Orient Securities Company Limited(600958) underwriting sponsor Co., Ltd
China Galaxy Securities Co.Ltd(601881)
About China International Capital Corporation Limited(601995)
Verification opinions on the prediction of daily connected transactions in 2022
Orient Securities Company Limited(600958) underwriting recommendation Co., Ltd. and China Galaxy Securities Co.Ltd(601881) (hereinafter referred to as the “joint sponsor”) are the joint sponsors of China International Capital Corporation Limited(601995) (hereinafter referred to as the ” China International Capital Corporation Limited(601995) ” company “) for initial public offering of shares (A shares) and listing, According to the requirements of relevant laws, regulations and normative documents such as the measures for the administration of securities issuance and listing recommendation business, the stock listing rules of Shanghai Stock Exchange and the guidelines for self discipline supervision of listed companies of Shanghai Stock Exchange No. 11 – continuous supervision, the expected events of daily connected transactions in China International Capital Corporation Limited(601995) 2022 were verified. The specific verification conditions are as follows: I. Basic information of daily connected transactions
(I) review procedures for the performance of daily connected transactions
On March 30, 2022, the company held the 21st Meeting of the second board of directors, deliberated and adopted the proposal on the expected daily connected transactions in 2022, and the relevant connected directors avoided voting on the proposal. This proposal will be submitted to the general meeting of shareholders of the company for deliberation. During the deliberation of the above proposal at the general meeting of shareholders, the related shareholders and their related companies will avoid voting.
All independent non-executive directors of the company have issued their prior approval opinions and independent opinions on this proposal, and believe that: the company and related parties have a mutually beneficial and win-win relationship of equality and reciprocity, and relevant related party transactions are services or transactions provided or accepted based on the company’s business characteristics and normal business activities, which is conducive to the development of the company’s business and the improvement of the company’s comprehensive competitiveness; Related party transactions do not affect the independence of the company, and the company’s main business does not rely on related parties due to the above related party transactions; And related party transactions do not harm the interests of the company and minority shareholders.
(II) forecast and actual occurrence of daily connected transactions in 2021
1. Securities and financial products and services
Unit: RMB 10000
Introduction to business or events of related parties to the transaction estimated amount actual amount
Interest expense of customer transaction settlement capital of Haier Group (Qingdao) Jinying Holding Co., Ltd. is 0.04
Interest of Guoxin central enterprise operation and investment fund management (Guangzhou) customer transaction settlement capital interest expenditure 1.89 expenditure Co., Ltd
Interest expense of customer transaction settlement funds of China investment and Financing Guarantee Co., Ltd. 4.45
Bank Of Qingdao Co.Ltd(002948) repurchase interest expense 1.36
Global bridge capital management, providing investment advisory services 173.25 LLC
Haier financial factoring (Chongqing) Co., Ltd. provides financial advisory services 11.26 provides asset management services due to 23.87% of the business
Occurrence and regulation of Zhongjin Xinzhi (Shanghai) private equity investment management
The inaccuracy of the service model of agency sales of financial products provided by Co., Ltd. 591.98
Zheshang Jinhui Trust Co., Ltd. provides agency sales of financial products qualitatively, which is calculated based on 426.21 Commission, CMC master offshore fund, L.P. provides agency sales of financial products, 10.32 actually incurred and commission, and the number of agency securities trading services provided
Income from fund management services provided by China investment and Financing Guarantee Co., Ltd. 2.05144339
Guoxin central enterprise operation and investment fund management (Guangzhou) provides agency securities trading services 2.49 Co., Ltd
Shenzhou car rental Co., Ltd. provides securities underwriting services 739.01 provides financial advisory services 78.21
Rongshi International Holdings Limited provides securities underwriting services 501.91
New China Life Insurance Company Ltd(601336) provide agency securities trading services 84.22
2. Securities and financial products trading
Unit: RMB 10000
Introduction to business or events of related parties to the transaction estimated amount actual amount
Joint investment in the joint investment fund between China investment and Financing Guarantee Co., Ltd. and related parties
Bond Trading: occurrence and regulation of bonds sold by China investment and Financing Guarantee Co., Ltd. to it 1 Jiugui Liquor Co.Ltd(000799)
Investment trust plan Zhejiang Jinhui Trust Co., Ltd. subscribes to the trust plan model issued by related parties, which is inaccurate 450000
Investment asset support subscribes for the qualitative of asset support issued by related parties to
Calculation of the actual amount of 700000 securities of Haier Financial Leasing Co., Ltd
3. Purchase assets from related parties
Unit: RMB 10000
Transaction content introduction to related party business or events estimated amount actual amount
Due to the occurrence and regulation of business to related parties
Purchased assets Hundsun Technologies Inc(600570) the uncertainty of purchasing operational assets from related parties, with 177.68
Calculation of actual occurrence
(III) estimated daily related party transactions in 2022
The company’s daily related transactions that may occur during 2022 and the 2022 general meeting of shareholders
Yi made a prediction as follows:
1. Connected transactions with the following connected legal persons or other organizations:
(1) Affiliated legal persons controlled by Director Tan Lixia or serving as directors and senior managers, including but not limited to
Limited to Bank Of Qingdao Co.Ltd(002948) , Haier financial factoring (Chongqing) Co., Ltd. and Haier Group (Qingdao)
Jinying Holding Co., Ltd;
(2) Affiliated legal persons controlled by director Duan Wenwu or serving as directors and senior managers, including but not limited to
Limited to China investment and Financing Guarantee Co., Ltd;
(3) Other related legal persons or other organizations (see “II. Introduction of related parties and related relationships (II)” for the definition)
Other related parties “).
