China International Capital Corporation Limited(601995)
About Shenzhen Shenzhen Jpt Opto-Electronics Co.Ltd(688025) North Electro-Optic Co.Ltd(600184) Co., Ltd
Verification opinions on daily connected transactions in 2022
China International Capital Corporation Limited(601995) (hereinafter referred to as " China International Capital Corporation Limited(601995) " or "sponsor") as a sponsor of Shenzhen Shenzhen Jpt Opto-Electronics Co.Ltd(688025) North Electro-Optic Co.Ltd(600184) Co., Ltd. (hereinafter referred to as " Shenzhen Jpt Opto-Electronics Co.Ltd(688025) " or "company") for initial public offering of shares and listing on the science and innovation board, in accordance with the rules for listing shares on the science and Innovation Board of Shanghai Stock Exchange The regulatory guidelines for listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies (CSRC announcement [2012] No. 44), the measures for the management of raised funds by listed companies of Shanghai Stock Exchange, the measures for the continuous supervision of listed companies on the science and Innovation Board (for Trial Implementation) and other laws, administrative regulations, departmental rules and business rules have verified the daily related party transactions of Shenzhen Jpt Opto-Electronics Co.Ltd(688025) expected in 2022, The verification is as follows:
1、 Basic information of daily connected transactions
(I) review procedures for the performance of daily connected transactions
Shenzhen Shenzhen Jpt Opto-Electronics Co.Ltd(688025) North Electro-Optic Co.Ltd(600184) Co., Ltd. (hereinafter referred to as "the company") held the 42nd meeting of the second board of directors and the 29th meeting of the second board of supervisors on March 30, 2022, and deliberated and adopted the proposal on the expected daily connected transactions in 2022. The directors and supervisors present at the meeting unanimously agreed to the proposal, and the deliberation procedure was in line with the provisions of relevant laws and regulations.
All independent directors of the company have approved the above proposal in advance and expressed their independent opinions with explicit consent. All independent directors believe that the daily related party transactions expected to occur in 2022 are necessary for the company's daily production and operation. The relevant transactions follow the principle of consensus and fair transaction, and the transaction price is determined according to the market price. The company's main business will not rely on related parties due to the above transactions, will not affect the independence of the company, and will not damage the interests of the company and other shareholders, especially minority shareholders; When the board of directors deliberated on the above proposals, the voting procedures were in line with the relevant provisions of the Listing Rules of Shanghai Stock Exchange on the science and Innovation Board (hereinafter referred to as the "Listing Rules") and the articles of association of Shenzhen Shenzhen Jpt Opto-Electronics Co.Ltd(688025) North Electro-Optic Co.Ltd(600184) Co., Ltd. (hereinafter referred to as the "articles of association"), and there was no situation damaging the interests of the company and other shareholders, especially small and medium-sized shareholders. Therefore, all independent directors unanimously agreed to the proposal.
The amount involved in this related party transaction is 83 million yuan. According to the listing rules, the articles of association and other relevant provisions, the proposal for daily related party transactions in 2022 needs to be submitted to the general meeting of shareholders for deliberation.
(II) estimated amount and category of daily connected transactions
Unit: 10000 yuan
From the beginning of this year to the same estimated amount of related party transactions, the reason why the difference between the accrued amount of related party business of the same kind of disclosure date and the actual amount of related party business of the previous year and the actual amount of related party business of the previous year is larger than the difference between the accumulated amount of related party business and the amount of related party transactions (%) is larger than the transaction amount of (%)
Purchase of raw materials from related person Wuhan Changjin estimated business demand laser technology 230067.02 388.25123702 36.23 increase
Materials Co., Ltd
Suzhou Ouyi
Purchase of goods, equipment and technology from related person Mu semiconductor 5 Tcl Technology Group Corporation(000100) .00 36.20 1.24 100.00 estimated business demand increased
limited company
Shenzhen City pole
To the related person: Laser Science 1000 1.33 --- new associate selling commodity Technology Co., Ltd
department
Total 8 Guangzhou Hangxin Aviation Technology Co.Ltd(300424) .45123826
(III) prediction and implementation of daily connected transactions in 2021
Unit: 10000 yuan
Reasons for the large difference between the actual estimated amount and the actual amount of the related party of the connected transaction in 2021
Wuhan Changjin Laser Technology Co., Ltd
Purchase of raw materials technology Co., Ltd. 14 Csg Holding Co.Ltd(000012) 3702 is not applicable.
material
Purchase the laser from the related person Wuhan Changjin laser technology supplier for testing, and sell the commodity Technology Co., Ltd. - 12.95. The amount is small, and there is no prediction in 2021.
Affected by the epidemic, Suzhou ouyim semi oriented related person Suzhou ouyim Semiconductor Equipment Technology Co., Ltd. product research and purchase of raw materials and equipment Technology Co., Ltd. 100000 - delivery progress was slower than expected, and the original expected amount of raw materials used by the company to purchase raw materials from related persons was not reached.
