Central China Securities Co.Ltd(601375)
About Henan Kaiwang Electronic Technology Co., Ltd
Verification opinions on the prediction of daily connected transactions in 2022
In accordance with the provisions of relevant laws and regulations such as the measures for the administration of securities issuance and listing recommendation business, the self regulatory guidelines for listed companies on the Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on the gem, and the self regulatory guidelines for listed companies on the Shenzhen Stock Exchange No. 13 - recommendation business issued by the China Securities Regulatory Commission, Central China Securities Co.Ltd(601375) (hereinafter referred to as " Central China Securities Co.Ltd(601375) " or "continuous supervision organization") as the continuous supervision organization of Henan Kaiwang Electronic Technology Co., Ltd. (hereinafter referred to as "Kaiwang technology" or "listed company" or "company"), carefully checked the predicted events of the company's related party transactions in 2022. The details are as follows: I. Basic information of the predicted events of daily related party transactions
(I) overview of expected events of related party transactions
According to the needs of the company's daily operation, the company expects to add daily related party transactions with related parties in 2022. The details are as follows:
In 2022, due to the needs of daily production and operation, the company and its subsidiaries are expected to borrow no more than 50 million yuan from the related party Henan Shenqiu Rural Commercial Bank Co., Ltd.
The company and its subsidiaries are expected to deposit with Henan Shenqiu Rural Commercial Bank Co., Ltd. in 2022 and charge deposit interest in accordance with the regulations. The deposit shall not exceed 100 million yuan. The interest shall be based on the deposit benchmark interest rate published by the people's Bank of China and determined by both parties through negotiation.
The related party Henan Dongyuan Metallurgical Materials Co., Ltd. is expected to rent houses from the company in 2022, with an estimated amount of 360000 yuan.
The related party Shenzhen Kaixin Investment Co., Ltd. is expected to rent houses from the company's subsidiary Shenzhen Kaiwang Electronics Co., Ltd. in 2022, with an estimated amount of 30000 yuan.
In 2022, the company expects to lease the houses of the related party Henan HENGWEI Environmental Technology Co., Ltd., with an estimated amount of 1.3873 million yuan.
(II) introduction of related parties and related relationships
1. Henan Shenqiu Rural Commercial Bank Co., Ltd
(1) Basic information
Legal representative: Zhang Yongzheng
Registered capital: 502495100 yuan
Registered address: northwest corner of the intersection of Yangguang road and Qunxian Road, Shenqiu County, Zhoukou City, Henan Province
Business scope: absorbing public deposits; Issuing short-term, medium-term and long-term loans; Handle China settlement; Handle bill acceptance and discount; Acting as an agent for issuing, cashing and underwriting government bonds; Buying and selling government bonds and financial bonds; Engage in interbank lending; Engaging in debit card business; Acting for collection and payment of funds and insurance business; Provide safe deposit box service; Other businesses approved by the banking regulatory authority under the State Council.
(2) Relationship between related parties and the company
Henan Shenqiu Rural Commercial Bank Co., Ltd. is a company in which Chen Haigang, the actual controller of the company, serves as a director. (3) Performance capability analysis
The company exists and operates normally according to law and has good performance ability.
2. Henan Dongyuan Metallurgical Material Co., Ltd
(1) Basic information
Legal representative: Duan Hanqiao
Registered capital: 10 million yuan
Registered address: Zone A, light industrial park, Shanan industrial cluster, Shenqiu County
Scope: production and sales: foam ceramic filter and accessories, refractory ceramic materials and products; Design, development, manufacture and sales of metal, ceramic, plastic and carbon filter products; China's trade and technology import and export. (2) Relationship between related parties and the company
Henan Dongyuan Metallurgical Materials Co., Ltd. is an enterprise in which Chen Haigang, the actual controller of the company, directly controls 70%.
(3) Performance capability analysis
The company exists and operates normally according to law and has good performance ability.
3. Shenzhen Kaixin Investment Co., Ltd
(1) Basic information
Legal representative: Han LIUCai
Registered capital: 30 million yuan
Registered address: No. 812, building a, Shenye century industrial center, Xixiang street, Bao'an District, Shenzhen
Business scope: general business items are: investment and establishment of industries (specific items will be reported separately).
(2) Relationship between related parties and the company
Shenzhen Kaixin Investment Co., Ltd. is the controlling shareholder of the company.
