Everbright Securities Company Limited(601788)
Verification opinions on Nanya New Material Technology Co.Ltd(688519) expected daily connected transactions in 2022
Everbright Securities Company Limited(601788) (hereinafter referred to as ” Everbright Securities Company Limited(601788) ” or “sponsor”) as the sponsor of Nanya New Material Technology Co.Ltd(688519) (hereinafter referred to as ” Nanya New Material Technology Co.Ltd(688519) ” and “company”) initial public offering of shares and listing on the science and innovation board, performs continuous supervision duties in accordance with the administrative measures for securities issuance and listing sponsor business and the rules for listing of shares on the science and Innovation Board of Shanghai Stock Exchange (revised in April 2019), Prudently checked the daily related party transactions of Nanya New Material Technology Co.Ltd(688519) this year in 2022. The details are as follows:
1、 Overview of related party transactions
On April 14, 2022, Nanya New Material Technology Co.Ltd(688519) held the 13th meeting of the second board of directors and the 13th meeting of the second board of supervisors, deliberated and adopted the proposal on the daily connected transactions between the company and its subordinate enterprises and related parties in 2022.
It is estimated that the total amount of daily related party transactions (excluding tax) between the company and its subsidiaries and related parties such as Shanghai South Asia Technology Group Co., Ltd., Jiangsu Mingfeng Electronic Material Technology Co., Ltd. and Zhejiang Yinying switchgear will not exceed 56.7 million yuan in 2022.
2、 Category and amount of daily related party transactions expected in 2022
The categories and amounts of the company’s estimated daily related party transactions in 2022 are as follows:
Unit: 10000 yuan
Related party transactions related party transactions related party transactions 2022 estimated 2021 category pricing principle amount
Zhejiang Yinying switch processing business agreement price 50.00 0.00 factory
Jiangsu Mingfeng electronic reference market
/Service Materials Technology Co., Ltd. purchase price of materials 4 China Vanke Co.Ltd(000002) 23219 company
Shanghai Baolin electric equipment procurement reference market 800.00 0.00 Group Co., Ltd
Related party transactions related party transactions related party transactions 2022 expected 2021 category pricing principle amount
Subtotal 4850 Qiming Information Technology Co.Ltd(002232) 19
Zhejiang Yinying switch sales Scrap reference market 400.00 251.22 sales commodity factory price
Subtotal 400.00 251.22
Shanghai Nanya technology house leasing agreement price 420.00 363.95 House Leasing Group Co., Ltd
Expenditure Geng Hongbin house lease agreement price 00.00 20.00
Subtotal 420.00 383.95
Total 5670 Chow Tai Seng Jewellery Company Limited(002867) 36
3、 Actual occurrence of daily related party transactions in 2021
The actual occurrence of the company’s daily related party transactions in 2021 is as follows:
Unit: 10000 yuan
Related party transactions related party related party transactions issued in 2021 amount of pre category content generated in 2021
Purchased goods Jiangsu Mingfeng Electronic Material Technology Co., Ltd. purchased materials 223219400000
Purchase commodity processing business of Zhejiang Yinying Switchgear Factory 0.00 50.00
Purchased goods: equipment purchased by Shanghai Baolin Electric Group Co., Ltd. 0.00100000
Sales goods Zhejiang Yinying switch factory sales Waste 251.22 300.00
House leasing expenses for house leasing of Shanghai South Asia Technology Group Co., Ltd. 363.95 350.00
House rental Geng Hongbin house rental 20.00 40.00 expenditure
Total 286736574000
Note: description of the large difference between the actual situation and the forecast: the actual situation of the company’s daily related party transactions is quite different from the forecast, mainly because the company fully considered the possibility of various related party transactions of related parties when predicting the related party transactions at the beginning of the year, but some expected transactions did not occur due to changes in market conditions.
4、 Main related parties and related relationships
(I) Jiangsu Mingfeng Electronic Material Technology Co., Ltd
Company name: Jiangsu Mingfeng Electronic Material Technology Co., Ltd
Nature: limited liability company (invested or controlled by natural person)
Legal representative: Ming Xiaoqiang
Registered capital: 37393125 million yuan
Date of establishment: June 28, 2013
Major shareholder or actual controller: Ming Xiaoqiang
Business scope: research, production and sales of electronic copper foil and FR4 copper clad laminate, acquisition of waste copper wire, self-supporting and agency of import and export business of various commodities and technologies. (for projects approved according to law, business activities can be carried out only with the approval of relevant departments)
As of December 31, 2021, Jiangsu Mingfeng has total assets of 7877742 million yuan and net assets of 4032822 million yuan; Operating income in 2021: 1189397600 yuan; The net profit was 1895822 million yuan (the above financial data were not audited).
Related relationship: it is a company in which the actual controllers of the Company Bao Xiuyin and Qian, a cousin of Bao Xiuchun, serve as the sales director. Based on the principle of prudence, the company recognizes Jiangsu Mingfeng as the related party of the company, and the transactions between it and the company constitute related transactions.
Analysis of performance capability: Jiangsu Mingfeng continues to operate in accordance with the law, specializes in the R & D and production of electronic copper foil products, has good operation capability, and has the ability to sell and deliver the raw material copper foil required for the company’s production to the company. The company will sign relevant contracts or orders with related party transactions and implement them in strict accordance with the agreement. The performance of both parties is guaranteed by law.
