Guotai Junan Securities Co.Ltd(601211)
About Loctek Ergonomic Technology Corp(300729)
Verification opinions on the prediction of daily connected transactions in 2022
Guotai Junan Securities Co.Ltd(601211) (hereinafter referred to as ” Guotai Junan Securities Co.Ltd(601211) ” and “sponsor”) as a sponsor of Loctek Ergonomic Technology Corp(300729) (hereinafter referred to as ” Loctek Ergonomic Technology Corp(300729) ” or “company”) issuing shares to specific objects and convertible corporate bonds to unspecified objects, in accordance with the administrative measures for recommendation business of securities issuance and listing on the market, the Listing Rules of gem shares of Shenzhen Stock Exchange and the basic norms of enterprise internal control According to the requirements of regulations and normative documents such as the guidelines for the standardized operation of companies listed on the growth enterprise market of Shenzhen Stock Exchange, the expected events of daily related party transactions in Loctek Ergonomic Technology Corp(300729) 2022 have been carefully verified. The details are as follows: I. Basic information of daily related party transactions
(I) overview of daily connected transactions
1. On April 11, 2022, the company held the 39th meeting of the Fourth Board of directors, deliberated and approved the proposal on the prediction of the company’s daily connected transactions in 2022, and agreed that the company would have daily connected transactions with the connected natural person Ms. Jiang Yi in terms of house leasing in 2022, with a total amount of no more than 500000 yuan. 2. Related parties Mr. Xiang Lehong and Ms. Jiang Yi have avoided voting, and the independent directors of the company have expressed their prior approval opinions and independent opinions.
3. The related party transaction must be approved by the general meeting of shareholders of the company, and the related shareholders Jiang Yi, Ningbo Regent Electronics Group Co., Ltd., regent (Hong Kong) International Co., Ltd. and Ningbo Jucai Investment Co., Ltd. need to avoid voting.
(II) estimated category and amount of daily connected transactions
Related party transactions related party transactions occurred in the previous year as of the disclosure date in 2022. The estimated amount of related party transactions that are easy to price within related parties has occurred (10000 yuan) (10000 yuan)
The rental of Jiang Yi’s leased house from related parties shall be subject to the allowable house price of public 50 9.5 37.35
Total 50 9.5 37.35
(III) actual occurrence of daily connected transactions in 2021
Actual payment and actual payment
Amount of related transactions of related parties (in 10000) and disclosure date and index
Estimated fund for similar industries of easy category and easy content (10000 yuan)
Business proportion difference
The announcement on the estimated houses and houses for daily related party transactions in 2021 (Announcement No.: 2021059) of Jiangyi rental house 37.35 50 0.85% 12.65
2、 Related parties and relationships
(I) Ms. Jiang Yi
1. Basic information
Madam Jiang, China nationality, ID number is 3302051974030; Address: Zhejiang Province
Jiangdong District, Ningbo . Ms. Jiang Yi is currently the vice chairman of the company and is married to Mr. Xiang Lehong
Joint actual controller of the company.
2. Association relationship
Ms. Jiang Yi and Mr. Xiang Lehong, who acted in concert, passed through Ningbo Regent Electronics Group Co., Ltd. and Regent
(Hong Kong) International Co., Ltd., Ningbo Jucai Investment Co., Ltd. and individual direct shareholding total control company
Mr. Jiang Lehong and Mr. Xiang Lehong’s controlling shareholder are 67.54% of the actual shares of the company
The circumstances specified in article 7.2.5 of the GEM Listing Rules of the stock exchange constitute connected transactions, Jiang Yinu
Mr. Shi and Mr. Xiang Lehong need to abstain from voting.
3、 Main contents of related party transactions
Daily related party transactions mainly include the leasing of houses by the company to related parties for the use of the company’s core technical personnel and
Senior executives provide talent apartments, etc. Business transactions between the company and related parties belong to normal business
Business transactions, legal procedures and equal treatment with other business enterprises. According to the principle of objectivity, fairness and impartiality
Then, the transaction price refers to the market price of similar businesses and is determined by both parties through equal negotiation. The pricing is fair and reasonable
And settle according to the actual amount. The company will sign with related parties after obtaining the approval of the general meeting of shareholders
Written agreement of the parties.
4、 Purpose of related party transactions and its impact on Listed Companies
The daily related party transactions between the company and the above-mentioned related parties are to attract and retain excellent talents and fully mobilize the public
The enthusiasm of senior managers and core technicians of the company, and will follow the market principle of equality, mutual benefit and compensation for equal value
In principle, determining the price of related party transactions through fair and reasonable negotiation is a normal commercial transaction and does not harm the interests of the company and minority shareholders. The daily related party transactions between the company and the above-mentioned related parties account for a relatively small proportion in similar businesses, which does not constitute an impact on the independent operation of the company, and the main business of the company will not rely on related parties due to such transactions. 5、 Review opinions of the board of supervisors
After review, the board of supervisors believes that the expected events of this daily connected transaction meet the needs of the company’s normal production and operation, and the review procedures comply with relevant laws, regulations, normative documents, articles of association and other relevant provisions. There is no situation that damages the interests of the company and all shareholders and will not affect the independence of the company. The board of supervisors agreed to the expected events of the company’s daily connected transactions. 6、 Independent opinions expressed by independent directors
(I) prior approval opinions of independent directors
After review, the independent directors of the company believe that the daily related party transactions between the company and related parties belong to normal production and operation business, meet the actual needs of the company’s operation and development, the transaction matters comply with market rules, the transaction pricing is fair, and there is no damage to the rights and interests of the company and non related shareholders.
Therefore, the independent directors of the company agreed to submit the proposal on the prediction of the company’s daily connected transactions in 2022 to the board of directors for deliberation.
(II) independent opinions of independent directors
The daily related party transactions of the company and its subsidiaries in 2022 are expected to be necessary for the daily operation of the company. The company and its related parties determine the transaction price fairly, openly and reasonably in accordance with the market transaction principle, which will not have an adverse impact on the company’s financial and operating conditions, damage the interests of the company and all shareholders, especially minority shareholders, or affect the independence of the company. When the board of directors considered and voted on the above matters, the related directors avoided voting, and the procedure was legal and compliant. The independent directors of the company agreed to submit the proposal to the general meeting of shareholders for deliberation. 7、 Verification opinions of the recommendation institution
After verification, the sponsor believes that: Loctek Ergonomic Technology Corp(300729) 2022 annual daily related party transactions are expected to meet the needs of the company’s normal operation and management. The pricing of such related party transactions follows the principle of market fairness, which does not lead to the company’s dependence on related parties, affect the independence of the company, have no adverse impact on the current and future financial status and operating results of the company, and do not damage the interests of the company and shareholders. The above estimated related party transactions have been deliberated and approved by the board of directors and the board of supervisors of the company, and the independent directors have issued their opinions approved and agreed in advance. This matter needs to be deliberated and approved by the general meeting of shareholders. The expected events of daily connected transactions in 2022 have fulfilled the necessary decision-making procedures and meet the requirements of laws, regulations and normative documents such as the Listing Rules of gem shares of Shenzhen Stock Exchange. To sum up, the recommendation institution has no objection to the estimated events of Loctek Ergonomic Technology Corp(300729) this 2022 year’s daily related party transactions.
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(there is no text on this page, which is the seal page of Guotai Junan Securities Co.Ltd(601211) verification opinions on Loctek Ergonomic Technology Corp(300729) 2022 annual forecast of daily connected transactions)
Sponsor representative:
Zhang Zhengyu he Huan
Guotai Junan Securities Co.Ltd(601211) mm / DD / yyyy
