Zhongtai Securities Co.Ltd(600918) about
Chengdu Xiling Power Science & Technology Incorporated Company(300733)
Verification opinions on the prediction of daily connected transactions in 2022
Zhongtai Securities Co.Ltd(600918) (hereinafter referred to as ” Zhongtai Securities Co.Ltd(600918) ” or “sponsor”) as Chengdu
Chengdu Xiling Power Science & Technology Incorporated Company(300733) Technology Co., Ltd. (hereinafter referred to as ” Chengdu Xiling Power Science & Technology Incorporated Company(300733) ” or “the company”) sends
The recommendation institution of the bank’s shares shall, in accordance with the administrative measures for the recommendation business of securities issuance and listing and the Shenzhen Stock Exchange
GEM Listing Rules, Shenzhen Stock Exchange GEM listed companies self regulatory guidelines No.2-
Relevant provisions such as the “standardized operation of companies listed on GEM” predict the daily connected transactions in Chengdu Xiling Power Science & Technology Incorporated Company(300733) 2022
Careful verification has been carried out and this verification opinion is issued. The details are as follows:
1、 Basic information of daily connected transactions
(I) overview of related party transactions
Due to the needs of normal operation, Chengdu Xiling Power Science & Technology Incorporated Company(300733) plans to apply to Chengdu Bochuang Jingxin Technology Co., Ltd. (hereinafter referred to as “Bochuang”)
Chuangjingxin “) sells products and provides leasing services, and accepts the labor services provided by bochuangjingxin. It is estimated that 2022
The total amount of annual connected transactions shall not exceed RMB 725114 million. Daily related party transactions of the company in 2021
The amount of inter occurrence is 1.458 million yuan.
On April 11, 2022, the 24th Meeting of the third board of directors and the 15th meeting of the third board of supervisors of the company
At the meeting, the proposal on the prediction of daily connected transactions in 2022 was considered and adopted. Independent director of the company
The independent opinions approved and agreed in advance have been issued, and the expected matters of this daily connected transaction still need to be approved by the shareholders
With the approval of the board of directors, and there are no related shareholders who need to avoid voting.
(II) estimated category and amount of daily connected transactions
Unit: 10000 yuan
Related party transactions related party transactions as of the disclosure date of the estimated amount of the related party content pricing principle of the category of related party transactions occurred in the previous year
Selling goods and products to related parties at a market price of 500000 0.00 1.25
Provide related parties with the service of renting Bochuang Jingxin plant at the price of 171.14 42.79 1.85
Accept the market price of entrusted processing provided by related parties 200000 0.00 0.00
labour services
Accept the technical services provided by related parties, and the market price is 80.00 30.00 142.70 labor services
2、 Related person introduction and relationship
(I) basic information of related parties
1. Company name: Chengdu Bochuang Jingxin Technology Co., Ltd;
2. Unified social credit Code: 91510129ma6614ag4h;
3. Registered address: No. 8, Xingye 7th Road, Qingxia street, Dayi County, Chengdu, Sichuan;
4. Registration time: November 13, 2020;
5. Registered capital: 1 million yuan;
6. Legal representative: Lei gang;
7. Business scope: R & D, manufacturing and sales of precision castings, mechanical equipment and electronic products; Mechanics
Technology development, technical consultation, technology transfer and technical services of equipment; Engaged in the import and export of goods and technology
Service; Metal processing and sales (items subject to approval according to law can only be carried out after being approved by relevant departments
Move).
8. Main financial indicators: as of December 31, 2021, the total assets were 263877 million yuan and the net assets were
209100 yuan; In 2021, the operating revenue was 3.489 million yuan and the net profit was 2.091 million yuan.
(II) relationship
In order to support the development of potential customers, the company provided certain services during the start-up of bochuangjing in 2021
Assistance. Based on the principle of prudence and substance over form, the company identified Bochuang Jingxin as a key in 2021
Joint party. As the company no longer provides assistance to Bochuang Jingxin in the future, the above factors constituting related parties have been eliminated. (III) performance capability analysis
Since its establishment, the company has existed in accordance with the law and is not a dishonest executee. At present, the company operates normally and has the corresponding performance
About capacity.
3、 Main contents of related party transactions
Based on the fair market price and following the principles of equality, voluntariness, mutual benefit, fairness and fairness, the company has transactions with the above-mentioned related parties, which does not harm the interests of the company and shareholders and will not affect the independence of the company
Independence.
The company will, within the scope of the above estimated daily connected transaction limit, cooperate with the company according to the daily operation of the company
The above-mentioned related parties sign specific written contracts, perform relevant rights and obligations in accordance with the contract, and
Perform the obligation of information disclosure according to relevant regulations.
4、 Purpose of related party transactions and its impact on the company
The expected related party transactions of the company are necessary for the normal operation of the company and conducive to the business development of the company. The company will determine the transaction pricing, settlement and payment methods in accordance with the principle of fair market, which will not damage the interests of the company and shareholders. In the process of daily transactions, the company’s main business will not rely on related parties due to such related party transactions. The company and related parties conduct business in strict accordance with relevant regulations, which will not affect the independence of the company.
5、 Prior approval opinions and independent opinions of independent directors
Prior approval:
All independent directors believe that the company’s recognition of the related party and its transactions complies with the requirements of laws, regulations and normative documents such as the company law, 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 GEM listed companies and the provisions of the articles of association, and unanimously agree to submit the related party transactions to the board of directors of the company for deliberation.
Independent opinion:
All independent directors believe that the recognition of related parties and their transactions by the company complies with the requirements of laws, regulations and normative documents such as the company law, 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 GEM listed companies, and the provisions of the articles of association, It is in the interests of the company and shareholders to carry out trading activities in accordance with fair market transaction prices and terms. This matter has been deliberated and approved by the board of directors of the company and will be submitted to the general meeting of shareholders of the company for deliberation, and the deliberation procedures comply with the provisions. All independent directors unanimously agreed on the related party transaction.
6、 Verification opinions of the recommendation institution
After verification, the sponsor believes that the above-mentioned daily related party transactions of the company in 2022 meet the needs of the company’s business development, the pricing of related party transactions is fair and reasonable, and there is no behavior damaging the interests of the company and shareholders; The above-mentioned daily related party transactions have been deliberated and approved by the board of directors and the board of supervisors of the company. The independent directors have issued their prior approval opinions and independent opinions, performed the necessary decision-making procedures, and complied with the company law, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies and other laws The requirements of laws and regulations and normative documents and the provisions of the articles of association. In conclusion, the sponsor has no objection to the company’s daily related party transactions in 2022.
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Sponsor representative:
Liuting, liqingxing
Zhongtai Securities Co.Ltd(600918) mm / DD / yyyy