(II) Shanghai Nanya Technology Group Co., Ltd
Company name: Shanghai South Asia Technology Group Co., Ltd
Nature: limited liability company (invested or controlled by natural person)
Legal representative: Bao Xiuyin
Registered capital: 100 million yuan
Date of establishment: March 29, 2000
Domicile / main office location: Room 301, building 1, No. 699, Chenxiang highway, Jiading District, Shanghai
Major shareholder or actual controller: Bao Xiuyin
Business scope: processing, manufacturing and wholesale sale of high and low voltage electrical switches, mutual inductors and insulating materials, China Trade (except special approval), consulting services, marketing planning and rental of self owned houses. (for projects approved according to law, business activities can be carried out only with the approval of relevant departments)
As of December 31, 2021, the total assets of South Asia Group: 241796500 yuan; Net assets: 166297900 yuan; Operating income in 2021: 5.4423 million yuan; The net profit is 271293 million yuan (the above financial data have not been audited).
Affiliated relationship: it is the controlling shareholder of the company and holds 53.78% of the equity of the issuer,
Performance capability analysis: the related party, South Asia Group, is legally existing and operating normally, and has good performance capability. The company will sign relevant contracts or agreements with the above expected transactions and implement them in strict accordance with the agreement. The performance of both parties has legal guarantee.
(III) Zhejiang Yinying Switchgear Factory
Company name: Zhejiang Yinying Switchgear Factory
Nature: joint stock cooperative system
Legal representative: Bao Xiuchun
Registered capital: 10.18 million yuan
Date of establishment: May 23, 1992
Address / main office location: Fenjin Road, Dongfeng Industrial Zone, Liushi Town, Yueqing City, Wenzhou City, Zhejiang Province
Major shareholder or actual controller: Bao Xiuyin
Business scope: manufacturing of distribution switch control equipment; Distribution switch control equipment sales; Manufacturing of mechanical and electrical equipment; Sales of mechanical and electrical equipment; Manufacturing of glass fiber reinforced plastic products; Sales of glass fiber reinforced plastic products; Manufacturing of engineering plastics and synthetic resin; Sales of engineering plastics and synthetic resin; Manufacturing of electronic components; Wholesale of electronic components; Manufacturing of power electronic components; Sales of power electronic components; Manufacturing of special electronic materials; Sales of electronic special materials; Manufacturing of synthetic materials (excluding hazardous chemicals); Sales of synthetic materials (excluding hazardous chemicals); Sales of synthetic materials (except for projects that need to be approved according to law, independent business activities shall be carried out according to law with business license).
As of December 31, 2021, total assets of Zhejiang Yinying: 19.077 million yuan, net assets:
151281 million yuan; Operating income in 2021: 8.8468 million yuan; The net profit is 305900 yuan (the above financial data have not been audited).
Affiliated relationship: the company controlled by the actual controller of the company.
Performance capability analysis: the related party Zhejiang Yinying is legally existing and operating normally, and has good performance capability. The company will sign relevant contracts or agreements with the above expected transactions and implement them in strict accordance with the agreement. The performance of both parties has legal guarantee.
(IV) Shanghai Baolin Electric Group Co., Ltd
Company name: Shanghai Baolin Electric Group Co., Ltd
Nature: limited liability company (invested or controlled by natural person)
Legal representative: Zheng Xiaoyuan
Registered capital: 300 million yuan
Date of establishment: March 25, 1993
Domicile / main office location: No. 1016, Youyi Road, Shanghai
Major shareholder or actual controller: Zheng Xiaoyuan
Business scope: licensed business items: various engineering construction activities; Import and export of goods. (for projects that must be approved according to law, business activities can be carried out only with the approval of relevant departments. The specific business projects shall be subject to the approval documents or licenses of relevant departments). General items: production of electrical switchgear; Complete sets of transmission, distribution and control equipment, wires and cables, metal materials, electronic and electrical components, pumps, valves, air compressors, hardware, steel, building materials, explosion-proof power distribution devices, explosion-proof lamps, lighting lamps, intelligent lighting equipment, automobile charging piles, communication terminal equipment, rail transit equipment, computer network equipment, automatic control equipment, computer software, computer equipment, computer system integration Sales of communication equipment; Contract energy management; Installation of electrical equipment; Engage in technology development, technology transfer, technical consultation and technical services in the professional fields of electronics and electricity; Industrial investment; Real estate development; Non residential real estate leasing; Housing lease operation; China trade agency; estate management; Parking service. (in addition to the items that need to be approved according to law, carry out business activities independently according to law with the business license)
As of December 31, 2021, total assets of Baolin group: 7296595 million yuan, net assets: 536444 million yuan; Operating income in 2021: 442107900 yuan; The net profit is 334749 million yuan.
Affiliated relationship: a company controlled by the company’s directors.
Analysis of performance capability: the related party Baolin group exists and operates normally according to law, specializing in the production of electrical switchgear, complete sets of power transmission and distribution and control equipment. It has good operation capability and has the ability to sell and deliver relevant equipment to the company. The company will sign relevant contracts with related party transactions and implement them in strict accordance with the agreement. The performance of both parties is guaranteed by law.
(V) Geng Hongbin
Born in September 1971, Chinese nationality, without permanent residency abroad, with high school education. From February 1989 to December 1992, he served as a salesman of Shanghai Wusong electrical equipment factory; 1993
