Citic Securities Company Limited(600030)
Verification opinions on the confirmation of daily connected transactions of Zhejiang Zhenlei Technology Co., Ltd. in 2021 and the prediction of daily connected transactions in 2022
Citic Securities Company Limited(600030) (hereinafter referred to as " Citic Securities Company Limited(600030) " or "sponsor") as a sponsor of Zhejiang Zhenlei Technology Co., Ltd. (hereinafter referred to as "Zhenlei technology", "company") for initial public offering and listing on the science and innovation board, in accordance with the measures for the Administration of securities issuance and listing sponsor business and the rules for the listing of shares on the science and Innovation Board of Shanghai Stock Exchange The relevant provisions of laws and regulations such as the measures for the continuous supervision of listed companies on the science and Innovation Board (for Trial Implementation) and the guidelines for the continuous supervision of listed companies on the Shanghai Stock Exchange have verified the confirmation of daily connected transactions of Zhenlei technology company in 2021 and the prediction of daily connected transactions in 2022, and issued this verification opinion. The verification is as follows:
1、 Basic information of daily connected transactions
(I) review procedures for the performance of daily connected transactions
The seventh meeting of the first board of directors and the fifth meeting of the first board of supervisors held on April 6, 2022 deliberated and adopted the proposal on the confirmation of the company's daily connected transactions in 2021 and the prediction of daily connected transactions in 2022. Mr. Yu Faxin, a connected director, withdrew from voting, and the non connected directors attending the meeting voted unanimously; The supervisors present at the meeting voted unanimously. This proposal does not need to be submitted to the general meeting of shareholders of the company for deliberation. The independent directors of the company have issued prior approval opinions on the above-mentioned proposals and expressed clear independent opinions on the board of directors.
Prior approval opinion of independent directors: we believe that the daily connected transactions of the company in 2021 and the prediction of daily connected transactions in 2022 meet the needs of the company's production and operation. Based on the principles of fair, just and reasonable market, the marketization of transaction price is in line with the interests of the company and all shareholders, has no impact on the independence of the company, and does not damage the interests of the company and shareholders, especially small and medium-sized shareholders, It is agreed to submit it to the seventh meeting of the first board of directors for deliberation.
Opinions of independent directors: according to the requirements of the rules for independent directors of listed companies, the Listing Rules for shares on the science and Innovation Board of Shanghai Stock Exchange, the articles of association and other relevant regulations, the daily connected transactions of the company in 2021 meet the needs of the company's production and operation, and the transaction price is based on the fair, just and reasonable market principles
It does not harm the interests of the company and its shareholders, especially the minority shareholders.
The board of supervisors believes that the company's daily connected transactions in 2021 and the daily connected transactions expected in 2022
It meets the daily business needs of the company and does not damage the legitimate rights and interests of all shareholders of the company.
The audit committee of the board of directors of the company reviewed and approved the confirmation of the company's daily connected transactions in 2021
And the proposal on the prediction of daily connected transactions in 2022, which was unanimously agreed and passed by all members. The company's prediction of daily related party transactions in 2022 meets the needs of normal business development, and the pricing meets the requirements
The principle of marketization is in line with the interests of the company and all shareholders, especially the minority shareholders, has no impact on the independence of the company, does not damage the interests of the company and shareholders, especially the minority shareholders, and is not found to transfer profits through related party transactions
Benefit situation. The voting procedure of the company's board of directors on the proposal complies with relevant laws and regulations, normative documents and the public
Provisions of the articles of association of the company.
(II) prediction and implementation of daily connected transactions in 2021
Unit: 10000 yuan
The reason for the large difference between the estimated amount of related party transactions in 2021 and the actual amount in 2021
Accepting that the related party Zhejiang jimaike microelectronics has no more than 1000138.78 customers, and the procurement plan is postponed
The products provided by the company are limited to 10000 yuan
And services subtotal not exceeding 1000138.78/
Ten thousand yuan
Note 1: the above amount is tax exclusive.
(III) estimated amount and category of daily connected transactions in 2022
Unit: 10000 yuan
2022 proportion of similar business from the beginning of this year to the end of last year actual proportion of similar business in the current estimated amount of related parties annual pre proportion (%) proportion of business between disclosure date and related parties and the actual transaction category amount of last year note [1] reasons for the difference between the accumulated amount (%) and the transaction amount
Zhejiang jimaike's new orders accepted the purchase of Guan Microelectronics Co., Ltd. 600.00 9% 72.13 138.78 2.67%
The products provided by lianrenti company are produced in kier District, Hangzhou
Product and service chain technology has 300.00 4.5% - / new procurement planning Co., Ltd
Subtotal 900.00/72.13 138.78/
Note 1: the denominator of the formula for calculating the proportion of similar businesses in the above table is the expenditure or operating income of similar businesses in 2021.