Transaction category transaction content 2022 estimated deposit
forehead
Including but not limited to: Securities and futures brokerage services; Rental of trading unit seats; Endowment
Property management services; Asset custody and operation outsourcing services; Provide third-party fund deposit
Securities and financial management services; Fund management services; Investment advisory services; Financial advisory services; agent
Sales of financial products and services; Investment banking services; Stock pledge and margin trading service
Service; Related parties provide the company with bank credit, loans and other securities and financial products and services
Affairs
Including but not limited to: derivatives and bond trading; Occurrence and regulation of bank deposits and deposit business in related parties
Payment interest; Pledge repurchase business; Lending business; Income voucher business; Provide model borrowing uncertainty to
Securities and financial funds; Subscription fund; Investment asset management plan, financial products, trust plan, etc; Calculation of actual occurrence
Product trading forward (reverse) repurchase business; Set up asset management products and private equity funds; With related parties
China’s share transfer system carries out the transfer and trading of listed shares and other securities and financial products
transaction
Purchasing from related parties includes but is not limited to: purchasing operating assets and other assets from related parties and daily operation
Purchase of assets, related goods or services
Products or services
2. Connected transactions expected to occur with the following connected natural persons
It mainly includes: directors, supervisors, senior managers and their close family members who are currently or have left the company for less than 12 months, as well as other related natural persons specified in the Listing Rules of Shanghai Stock Exchange.
In the daily operation of the company, related natural persons may accept the securities and financial products services provided by the company, or conduct securities and financial products transactions with the company through subscription and subscription of financial products issued by the company. Due to the uncertainty of business occurrence and scale, relevant related party transactions are calculated based on the actual amount. 2、 Introduction and relationship of related parties
(I) introduction to related parties
1. Bank Of Qingdao Co.Ltd(002948) (hereinafter referred to as ” Bank Of Qingdao Co.Ltd(002948) ): Ms. Tan Lixia, the director of the company, is also a Bank Of Qingdao Co.Ltd(002948) non-executive director. The company is listed on the Shenzhen Stock Exchange and the stock exchange of Hong Kong Limited.
2. Haier financial factoring (Chongqing) Co., Ltd. (hereinafter referred to as “Haier factoring”): Ms. Tan Lixia, the director of the company, is also the chairman of Haier factoring. Haier factoring was established in May 2015 with a registered capital of RMB 1.2 billion, registered in Chongqing, and its business scope is to provide financing in the form of assigned accounts receivable; Settlement, management and collection of accounts receivable; Sales ledger management; Non commercial bad debt guarantee related to the company’s business; Customer credit investigation and evaluation and related consulting services; Re factoring business; Transfer and underwriting of financial accounts receivable assets.
3. Haier Group (Qingdao) Jinying Holding Co., Ltd. (formerly known as Haier Group (Qingdao) Financial Holding Co., Ltd., hereinafter referred to as “Haier financial holding”): Haier financial holding is a legal person holding more than 5% of the shares of the company. Ms. Tan Lixia, the director of the company, is also the chairman of Haier financial holding. Haier financial holding was established in February 2014 with a registered capital of RMB 11736640600, registered in Qingdao, and its business scope is to engage in investment activities with its own funds; Financial consultation; Data processing services; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Information system integration service; Research and development of Internet of things technology; Sales of plastic products; Retail of hardware products; Wholesale of hardware products; packing
