transaction need to be submitted to the general meeting of shareholders for approval, and the connected shareholders need to avoid voting on relevant proposals at the general meeting of shareholders.
(II) estimated amount and category of daily connected transactions
Unit: 10000 yuan
From the beginning of this year to this estimated amount of related party transactions, the estimated share of the same kind of disclosure date and the actual share of the same kind of amount in the previous year compared with the actual amount of related party transactions in the previous year are significantly different from the transaction amount in the case of the accumulated amount of inter related party transactions Forehead reason
Chinese weapons and equipment to related persons
Purchase of goods, Group Co., Ltd. 500.00 0.50% 1.70 - labor services and its subsidiaries
From the beginning of this year to this estimated amount of related party transactions, the estimated share of the same kind of disclosure date and the actual share of the same kind of amount in the previous year compared with the actual amount of related party transactions in the previous year are significantly different from the transaction amount in the case of the accumulated amount of inter related party transactions Forehead reason
China Ordnance Equipment Sales Group Co., Ltd
And its subsidiaries (note 500.00 0.30% 18.28 130.58 0.10% - commodity 1)
Chinese weapons and equipment to related persons
Labor Supply Group Co., Ltd. 150.00 3.00% - and its subsidiaries
Not higher than in the related human Weapon Equipment Group
Corporate Finance Co., Ltd. 20000000 145.11 237.41 0.07% (Note 2) deposit company 50.00%
In the associated human Weapon Equipment Group
Financial company limited liability (Note 3) issuer 5.00 70.00% 0.31 1.33 95.22%
Industry bill company
Total - 20115500 - 165.40 369.32 --
Note 1: China Ordnance Equipment Group Co., Ltd. and its subsidiaries include 84 units, including China Ordnance Equipment Group Co., Ltd., China Ordnance Equipment Group Finance Co., Ltd., China Ordnance Equipment Group commercial factoring Co., Ltd. Chongqing Changan Automobile Company Limited(000625) trade union committee, Chongqing Chang'an industry (Group) Co., Ltd;
Note 2: the amount of the company's deposit (including security deposit) in the ordnance finance department is the daily maximum deposit balance, and the balance of deposit (including security deposit) at the end of 2021 is 2.3741 million yuan, the same below.
In order to further improve the company's financing channels and improve the use efficiency of funds, the company plans to re sign the financial service agreement with Ordnance Equipment Group Finance Co., Ltd. (hereinafter referred to as "ordnance finance company"), and the company's maximum daily deposit balance in ordnance finance company is not more than RMB 2 billion (this amount is the maximum amount and does not include the company's listed funds), The maximum total credit granted to the company by ordnance finance company is RMB 500 million;
Note 3: the amount listed in the related party transactions of the company issuing commercial bills in the ordnance finance department is the amount of handling charges for issuing bills. In 2021, 356575 million yuan of bills were issued and 13300 yuan of handling charges were incurred; In 2022, the estimated invoice amount will not exceed 100 million yuan, and the estimated invoice handling fee will not exceed 50000 yuan;
Note 4: the company carries out supply chain finance business through China Ordnance Equipment Group commercial factoring Co., Ltd. (hereinafter referred to as "ordnance equipment factoring company"), and uses the "zhongbing confirmation form" platform of ordnance equipment factoring company to pay the supplier's payment. In 2021, the "zhongbing confirmation form" was issued for 136621 million yuan, and it is expected that the "zhongbing confirmation form" will be issued for no more than 50 million yuan in 2022. There is no cost incurred in this transaction.
(III) prediction and implementation of previous daily connected transactions
Unit: 10000 yuan
Reasons for the large difference between the estimated amount of the previous year (the previous time) and the actual amount of the related party of the actual connected transaction category
China Ordnance Equipment Group sold 100000 130.58 yuan to related parties-
Products and commodities Co., Ltd. and its subsidiaries
Reasons for the large difference between the estimated amount of the previous year (the previous time) and the actual amount of the related party of the actual connected transaction category
In the financial affairs of related parties, the financial affairs of Ordnance Equipment Group is 500.00 237.41-
Corporate deposit limited liability company
In the financial affairs of related parties, the financial affairs of Ordnance Equipment Group is 500.00 500.00-
Corporate loan limited liability company
Issue commercial bills. The financial of Ordnance Equipment Group is 5.00 1.33-
Limited liability company
Total - 200500 869.32-
2、 Basic information and relationship of main connected persons
(I) basic information of related parties
1. China Ordnance Equipment Group Co., Ltd
Nature: limited liability company (solely state-owned)
Legal representative: Xu Xianping
Registered capital: 35.3 million yuan
Date of establishment: June 29, 1999
Unified social credit Code: 91110 Berry Genomics Co.Ltd(000710) 924929l
Registered place and main place of production and operation: No. 46, Sanlihe Road, Xicheng District, Beijing
Business scope: investment, operation and management of state-owned assets; R & D, production, support and service of weapons and equipment; R & D, manufacturing, sales and comprehensive service business of vehicles, power equipment, radio and television information and products and their equipment, mechanical equipment, engineering and construction machinery, chemical materials (excluding hazardous chemicals), fire fighting equipment, medical and environmental protection equipment, metal and non-metallic materials and products. (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). Major shareholder: state owned Assets Administration Commission of the State Council holding 100.00%
Main financial data: as of December 31, 2021, the total assets of ordnance equipment group were 392978 billion yuan and the net assets were 137785 billion yuan; In 2021, the operating revenue was 286959 billion yuan and the net profit was 9.518 billion yuan. The asset liability ratio was 64.94%.
2. Ordnance Equipment Group Finance Co., Ltd
Nature: other limited liability companies
Legal representative: Cui Yunjiang
Registered capital: 3033 million yuan
Date of establishment: October 21, 2005
Unified social credit Code: 91110 Berry Genomics Co.Ltd(000710) 9336571
Registered place and main production and operation place: Haidian District, Beijing
