About Sunwoda Electronic Co.Ltd(300207)
Verification opinions on the prediction of new daily connected transactions in 2022
Dongxing Securities Corporation Limited(601198) (hereinafter referred to as ” Dongxing Securities Corporation Limited(601198) “) as a sponsor of Sunwoda Electronic Co.Ltd(300207) (hereinafter referred to as ” Sunwoda Electronic Co.Ltd(300207) ” or “company” or “issuer”) for non-public issuance of shares and public issuance of convertible corporate bonds, in accordance with the law on the administration of recommendation business for securities issuance and listing and the guidelines for self discipline supervision of listed companies No. 13 – recommendation business of Shenzhen Stock Exchange According to the requirements of relevant laws, regulations and normative documents, such as the Shenzhen Stock Exchange GEM Listing Rules (revised in 2020), Shenzhen Stock Exchange listed companies’ self-discipline supervision guidelines No. 2 – standardized operation of GEM listed companies, the company has verified the prediction of new daily connected transactions in 2022, as follows:
1、 Basic information of daily connected transactions
(I) overview of related party transactions
According to the changes of Sunwoda Electronic Co.Ltd(300207) (hereinafter referred to as ” Sunwoda Electronic Co.Ltd(300207) ” or “the company”) and the related parties of the holding subsidiary, and in combination with the needs of the company’s business development, it is estimated that the daily related party transactions between the company, the holding subsidiary and the related party Dongguan juming Electronic Technology Co., Ltd. (hereinafter referred to as “Dongguan juming”) will not exceed 9 million yuan in 2022. In 2021, the amount of related party transactions between the company and its related party Dongguan juming was 625400 yuan; From the beginning of 2022 to the disclosure date of this announcement, the amount of related party transactions between the company and its related party Dongguan juming was 728600 yuan.
On April 11, 2022, the 30th meeting of the Fifth Board of directors of the company deliberated and adopted the proposal on the prediction of new daily connected transactions in 2022. The relevant connected director, Mr. Zhang Jianjun, avoided voting, and the independent directors have approved and expressed clear consent in advance.
According to the Shenzhen Stock Exchange GEM Listing Rules (revised in 2020) (hereinafter referred to as the “Listing Rules”), the Sunwoda Electronic Co.Ltd(300207) articles of Association (hereinafter referred to as the “articles of association”), the Sunwoda Electronic Co.Ltd(300207) connected transaction management system and other relevant provisions, the company has a connected relationship with the above companies, and the transactions are connected transactions. The newly increased amount of daily connected transactions is within the authority of the board of directors and takes effect after being deliberated and approved by the board of directors. It does not need to be submitted to the general meeting of shareholders for deliberation, and does not constitute a major asset reorganization specified in the measures for the administration of major asset reorganization of listed companies.
(II) category and amount of estimated related party transactions
The daily related party transactions between the company and its holding subsidiaries and Dongguan juming in 2022 are expected to be as follows:
As of the beginning of the year, the amount of related party transactions occurred in the previous year was disclosed, and the total amount of related party transactions in related party transactions is estimated to be 2022
Daily amount incurred by related parties (unit: 10000 yuan) category price tolerance principle amount (unit: 10000 yuan)
(unit: 10000 yuan)
PCB semi-finished products
Dongguan poly
Purchase raw material PCB and PCBA semi market price 900 72.86 62.54
bright
Finished material
Note 1: Sunwoda Electronic Co.Ltd(300207) independent director Mr. Zhang Jianjun also serves as the independent director of Shenzhen Hui Chuang Da Technology Co.Ltd(300909) for the consideration of prudence, it is recognized that Shenzhen Hui Chuang Da Technology Co.Ltd(300909) is the related party of the company and Dongguan juming is the wholly-owned subsidiary of Shenzhen Hui Chuang Da Technology Co.Ltd(300909) so Dongguan juming is recognized as the related party of the company.
Note 2: the transaction amount between the company and Dongguan juming in the previous year was small and did not meet the review standard of the board of directors, so it is not necessary to perform the review and disclosure procedures. (III) actual occurrence of daily related party transactions in the previous year
Actual amount expected to be incurred in 2021
Related party transactions
Amount of related parties (unit: 10000) total amount (unit: and estimated amount disclosure date and index
Other content
(yuan) (10000 yuan) difference (%)
PCB half assembly
Purchase Dongguan jupin, PCB
62.54 n / a n / a n / A
Purchase raw materials and PCBA semi finished products
product
2、 Basic information and relationship of related parties
1. Basic information
Company name: Dongguan juming Electronic Technology Co., Ltd
Unified social credit Code: 91441900ma51g0389f
Date of establishment: March 28, 2018
Company type: limited liability company
Registered capital: 100 million yuan
Registered address: No. 13, Zhenyuan West Road, Zhenan science and Technology Industrial Park, No. 9, Zhenan West Road, Xiagang community, Chang’an Town, Dongguan
Legal representative: Li Ming
Business scope: R & D, production and sales: electronic products and accessories, electronic components, digital accessories, precision molds, plastic accessories, automation equipment, general mechanical equipment and accessories, daily masks (non-medical), labor protection articles; Import and export of goods; House leasing. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Affiliation with listed companies: Sunwoda Electronic Co.Ltd(300207) independent director Mr. Zhang Jianjun also serves as the independent director of Shenzhen Hui Chuang Da Technology Co.Ltd(300909) (hereinafter referred to as ” Shenzhen Hui Chuang Da Technology Co.Ltd(300909) “). Considering the principle of prudence, Shenzhen Hui Chuang Da Technology Co.Ltd(300909) is recognized as the company’s affiliated party and Dongguan juming is the wholly-owned subsidiary of Shenzhen Hui Chuang Da Technology Co.Ltd(300909) , so Dongguan juming is recognized as the company’s affiliated party.
