Huatai United Securities Co., Ltd
About Kangping Technology (Suzhou) Co.Ltd(300907) (Suzhou) Co., Ltd
Verification opinions on the prediction of daily connected transactions in 2022
As the sponsor of Kangping Technology (Suzhou) Co.Ltd(300907) (Suzhou) Co., Ltd. (hereinafter referred to as ” Kangping Technology (Suzhou) Co.Ltd(300907) ,” the company “or” listed company “) in the continuous supervision stage of initial public offering and listing on the gem, In accordance with the relevant provisions of the measures for the administration of securities issuance and listing recommendation business, the Listing Rules of Shenzhen Stock Exchange on the gem and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of listed companies on the gem, Huatai United Securities Co., Ltd. (hereinafter referred to as “Huatai United Securities” or “sponsor”) has verified the expected events of daily connected transactions in Kangping Technology (Suzhou) Co.Ltd(300907) 2022, and the verification results are as follows:
1、 Basic information of daily connected transactions
(I) overview of daily connected transactions
According to the needs of business development and the actual situation of the company, the company plans to purchase goods from the related party Shanghai soulu Electronics Co., Ltd. (hereinafter referred to as “soulu Electronics”) in 2022, with an estimated total amount of no more than 10 million yuan; It is estimated that the total amount of houses leased from the related party Nantong Xiangkang nursery stock Co., Ltd. (hereinafter referred to as “Nantong Xiangkang”) will not exceed 72000 yuan. In 2021, the total amount of goods purchased by the company from related parties is expected to be no more than 10 million yuan, and the actual amount is 2138900 yuan; It is estimated that the total amount of leased houses from related parties will not exceed 72000 yuan, and the actual amount is 72000 yuan.
The company held the first meeting of the Fourth Board of directors in 2022 and the first meeting of the Fourth Board of supervisors in 2022 on March 31, 2022. The proposal on the prediction of the company’s daily connected transactions in 2022 was deliberated and adopted by 4 votes in favor, 0 votes against, 0 abstentions and 3 votes in favor, 0 votes against and 0 abstentions respectively. The company’s connected directors Jiang Jianping, Xia Yuhua and Jiang Yingdong avoided voting. The independent directors of the company have issued unanimous prior approval opinions and independent opinions.
The expected matters of this daily connected transaction are within the approval authority of the board of directors of the company and do not need to be submitted to the general meeting of shareholders of the company for deliberation.
(II) estimated category and amount of daily connected transactions
The company has estimated the daily related party transactions in 2022, as follows:
Unit: 10000 yuan
Related party transactions related party transactions 2022 as of the disclosure date 2021 actual category related party content pricing principle estimated amount 2022 issued amount
Amount generated
Soulu purchased electronic goods from related parties at the market price of 100000 98.36 213.89
Subtotal of purchased goods 100000 98.36 213.89
The market price of Nantong house is 7.20 1.80 7.20. It is leased from the related party Xiangkang
Subtotal of leased houses
7.20 1.80 7.20
Total 100720 100.16 221.09
Note: the amounts in the above table are tax inclusive.
(III) actual occurrence of daily related party transactions in the previous year
The daily related party transactions of the company in 2021 are as follows:
Unit: 10000 yuan
Proportion of the actual amount of related transactions and related transactions in the business of the same actual amount and the estimated amount of the content of related parties of the same category (%) difference in the estimated amount (%)
Soulu purchases 213.89100000 0.17 -78.61 electronic goods from related parties
Subtotal of purchased goods 213.89100000 0.17 -78.61
Nantong house 7.20 7.20 1.06 0.00 leased from related person Xiangkang
Subtotal of leased houses 7.20 7.20 1.06 0.00
The board of directors of the company estimates the amount of daily connected transactions of the company in 2021 according to the actual situation of its own business needs, the expected demand and the market demand. The actual amount is determined according to the amount and execution progress of the actual contract signed by both parties, which is uncertain. The above differences belong to normal business behavior and will not have a significant impact on the daily operation and performance of the company
The company’s estimated daily connected transactions in 2021 are calculated based on the upper limit amount of daily connected transactions that may be handed over to the company’s independent directors by both parties, so there is a difference from the actual amount.
The actual situation and the expected daily connected transactions of the company in 2021 are subject to the principles of fairness, impartiality and fair and reasonable explanation, and there is no situation that damages the legitimate rights and interests of the company and all shareholders, especially small and medium-sized shareholders
Note: the amounts in the above table are tax inclusive.
2、 Related person introduction and relationship
(I) Shanghai soulu Electronics Co., Ltd
1. Basic information
Unified social credit Code: 91310117761193396j
Registered address: No. 28, Yexing Road, Yexie Town, Songjiang District
Legal representative: Jiang Jianping
Registered capital: 12.1 million yuan
Business scope: licensed items: import and export of goods; Technology import and export; Import and export agent. (for items 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 documents or licenses of relevant departments) general items: production, processing and sales of electronic products, electronic components, instruments and meters, chargers, laser detectors and fixtures; Own house lease. (except for the items that must be approved according to law, the company shall independently carry out business activities according to law with its business license)
The latest financial data (Unaudited): as of December 31, 2021, the total assets were 1038223 million yuan and the net assets were 278641 million yuan; In 2021, the main business income was 928606 million yuan and the net profit was 9.8249 million yuan.
