Citic Securities Company Limited(600030)
About Kede Numerical Control Co.Ltd(688305)
Verification opinions on daily related party transactions
Citic Securities Company Limited(600030) (hereinafter referred to as ” Citic Securities Company Limited(600030) ” or “sponsor”) is the sponsor of Kede Numerical Control Co.Ltd(688305) (hereinafter referred to as ” Kede Numerical Control Co.Ltd(688305) ” or “listed company”) for initial public offering and listing on the science and innovation board, According to the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of securities issuance and listing recommendation business, the Listing Rules of Shanghai Stock Exchange on the science and innovation board and the measures for the continuous supervision of listed companies on the science and Innovation Board (for Trial Implementation), the expected events of daily connected transactions of listed companies have been verified. The verification results are as follows:
1、 Basic information of daily connected transactions
(I) review procedures for the performance of daily connected transactions
On April 7, 2022, Kede Numerical Control Co.Ltd(688305) held the 22nd Meeting of the second board of directors, deliberated and adopted the proposal on the prediction of the company’s daily connected transactions. The related directors avoided voting, and the non related directors present at the meeting voted unanimously to pass the proposal.
On the same day, the company held the 21st Meeting of the second board of supervisors, deliberated and adopted the proposal on the prediction of the company’s daily connected transactions. The related supervisors avoided voting, and the non related supervisors present at the meeting voted unanimously to pass the proposal.
The independent directors of the company have expressed their prior approval opinions and clearly agreed independent opinions on the proposal. 1. Prior approval opinion: the daily related party transactions expected to occur by the company are based on the needs of normal production, operation and business development. The transaction price shall be determined by both parties through consultation with reference to the market price, and follow the principles of equality, voluntariness, fairness and justice. It will not have an adverse impact on the company’s financial status and operating results, and will not damage the interests of the company and all shareholders, especially small and medium-sized shareholders. Therefore, we unanimously agree to submit this proposal to the 22nd Meeting of the second board of directors of the company for deliberation.
2. Independent opinion: the daily related party transactions expected to occur by the company are based on the needs of normal production, operation and business development. The transaction price is determined by both parties through consultation with reference to the market price, and follows the principles of equality, voluntariness, fairness and impartiality. It will not have an adverse impact on the company’s financial status and operating results, and will not damage the company and the whole society
In the case of the interests of corporate shareholders, especially minority shareholders, the company will not form a significant dependence on related parties due to the above related party transactions, which will not affect the independence of the company. When the board of directors of the company considered the proposal, the related directors have avoided voting, and the decision-making procedures comply with relevant laws and regulations and the articles of association. As an independent director of the company, we unanimously agree to the proposal on the prediction of the company’s daily connected transactions.
The Audit Committee believes that the expected events of the company’s daily related party transactions are based on the needs of the company’s normal production, operation and business development. The transaction price is determined by both parties through consultation with reference to the market price and follows the principle of equality and voluntariness. There is no situation that damages the interests of the company and all shareholders and does not affect the independence of the company.
The board of supervisors believes that the expected daily connected transactions of the company are based on the needs of normal production, operation and business development, and the transaction price is determined by both parties through consultation with reference to the market price, following the principles of equality, voluntariness, fairness and impartiality, which will not have an adverse impact on the company’s financial status and operating results, and will not damage the interests of the company and all shareholders, especially small and medium-sized shareholders, The company will not form significant dependence on related parties due to the above connected transactions, which will not affect the independence of the company. The relevant decision-making procedures comply with the relevant provisions of laws and regulations and the articles of association. Therefore, the company agrees to the relevant contents of the proposal on the prediction of daily connected transactions of the company.
The proposal on the prediction of the company’s daily connected transactions needs to be submitted to the general meeting of shareholders for deliberation, and the connected shareholders need to avoid voting.