(3) Performance capability analysis
The company exists and operates normally according to law and has good performance ability.
4. Henan HENGWEI Environmental Technology Co., Ltd
(1) Basic information
Legal representative: Chen Haigang
Registered capital: 5 million yuan
Registered address: Shanan Industrial Park, Shenqiu County
Business scope: R & D, production and sales of environmental monitoring equipment, system integration, software development and sales, provision of relevant technical consultation and technical services (involving administrative license and operation with license).
(2) Relationship between related parties and the company
Henan HENGWEI Environmental Technology Co., Ltd. is an enterprise directly owned by Chen Haigang, the actual controller of the company, and serves as executive director and general manager.
(3) Performance capability analysis
The company has good performance and normal operation ability according to law.
(III) basic information of related party transactions
1. Content of related party transactions
Unit: 10000 yuan
Estimated new amount of related party transactions of related parties in sequence (not exceeding the transaction purpose number of pricing basis)
1 Henan Shenqiu rural loan 500000 market pricing daily financing
Commercial banks shall deposit shares and charge the interest of daily capital deposit and withdrawal Co., Ltd. at the bank benchmark interest rate of no more than 1000000
2 Henan Dongyuan metallurgical leasing house refers to the market price at the time of leasing, and the idle house is rented for 36.00 grid
Materials Co., Ltd
Shenzhen Kaixin investment refers to similar houses in nearby areas
The market rent level of 3.00 houses rented by 3-capital Co., Ltd. shall be determined through negotiation on the rental of idle houses
Henan HENGWEI Environmental Consulting Co., Ltd. refers to similar rental plants in nearby areas and rents 138.73 houses with full 4 Technology Co., Ltd. the market rent level can be negotiated to meet the needs of the company for production and operation
2. Impact on the company
The above related party transactions with related parties are the normal needs of the company's business development and production and operation.
The transaction price between the company and related parties will be determined according to the fair price, and there is no behavior damaging the interests of the company and all shareholders. The company and the above related parties are independent legal persons, operate independently and are independent in terms of assets, finance and personnel. This related party transaction will not have an adverse impact on the independence of the company.
2、 Deliberations of the board of directors
The 14th meeting of the second board of directors of the company deliberated and adopted the proposal on the prediction of the company's daily connected transactions in 2022, and the connected directors Chen Haigang and Liu Zhongyi avoided voting.
3、 Independent opinions of independent directors
Prior approval opinion of independent directors: the transactions between the company and related parties belong to the daily business scope. The company's estimate for the addition of daily connected transactions in 2022 is reasonable and meets the needs of the company's normal business activities. It 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 harm 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.
Opinions of independent directors: the transactions between the company and related parties belong to the scope of daily business. The company's estimate for the addition of daily connected transactions in 2022 is reasonable and meets the needs of the company's normal business activities. The pricing of these related party transactions is fair, does not violate the principles of openness, fairness and impartiality, does not affect the independence of the company's operation, and does not harm the interests of the company and minority shareholders, which is in line with the overall interests of the company. When the board of Directors voted on this connected transaction, the connected directors avoided voting, the procedure was legal and in line with relevant laws, regulations and the articles of association.
4、 Verification opinions of the recommendation institution
The recommendation institution has carefully verified the above related party transactions and issued the following opinions:
1. The above related party transactions have been deliberated and approved at the 14th meeting of the second board of directors of the listed company, and the related directors have avoided voting. The convening, convening and resolution procedures of the board of directors comply with the provisions of relevant laws, regulations and the articles of association. The independent directors of the company have expressed their prior approval opinions and independent opinions on the above related party transactions, and the board of supervisors of the company has deliberated and approved the above related party transactions, This related party transaction still needs to be considered by the general meeting of shareholders.
2. The information disclosure of this connected transaction is in compliance.
3. The pricing of this related party transaction will be determined according to the fair price, and there is no damage to the interests of the company and all shareholders.
To sum up, the sponsor has no objection to the prediction of the above related party transactions of Kaiwang technology.
(no text below)
(there is no text on this page, which is the signature and seal page of Central China Securities Co.Ltd(601375) on the verification opinions on the expected daily connected transactions of Henan Kaiwang Electronic Technology Co., Ltd. in 2022) sponsor representative:
Wang Erpeng, Wu peizeng
Central China Securities Co.Ltd(601375) mm / DD / yyyy