2. Relationship with listed companies
Jiangsu Kangping Investment Co., Ltd., the controlling shareholder of the company, indirectly holds 89.10% of the shares of soulu electronics. Mr. Jiang Jianping, the actual controller of the company, serves as the legal representative and executive director of soulu electronics. According to article 7.2.3 of the GEM Listing Rules of Shenzhen Stock Exchange, soulu Electronics is an affiliated legal person of the company.
3. Performance capability analysis
At present, soulu electronics is in good production, operation and credit status, and has good performance ability.
(II) Nantong Xiangkang nursery stock Co., Ltd
1. Basic information
Unified social credit Code: 913206815643385841
Registered address: No. 38, Renmin Road, Tianfen Town, lvsigang Town, Qidong City
Legal representative: Jiang Jianping
Registered capital: 3.5 million yuan
Business scope: seedling planting and sales. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
The latest financial data (Unaudited): as of December 31, 2021, the total assets were 8.4347 million yuan and the net assets were 2.073 million yuan; In 2021, the main business income was 68600 yuan and the net profit was -184800 yuan.
2. Relationship with listed companies
Mr. Jiang Jianping, the actual controller of the company, holds 90.00% of the shares of Nantong Xiangkang and serves as the legal representative and executive director of Nantong Xiangkang. According to article 7.2.3 of the GEM Listing Rules of Shenzhen Stock Exchange, Nantong Xiangkang is an affiliated legal person of the company.
3. Performance capability analysis
At present, Nantong Xiangkang has good production, operation and credit status, and has good performance ability.
3、 Main contents of related party transactions
(I) main contents of related party transactions
The company will lease houses and purchase goods from the above-mentioned related parties on the basis of market fair price and in accordance with the principles of equality, voluntariness, mutual benefit, fairness and fairness. There will be no damage to the interests of the company and shareholders and will not affect the independence of the company.
(II) signing of related party transaction agreement
The company will sign specific written contracts with the above-mentioned related parties within the scope of the above-mentioned expected daily connected transaction limit and according to the daily operation of the company, and perform relevant rights and obligations in accordance with the contract.
4、 Purpose of related party transactions and its impact on Listed Companies
The daily related party transactions between the company and the above related parties are to meet the needs of the company’s normal production and operation. They are carried out on the principles of equality, voluntariness, mutual benefit, fairness and fairness, which is conducive to the sustainable and stable development of the company and does not harm the interests of the company and shareholders. The above daily connected transactions will not affect the independence of the company, and the company will not rely on connected persons due to daily connected transactions.
5、 Opinions of independent directors
(I) prior approval of independent directors
The daily related party transactions of the company in 2022 are expected to be made on the basis of the daily related party transactions in 2021, which is the normal demand of the company’s business development and production and operation. The pricing of related party transactions is based on the market fair price, abides by the principles of fairness, openness and impartiality, and does not damage the interests of the company and shareholders. Therefore, the independent directors agreed to the company’s daily related party transactions in 2022 and agreed to submit the proposal to the company’s board of directors for deliberation.
(II) independent opinions of independent directors
The company’s daily related party transactions in 2022 are expected to be required by the company’s daily production and operation. The transaction price is determined by both parties through negotiation according to the market price. There is no obvious unfairness, damage to the interests of the company and its shareholders, no manipulation of profits through related party transactions, in line with the provisions of relevant laws and regulations and the articles of association, and no damage to the interests of the company and its shareholders, especially small and medium-sized shareholders. When the board of directors of the company considered this proposal, the related directors have avoided voting, and the voting procedures comply with relevant regulations. Therefore, the independent directors agree to the company’s daily related party transactions in 2022.
6、 Verification opinions of the recommendation institution on the expected events of the company’s daily connected transactions in 2022
After verification, the recommendation institution believes that the expected events of daily related party transactions in Kangping Technology (Suzhou) Co.Ltd(300907) 2022 meet the needs of the company’s normal business activities and do not harm the interests of the company and its non related shareholders; The company has performed necessary procedures and complied with the requirements of the company law, Shenzhen Stock Exchange GEM Listing Rules, Shenzhen Stock Exchange listed companies self regulatory guidelines No. 2 – standardized operation of GEM listed companies and other documents, as well as the provisions of the articles of association. The recommendation institution has no objection to the company’s daily related matters in 2022.
(there is no text on this page, which is the signature page of the verification opinions of Huatai United Securities Co., Ltd. on the prediction of daily connected transactions of Kangping Technology (Suzhou) Co.Ltd(300907) (Suzhou) Co., Ltd. in 2022)
Sponsor representative (signature):
Zheng Shijie, Jia Peng
Huatai United Securities Co., Ltd. (official seal)