Upon inquiry, China executive information disclosure network（ http://zxgk.court.gov.cn./ ）, as of the disclosure date of this announcement, Dongguan juming is not a dishonest executee.
2. Key financial data
Unit: 10000 yuan
Project September 30, 2021 / January September 2021
Total assets 14738019
Total liabilities 2405779
Net assets 12332240
Operating income 5870356
Total profit 1150252
Net profit 1037778
Note: in the above list, the financial data are unaudited.
3、 Main contents of related party transactions
(I) pricing policy and basis of transaction
The transactions between the company and its holding subsidiaries and the above-mentioned related parties are carried out in accordance with the market principles of fairness, impartiality, compensation, voluntariness and fairness. The transaction prices are fair, the transaction conditions are equal, and do not deviate from the prices of similar products of independent third parties in the market.
(II) signing of related party transaction agreement
No relevant agreement has been signed for this transaction. The related party transaction agreement shall be signed by both parties within the expected amount according to the principles of voluntariness, fairness and good faith.
4、 Purpose of related party transactions and its impact on Listed Companies
(I) necessity of related party transactions
The above connected transactions are the daily operational transactions and businesses of the company and its holding subsidiaries, and are the normal needs of the business development and production and operation of the company and its holding subsidiaries. This part of connected transactions is reasonable and necessary for the sustainable and stable operation of the company and its holding subsidiaries.
(II) the pricing of the above related party transactions is fair, following the principles of fairness, impartiality and openness, and there is no situation that damages the interests of the company and all shareholders, especially the interests of minority shareholders.
(III) the amount of the above related party transactions is less than that of the company’s transactions in the whole year, which will not lead to the company’s dependence on related parties and affect the independence of the company.
5、 Opinions of independent directors
Prior approval opinions issued by independent directors:
Before the 30th meeting of the 5th board of directors of the company, the independent directors of the company reviewed the relevant proposal materials and issued the following prior approval opinions: After reviewing the proposal on the prediction of new daily connected transactions in 2022 submitted by the company and asking the relevant personnel of the company about the connected transactions, they considered that the above connected transactions were necessary for the daily production and operation of the company, The transaction price shall be determined by both parties through negotiation according to the market price. There is no obvious unfairness and damage to the interests of the company and its shareholders. It conforms to the provisions of relevant laws and regulations and the articles of association, conforms to the interests of the company and all shareholders, and does not damage the interests of minority shareholders of the company. Therefore, it is unanimously agreed to submit this proposal to the 30th meeting of the Fifth Board of directors of the company for deliberation.
The independent directors of the company expressed independent opinions on the prediction of the company’s new daily connected transactions in 2022, and believed that:
1. The related party transactions in the proposal belong to the daily related party transactions of the company and are in line with the development and daily operation of the company; 2. The pricing of related party transactions in the proposal follows the principle of market fairness, and there is no damage to the interests of shareholders, especially minority shareholders and the company;
3. When the board of directors of the company deliberated this proposal, the related directors avoided voting, and their voting procedures complied with the provisions of relevant laws and regulations;
4. The independent directors unanimously agreed on the expected matters of new daily connected transactions in 2022.
6、 Verification opinions of the recommendation institution
After verification, the sponsor believes that: Sunwoda Electronic Co.Ltd(300207) the proposal on the prediction of new daily connected transactions in 2022 has been adopted at the 30th meeting of the Fifth Board of directors and the 30th meeting of the Fifth Board of supervisors. The independent directors approved the above-mentioned matters in advance, gave their independent opinions after careful review, fulfilled the necessary approval procedures, and met the requirements of the company law, Shenzhen Stock Exchange GEM Listing Rules (revised in 2020), Shenzhen Stock Exchange listed companies self discipline supervision guidelines No. 2 – standardized operation of GEM listed companies and other documents, as well as the provisions of the articles of association. It is not in line with the normal operation needs of the above-mentioned shareholders and other related transactions of the company.
In conclusion, the recommendation institution has no objection to the prediction of new daily connected transactions in 3 Kairuide Holding Co.Ltd(002072) 022. (signature and seal page of the verification opinions on the prediction of daily connected transactions)
Sponsor representative:
Zou Xiaoping, Yang Zhi
Dongxing Securities Corporation Limited(601198) mm / DD / yyyy