2、 Basic information and relationship of related parties
(I) basic information of related parties
1. Zhejiang jimaike Microelectronics Co., Ltd
Zhejiang jimaike Microelectronics Co., Ltd
Unified social credit code 91330522ma2b5bjy7n
Other types of limited liability companies
Legal representative: Ma Fei
Production: semiconductor integrated circuits and system integration products; Compound semiconductor chip (it can only be operated after reporting to the environmental protection department); Wholesale and retail: electronic products, machine business scope, electrical equipment and accessories, computer software and hardware and accessories; Technology development, technical consultation, technical service and achievement transfer: integrated circuit packaging and system integration technology; Integrated circuit testing technology; Integrated circuits and semiconductor chips; Import and export of goods and technology. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
The registered capital is 685714 million yuan
Date of establishment: September 30, 2018
Long term operation
Address: plant 8, Beiyuan, branch 2, Changxing National University Science Park, the intersection of ChenWang road and Taihu Road, Changxing County Economic and Technological Development Zone, Huzhou City, Zhejiang Province
Main office location: plant 8, Beiyuan, branch 2, Changxing National University Science Park, the intersection of ChenWang road and Taihu Road, Changxing County Economic and Technological Development Zone, Huzhou City, Zhejiang Province
The actual controllers are Ma Fei, Yu Faxin, Feng Guangjian and Cheng Mingfang
At the end of 2021, the total assets were 3693141 million yuan, the net assets were 2658649 million yuan, the operating income was 2.6269 million yuan, and the net profit was -656121 million yuan. (this data has been audited by Tianjian Certified Public Accountants (special general partnership))
2. Hangzhou kier blockchain Technology Co., Ltd
Name: Hangzhou kier blockchain Technology Co., Ltd
Unified social credit code 91330106ma2cd192b
Type: limited liability company (invested or controlled by natural person)
Legal representative: Luo Xuexue
Services: blockchain technology, network information technology, data processing technology, computer software and hardware, communication equipment, technology development of automobile technology, technical consultation, technical services, transfer of business scope, computer system integration, economic information consultation (except commodity intermediary), information service business in class II value-added telecommunications business; All other legal projects that do not need to be submitted for approval
Registered capital: RMB 10 million
Date of establishment: July 10, 2018
Long term operation
Address: Room 202, building 5, No. 3, Xiyuan Third Road, Xihu District, Hangzhou, Zhejiang
Main office location: Room 202, building 5, No. 3, Xiyuan Third Road, Xihu District, Hangzhou, Zhejiang Province
The actual controllers Luo Xuexue and Yu Faxin jointly control
Financial status of the latest year at the end of 2021, the total assets were 13.173 million yuan, the net assets were 105136 million yuan, the operating income was 0 million yuan, and the net profit was -22558 million yuan. (Unaudited)
(II) relationship with listed companies
S / N associated person name associated relationship
1. An enterprise jointly controlled by the actual controller and others of Zhejiang jimaike Microelectronics Co., Ltd
2 enterprises jointly controlled by the actual controller and others of Hangzhou kier blockchain Technology Co., Ltd
(III) performance capability analysis
The above-mentioned related parties exist in accordance with the law, have good credit and financial conditions, and have the ability to perform continuous operation and services. The company and its subsidiaries will sign order contracts with relevant related parties for the daily related party transactions expected to occur in 2022 and implement them in strict accordance with the agreement. The performance is guaranteed by law.
3、 Main contents of daily related party transactions
(I) main contents of related party transactions
1. According to the production and operation needs of both parties, the company purchases processing services from the related party Zhejiang jimaike Microelectronics Co., Ltd.
2. According to the production and operation needs of both parties, the company purchases collaborative design cloud platform and services from the related party Hangzhou kier blockchain Technology Co., Ltd.
(II) pricing policy and basis
The pricing policy and basis of the company's daily connected transactions shall be based on the market price in accordance with the principle of fairness and impartiality. All parties to the transaction shall sign the transaction agreement in accordance with the principles of fairness, impartiality and mutual benefit, and the transaction price shall be calculated according to the agreed price.
(III) signing of related party transaction agreement
Within the above estimated daily connected transaction limit, the company will sign contracts with the above connected parties according to daily business needs, and perform relevant rights and obligations in accordance with the contract.
4、 Purpose of daily connected transactions and its impact on Listed Companies
This estimated connected transaction is the daily connected transaction of the company, which is based on the normal production and operation needs between the company and related parties, and plays a positive role in consolidating the market, improving the operating capacity and promoting the growth of benefits. On the basis of equality, mutual benefit and mutual consultation, both parties of related party transactions negotiate pricing with reference to the market fair price, formulate contract terms, and the settlement time and method are reasonable. There is no situation that damages the interests of the company and shareholders, does not affect the independence of the company, and the main business or income and profit sources of the company will not rely on related parties due to such related party transactions.
5、 Verification opinions of the recommendation institution
After verification, the recommendation institution believes that:
The above-mentioned confirmation of daily connected transactions in 2021 and the expected matters of daily connected transactions in 2022 have been deliberated and approved at the seventh meeting of the first board of directors and the fifth meeting of the first board of supervisors, and the connected directors have avoided voting. The independent directors of the company have issued their prior approval opinions on the above-mentioned proposals and expressed their clear independent opinions at the board of directors. This matter does not need to be deliberated by the general meeting of shareholders. Up to now, the decision-making procedures of the above matters comply with the provisions of relevant laws, regulations and the articles of association.
The above estimated daily related party transactions of the company are necessary for the company to carry out daily business activities, do not damage the interests of the listed company and the shareholders of the listed company, and will not affect the independence of the listed company, nor will the listed company
