Xiangcai Securities Co., Ltd
About Xuchang Ketop Testing Research Institute Co.Ltd(003008)
Verification opinions on the prediction of daily connected transactions in 2022
Xiangcai Securities Co., Ltd. (hereinafter referred to as "Xiangcai securities" or "sponsor") as the sponsor of Xuchang Ketop Testing Research Institute Co.Ltd(003008) (hereinafter referred to as " Xuchang Ketop Testing Research Institute Co.Ltd(003008) " or "company") for initial public offering of shares in 2020, in accordance with the measures for the administration of securities Issuance and listing sponsor business and the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 13 - sponsor business In accordance with the provisions of laws and regulations such as the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies, and the guidelines for the self discipline supervision of listed companies No. 1 - standardized operation of listed companies on the main board of Shenzhen Stock Exchange, the expected events of daily connected transactions in Xuchang Ketop Testing Research Institute Co.Ltd(003008) 2022 have been verified. The details are as follows:
1、 Basic information of daily connected transactions (I) overview of daily connected transactions
In order to strengthen the management of related party transactions and improve decision-making efficiency, according to the Listing Rules of Shenzhen Stock Exchange and relevant laws and regulations, Xuchang Ketop Testing Research Institute Co.Ltd(003008) for the whole year of 2022, with Xuchang Cape Electric Research Institute Co., Ltd. (hereinafter referred to as "Electric Research Institute") and its subordinate units (Journal of power system protection and control) The associated enterprise Xuchang Junyi Hotel Co., Ltd. (hereinafter referred to as "Junyi Hotel") has estimated the daily related party transactions involved in the purchase of goods and services, sales of goods and so on.
The company held the 11th meeting of the second board of directors on April 8, 2022, deliberated and passed the proposal on the estimation of related party transactions in Xuchang Ketop Testing Research Institute Co.Ltd(003008) 2022. Among them, Zhang Xiling, a related director of the company, has avoided voting on the relevant sub proposal as required, which was adopted by the other four non related directors by a unanimous vote. The expected matters of this daily connected transaction have been recognized and agreed by the independent directors in advance.
The actual amount of daily related party transactions between the company and Electrical Research Institute and its subordinate units and associated enterprise Junyi hotel in 2021 is 3.9774 million yuan (including tax), and the estimated amount of daily related party transactions with Electrical Research Institute and its subordinate units and associated enterprise Junyi hotel in 2022 is no more than 5.093 million yuan (including tax).
The above transactions are daily connected transactions, which do not constitute a major asset reorganization specified in the administrative measures for major asset reorganization of listed companies, and do not constitute a reorganization and listing, and do not need to be approved by other relevant departments. In accordance with the stock listing rules of Shenzhen Stock Exchange and the articles of association, this connected transaction does not need to be submitted to the general meeting of shareholders for deliberation. (II) category and amount of daily related party transactions expected in 2022
The following is the forecast of the company's daily connected transactions in 2022:
Unit: 10000 yuan
Amount of contract signed up to the date of disclosure of related party transactions or estimated amount of related party transactions of related parties in the previous year (including trade category, including pricing principle (including tax) amount (including tax)
(tax)
Electrical research calibration, park reference market
Purchase design and other labor services from affiliated institutes and their subordinate management and printing price of 144.00, 29.36 and 115.32
Commodities and catering and accommodation of Junyi Hotel refer to the market price of 210.00, 59.83 and 179.80 labor services
Subtotal 354.00 89.19 295.12
Electrical research, house leasing
Sales to affiliated institutes and their subordinate information systems refer to the price of water and electricity sold by affiliated units at 125.30, 20.69 and 76.38 people in the market
Products, etc
Commodity Junyi Hotel water and electricity refer to the market price of 30.00 8.03 26.24
Subtotal 155.30 28.73 102.62
(III) actual occurrence of daily related party transactions in the previous year
In accordance with the articles of association and other provisions, the company has fulfilled the relevant approval procedures for the daily related party transactions in 2021. In 2021, the total approved related party transactions with Electrical Research Institute and its subordinate units and associated enterprise Junyi hotel are expected to be 5.6925 million yuan (including tax), and the total actual related party transactions are 3.9774 million yuan (including tax). There is a difference between the actual amount and the estimated amount, and the difference does not meet the deliberation standard of the board of directors, Meet the requirements of relevant regulations. The details are as follows:
Unit: 10000 yuan
Disclosure date of actual occurrence, expected actual occurrence and amount of related party capacity (including amount) (accounting for similar amount and expected index)
Tax) business proportion amount variance
For the details of electrical research and calibration and park, the company disclosed to the affiliated Institute and its subordinate management, document printing 115.32 195.65 56.21% - 41.06% in April 2021, and the design of subordinate units
Commodities and Junyi hotel catering and accommodation 179.80 245.00 57.61% - 26.61% cninfo labor services (www.cn. Info
Subtotal 295.12 440.65 57.05% - 33.03% com. cn.）
Electrical research, house leasing of Report on the estimated public goods of the affiliated Institute and its downstream electric 76.38, 88.60, 74.43% - 13.79% of the daily sales of affiliated units' frequently connected transaction products and Junyi hotel's water and electric 26.24, 40.00, 25.57% - 34.40% in 2021
Subtotal 102.62 128.60 100.00% - 20.20% Announcement No.: 2021021
1. Affected by covid-19 pneumonia epidemic in 2021, floods and other factors, the conference and related services originally planned to be purchased from Xuchang Cape Electric Research Institute Co., Ltd. and its subordinate units, and the catering and accommodation services purchased from Xuchang Junyi Hotel Co., Ltd. have been affected, The board of directors of the company paid attention to the daily connection, resulting in the actual amount of goods and services purchased by the company from related parties in 2021, which is 33.03% lower than the actual and expected amount of pre transaction.
Description of significant differences in the calculation 2. Affected by covid-19 pneumonia epidemic, flood disaster and other factors in 2021, Xuchang Cape Electric Research Institute Co., Ltd. and its subordinate units' print design business volume decreased, and Xuchang Junyi Hotel Co., Ltd. business volume decreased. In addition, Xuchang Junyi Hotel Co., Ltd. changed to independently supply hot water Hot water will not be purchased from Xuchang Ketop Testing Research Institute Co.Ltd(003008) any more, resulting in a 20.20% decrease in the actual amount of products and commodities sold by the company to related parties in 2021..
The independent directors of the company have verified the daily transactions. The independent directors believe that the explanation given by the board of directors of the company on the actual occurrence and occurrence of the daily related party transactions in 2021 is in line with the actual situation of the company. If there is a large difference between the expected related party transactions, the principle of "fairness, impartiality and fairness" is followed, and the decision-making procedure is legal, The transaction pricing is fair and reasonable, and there is no situation that damages the interests of the company and other shareholders, especially the interests of minority shareholders.
2、 Related person introduction and relationship
(I) basic information
1. Company name: Xuchang Cape Electric Research Institute Co., Ltd
Legal representative: Zhang Xiling
Address: No. 17, Shangde Road, Xuchang City
Main business: standard research, formulation, revision, standard technology evaluation and technical services in the field of power equipment and intelligent appliances; Calibration of test and detection equipment and instruments; R & D, production, sales, maintenance and technical services of calibration instruments and equipment; Conference and exhibition services; Equipment leasing; estate management.
2. Company name: Journal of power system protection and control
Legal representative: Han Wanlin
Registered capital: 10 million yuan
Address: No. 1706, Xuji Avenue, Xuchang City
Main business: editing, publishing and distribution of power system protection and control magazine; Design, produce, publish and act as an agent for all kinds of advertisements; Computer graphic, video and multimedia design and production; Design and manufacture of signs and namesectors; Website design and construction; Photography services; Celebration planning; Conference services; Exhibition services; Indoor and outdoor decoration design and construction; Sales of computers, accessories and consumables; Sales of office supplies; Printing of other printed materials (excluding Publications); Technical retrieval services.
The main financial data of Electrical Research Institute in 2021 (unaudited consolidated statement data, including the magazine of power system protection and control) are shown in the following table:
Unit: 10000 yuan
December 31, 2021 January December 2021
Total assets net assets operating income net profit
26145842593648119835128780 [note]
Note: as of December 31, 2021, electric research institute holds 22.50% of the shares of the company, and its net profit in 2021 mainly comes from the investment income brought by holding the shares of the company.
3. Company name: Xuchang Junyi Hotel Co., Ltd
Legal representative: Ding Xiaolei
Registered capital: 10 million yuan
Address: intersection of Weiwu Avenue and Shangde Road, Xuchang City
