Caixin Securities Co., Ltd
About Si-Tech Information Technology Co.Ltd(300608)
Verification opinions on the prediction of daily connected transactions in 2022
Caixin Securities Co., Ltd. (hereinafter referred to as "Caixin securities" and "recommendation institution") as the continuous supervision and recommendation institution of Si-Tech Information Technology Co.Ltd(300608) (hereinafter referred to as " Si-Tech Information Technology Co.Ltd(300608) " and "the company"), in accordance with the measures for the administration of securities issuance and listing recommendation business, the Listing Rules of GEM stocks of Shenzhen Stock Exchange The self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM and other relevant provisions have verified the expected daily connected transactions in Si-Tech Information Technology Co.Ltd(300608) 2022. The specific conditions are as follows: I. Basic information of daily connected transactions
(I) overview of daily connected transactions
In view of the needs of daily production and operation, the company and its holding subsidiaries expect to have daily related party transactions with the related party Chengdu koala Youran Technology Co., Ltd. (hereinafter referred to as "koala Youran") with a total amount of no more than RMB 3 million in 2022. In 2021, the amount of daily related party transactions between the company and its holding subsidiaries and koala leisurely was RMB 10000.
On April 6, 2022, the company held the 25th meeting of the third board of directors, deliberated and adopted the proposal on the prediction of the company's daily connected transactions in 2022. The connected director Mr. Wu Feizhou avoided voting, and the independent directors of the company approved it in advance and expressed independent opinions.
According to the relevant provisions of the Shenzhen Stock Exchange GEM Listing Rules, the estimated amount of the company's daily related party transactions in 2022 is within the scope of the authority of the company's board of directors and takes effect after being deliberated and approved by the board of directors. It is not necessary to submit it to the general meeting of shareholders for deliberation.
(II) estimated category and amount of daily connected transactions
Unit: 10000 yuan
Related party transaction category related party transaction content related party transaction pricing principle contract signing amount or estimated amount of last year
Accept the products and commodities that koala leisurely purchases at the fair price of 300.00 0.00 in the AI intelligent platform market provided by related parties
Note: the company signed a capital increase agreement with the shareholders of koala Youran in September 2019, and koala Youran became a joint-stock company of the company; In December 2019, Mr. Wu Feizhou, the controlling shareholder and actual controller of the company, served as the director of koala Youran. Since December 2019, koala Youran has been a related party of the company.
2、 Related person introduction and relationship
(I) basic information of koalas
Company name: Chengdu koala Youran Technology Co., Ltd
Unified social credit code 91510100ma61r98877
Type: limited liability company (Sino foreign joint venture)
Legal representative: Shen Fumin
Date of establishment: October 26, 2015
The registered capital is 345949 million yuan
Registered address: zone 10, building 4, No. 200, Tianfu Fifth Street, Chengdu high tech Zone, China (Sichuan) pilot Free Trade Zone
Rooms 1001, 1002 and 1003 on the first floor
Software development and technology transfer; Develop and wholesale computer software and hardware, and provide technical services and technical services
Consultation and technology transfer; Information system integration service; Network technology development, technical consultation and technical cooperation
Services; Website construction and maintenance; Art design services; Wholesale of sporting goods (excluding cultural goods)
Books, newspapers and periodicals, audio-visual products and electronic publications), equipment and chemicals (excluding hazardous chemicals)
Business scope (academic products), building materials, electronic products, mechanical equipment; Import and export of the above goods and technologies (prohibited by the state)
(excluding the import and export of goods and technologies subject to or involving administrative examination and approval); Security engineering design and construction,
Intelligent building engineering design and construction, intelligent building engineering design and construction, electronics and intelligence
Chemical engineering construction (the above projects shall be operated with qualification certificates). (projects subject to approval according to law,
Business activities can only be carried out with the approval of relevant departments) (involving the implementation of special access management in accordance with national regulations)
Management measures (except)
(II) latest financial data
As of December 31, 2021, koala Youran had total assets of 7570872246 yuan and net assets of 4587448869 yuan. In 2021, koala Youran's main business income was 3612041905 yuan and its net profit was 2041319980 yuan.
(III) relationship with the company
Koala Youran is a joint-stock company of the company, and Mr. Wu Feizhou, the controlling shareholder and actual controller of the company, is a director of koala Youran and a related party of the company.
(IV) performance capability analysis
Koala leisurely continues to exist in accordance with the law, operates normally, has good assets and strong performance ability. 3、 Main contents of related party transactions
(I) pricing principle and basis
The transactions between the company and related parties shall follow the market principles of fairness, impartiality and voluntariness. Through consultation, both parties shall ensure that the transaction price is fair and reasonable, does not deviate from the market and the transaction conditions are equal.
(II) signing of related party transaction agreement
The company and its holding subsidiaries will sign specific agreements with koala Youran in 2022 according to the actual situation of relevant businesses. 4、 Purpose of related party transactions and its impact on Listed Companies
The company has an independent and complete R & D, production, procurement and sales model, and purchases AI intelligent platform products from the related party koala leisurely, so as to meet the needs of the company's normal operation and development and project construction. The transactions between the company and related parties are priced fairly and reasonably according to the fair market price, and there is no behavior damaging the interests of the company and non related shareholders. The company and its related party koala Youran are independent legal persons. Both parties are independent in terms of assets, finance and personnel, which will not have an adverse impact on the independence of the company. 5、 Approval procedures to be performed
On April 6, 2022, the company held the 25th meeting of the third board of directors, deliberated and adopted the proposal on the prediction of the company's daily connected transactions in 2022, and the connected director Mr. Wu Feizhou avoided voting.
The independent directors of the company give prior approval to the prediction of the company's daily connected transactions in 2022, and
Expressed an independent opinion of agreement. 6、 Verification opinions of the recommendation institution
The recommendation institution consulted the documents of the board of directors, the opinions of independent directors and other relevant materials of the company
The expected events of daily related party transactions in 2022 were verified. After verification, Caixin Securities believes that:
1. The expected events of the company's daily connected transactions in 2022 have been deliberated and approved at the 25th meeting of the third board of directors, and the independent directors have issued their prior approval opinions and agreed independent opinions. The estimated amount of the company's daily connected transactions in 2022 is within the authority of the board of directors of the company and does not need to be submitted to the general meeting of shareholders for deliberation. The company has fulfilled the necessary examination and approval procedures for the expected events of daily connected transactions in 2022, and complies with the requirements of relevant provisions such as the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of listed companies on GEM and the provisions of the articles of association.
2. The daily related party transactions of the company in 2022 are expected to meet the needs of the company's normal business development, and the transaction price will be priced according to the market fair price principle, which is in line with the interests of the company and shareholders.
In conclusion, Caixin securities has no objection to the forecast of daily related party transactions in Si-Tech Information Technology Co.Ltd(300608) 2022.
(there is no text on this page, which is the signature page of the verification opinions of Caixin Securities Co., Ltd. on the prediction of daily connected transactions in Si-Tech Information Technology Co.Ltd(300608) 2022)
Signature of sponsor representative:
Xu Xinggang, song Yining
Caixin Securities Co., Ltd