The amount of the house leased from the related person Suzhou ouyim semi Director - 1.24 to the related person is smaller than that of the leased house body equipment Technology Co., Ltd., and there is no prediction in 2021.
company
Total 24 Csg Holding Co.Ltd(000012) 5121
2、 Basic information and relationship of related parties
(I) Wuhan Changjin Laser Technology Co., Ltd
1. Basic information
Company name: Wuhan Changjin Laser Technology Co., Ltd
Unified social credit Code: 914201005979328891
Company type: limited liability company (invested or controlled by natural person)
Date of establishment: July 11, 2012
Address: floor 1, building 5, block B, Phoenix Industrial Park (Wuhan · China Optical Valley Cultural and Creative Industrial Park), No. 52, Liufang Avenue, East Lake New Technology Development Zone, Wuhan
Legal representative: Liu Changbo
The registered capital is 7499432 million yuan
Business scope of communication equipment (excluding radio transmitting equipment), laser equipment, optical fiber, optical cable and special optical fiber: research, development, production, sales, maintenance service and technical consultation of optical fiber, optical and optoelectronic components. (if the project involves licensed operation, it can be operated only after obtaining the permission of relevant departments)
As of December 31, 2021, the total assets of Wuhan Changjin Laser Technology Co., Ltd. are 14478277737 yuan and the net assets are 9799690715 yuan; In 2021, the income of Wuhan Changjin Laser Technology Co., Ltd. was 5683334447 yuan and the net profit was 1400940188 yuan. (the above financial data have not been audited)
2. Association relationship
Wuhan Changjin Laser Technology Co., Ltd. is an investment enterprise of the company, with a shareholding ratio of 15.00%, and Zhao Chongguang, the director of the company, also serves as a director of Wuhan Changjin Laser Technology Co., Ltd. Wuhan Changjin Laser Technology Co., Ltd. meets the related relationship stipulated in Chapter 15 of the listing rules.
3. Performance capability analysis
The related parties of the company have normal production and operation, good early-stage contract execution and strong performance ability. The company will sign relevant contracts or agreements with relevant related parties on the daily related party transactions expected to occur in 2022 and implement them in strict accordance with the agreement, and the performance is guaranteed by law.
(II) Suzhou ouyim Semiconductor Equipment Technology Co., Ltd
1. Basic information
Company name: Suzhou ouyim Semiconductor Equipment Technology Co., Ltd
Unified social credit code 91320594ma1w3r1d0f
Company type: limited liability company (invested or controlled by natural person)
Date of establishment: February 8, 2018
Address: Floor 2, building 7, No. 8, Dongfu Road, Suzhou Industrial Park
Legal representative: Zhu Aidong
Registered capital: 7.5 million yuan
R & D, design and sales: testing and packaging equipment for semiconductor integrated circuit components, and providing technical consultation and technical services; Testing, packaging and production of semiconductor components; R & D, business scope design and sales: computer software and hardware and provide relevant after-sales services; Self support and agency of import and export business of various parts, semiconductor materials and technologies. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
As of December 31, 2021, the total assets and financial status of Suzhou ouyim Semiconductor Equipment Technology Co., Ltd. is 3710459063 yuan, and the net assets are 1967846389 yuan; The annual net income of Suzhou Semiconductor Technology Co., Ltd. is RMB 260551558, which is also the net profit of Suzhou Semiconductor Equipment Co., Ltd. (the above financial data have not been audited)
2. Association relationship
Suzhou ouyim Semiconductor Equipment Technology Co., Ltd. is an investment enterprise of the company, with a shareholding ratio of 20%, and Huang Huai, the director of the company, also serves as a director of Suzhou ouyim Semiconductor Equipment Technology Co., Ltd. Suzhou ouyim Semiconductor Equipment Technology Co., Ltd. meets the related relationship stipulated in Chapter 15 of the listing rules.
3. Performance capability analysis
The production and operation of the company's related parties are normal. Affected by the epidemic in the early stage, the R & D Progress of the related parties is slower than expected, and the company has no procurement transaction with the related parties. In 2022, the company will purchase products from related parties according to the R & D progress and product verification of related parties. It is expected that related parties have strong performance ability. The company will sign relevant contracts or agreements with relevant related parties on the daily related party transactions expected to occur in 2022 and implement them in strict accordance with the agreement, and the performance is guaranteed by law.
(III) Shenzhen acme Laser Technology Co., Ltd
1. Basic information
Company name: Shenzhen acme Laser Technology Co., Ltd
Unified social credit code 91440300ma5h8qqw36
Company type: limited liability company
Date of establishment: March 22, 2022
Address: 101, building 4, Jinxiu Dadi plant, No. 114, Hudi Pai, songyuanxia community, Guanhu street, Longhua District, Shenzhen
Legal representative: Xu Shian
The registered capital is 10 million yuan
General business items are: Sales of optical instruments; Software sales; Software development; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Sales of mechanical equipment; China trade agency; Maintenance of electronic and mechanical equipment (excluding special equipment); Sales of industrial automatic control system devices; Sales of optoelectronic devices; Mechanical equipment leasing; Research and development of mechanical equipment; Business scope: laser marking processing; Repair of special equipment; Intelligent control system integration; Electronics