(II) current implementation and forecast of daily connected transactions in 2022
Unit: 10000 yuan
At the beginning of this year
It is expected to account for the estimated amount of this related party transaction by the end of February. It is expected that similar industries and related parties actually account for the amount of related parties of the same category in the previous year (note proportion, cumulative issued amount, business specific amount difference is 1) (Note 2) (Note 4) Reason for large amount (note)
3）
Purchase raw materials from related party Guangyang technology 450000, 15.60%, 905.76, 398716 and 13.83% of production and operation needs
Material and entrusted Guangyang hydraulic 300000 10.40% 553.54203470 7.06% production and operation needs
Subtotal of processing 750000 26.00% 145930602185 20.88%-
In the previous year, the customer increased the purchase of processing equipment from the related person Guangyang technology 425.00 1.68% 6.35131858 5.20% to the seller
Supply of Guangyang hydraulic 775.00 3.06% 23.63 3.43 0.01% subtotal of equipment service purchase demand increased by customers 120000 4.74% 29.98132201 5.21%-
To related party Guangyang technology 490.00 99.43% 68.52 329.43 66.85% (Note 5)
Subtotal of leased property 490.00 99.43% 68.52 329.43 66.85%-
Related party Guangyang technology 450.00 208.94% 60.07 198.83 92.32% of the production and operation need to collect electricity charges
(Note 6) subtotal 450.00 208.94% 60.07 198.83 92.32%-
Total 964000 – 161787787212 —
Note 1: this estimated amount refers to the amount of daily related party transactions expected to occur from the date of holding the 2021 annual general meeting to the date of holding the 2022 annual general meeting.
Note 2: estimated proportion in similar businesses = estimated amount this time / amount of similar businesses audited in 2021.
Total amount of related party transactions from the beginning of the year to the end of the current year: 3.
Note 4: the actual amount of last year is the audited actual amount of 2021.
Note 5: since the leased property is still in the process of decoration and reconstruction in the first half of 2021, a certain rent preference is given according to the market-oriented pricing method. In 2022, with the completion of decoration and reconstruction of the leased property, such preferential policies will no longer be implemented. Note 6: the reason why related parties collect electricity charges is that the park where they are located can only pay electricity charges uniformly by Guangyang technology as the only payer, and the company will settle the actual electricity charges with them. There is obvious physical isolation between the company and related parties in the place where they conduct business, and there is no situation of joint office.
Note: 1. Within the estimated total amount of this daily connected transaction, the company can adjust and use the above estimated amount between different connected persons (including the adjustment between different connected transaction categories) according to the actual business needs. 2. The discrepancy between the small count and the mantissa of the sum of the sub item values in the table is caused by rounding.
(III) prediction and implementation of daily connected transactions in 2021
Unit: 10000 yuan
From the beginning of this year to
Estimated amount and actual amount at the end of February
Accumulated amount of related party transactions of the previous year and actual amount of related party transactions of the previous year
Reasons for large transaction differences between category amount (Note 1) and amount (Note 2)
Amount (note)
3）
Purchase from related parties Guangyang technology 66 Sichuan Road & Bridge Co.Ltd(600039) 8716 905.76 for production and operation needs
Buy raw materials, Guangyang hydraulic 5030 Wangneng Environment Co.Ltd(002034) 70 553.54 production and operation needs
Subtotal of entrusted processing 1169000602185145930-
Selling Guangyang technology 162000131858 6.35 actual business needs to related parties
Selling goods and raising Guangyang hydraulic 305.00 3.43 23.63 actual business demand
Subtotal for services 192500132201 29.98-
Rent Guangyang technology 700.00 329.43 68.52 production and operation needs from related parties
Subtotal of leased property 700.00 329.43 68.52-
Related parties collect Guangyang technology 510.00 198.83 60.07 for production and operation needs
Subtotal of electricity charge 510.00 198.83 60.07-
Total 1482500787212161787-
Note 1: the estimated amount of last year refers to the amount of daily related party transactions expected to occur by the time of the 2021 annual general meeting before the end of May 2022, which is increased according to the business needs of the company since the date of deliberation and approval of the 2020 annual general meeting.
Note 2: the actual amount of last year is the audited actual amount of 2021.
Note 3: the accumulated transaction amount with related parties from the beginning of this year to the end of February has not been audited.
2、 Basic information and relationship of related parties
(I) basic information of related parties
1. Dalian Guangyang Technology Group Co., Ltd
Company name: Dalian Guangyang Technology Group Co., Ltd
Type: limited liability company
Legal representative: Yu Dehai
Registered capital: 22 million yuan
Date of establishment: July 15, 1998
Address: floor 1, No. 1-2-2, Tianfu street, Dalian Economic and Technological Development Zone, Liaoning Province
Main business: mainly engaged in machining business, air conditioning and marine controllers, metal and non-metal structural parts, etc.
Major shareholders: Yu Dehai holds 74% and benhong holds 25%.
Main unaudited financial data of 2021: total assets of 842334900 yuan, net assets of 1574372 million yuan and net profit of -179107 million yuan.
two
