China Industrial Securities Co.Ltd(601377) about
Verification opinions on daily connected transactions in 2022
China Industrial Securities Co.Ltd(601377) (hereinafter referred to as ” China Industrial Securities Co.Ltd(601377) “) as the sponsor of Beingmate Co.Ltd(002570) (hereinafter referred to as ” Beingmate Co.Ltd(002570) ” or “the company”) non-public offering of shares, according to the stock listing rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of listed companies of Shenzhen stock exchange and the administrative measures for the recommendation business of securities issuance and listing According to the requirements of the guidelines for the recommendation of listed companies of Shenzhen Stock Exchange and other relevant regulations, the daily related party transactions of Beingmate Co.Ltd(002570) in 2022 are carefully verified. The specific verification opinions are as follows:
1、 Basic information of daily connected transactions
(I) overview of daily related party transactions
According to the Listing Rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange, the articles of association and other relevant provisions, Beingmate Co.Ltd(002570) held the 13th meeting of the eighth board of directors, deliberated and adopted the proposal on the expected daily connected transactions in 2022. Based on the needs of daily production and operation, The company and its subsidiaries are expected to have daily related party transactions with related parties in 2022, with an amount of no more than RMB 414.7 million. The transactions involve purchasing products, providing leases, receiving labor services, providing donations, etc.
Related directors Xie Hong and Zhang Zhoufeng avoided voting.
The expected matters of daily related party transactions in 2022 shall be submitted to the first extraordinary general meeting of the company in 2022 for deliberation, and the related shareholders shall avoid voting.
(II) estimated category and amount of daily related party transactions
Unit: 10000 yuan (RMB: excluding tax)
The pricing of related party transactions in related party transactions was originally estimated to be related to the content of related parties of easy category from January to December 2021 (Unaudited)
The agreement price of baby and child products from the affiliated Hangzhou binmeite Industrial Co., Ltd. is 22000.00 1962.37
Agreement price of raw materials purchased by Beingmate Co.Ltd(002570) Group Co., Ltd. 19000.00 8125.34
Subtotal 41000.00 10087.71
The market price is provided to 14.38 people in the reference city of 20.00 for house leasing of affiliated Beingmate Co.Ltd(002570) Group Co., Ltd
Subtotal of lease 20.00 14.38
The warehouse service of Hangzhou binmeite Industrial Co., Ltd. was accepted, and the market price was raised by 60.85 people at 130.00
For the concession of labor Beingmate Co.Ltd(002570) Group Co., Ltd., refer to the market price of 80.00 16.35 (market price)
Subtotal 210.00 77.20
Provide the market price to 40.00 2.55 people in the reference city of the franchise of affiliated Beingmate Co.Ltd(002570) Group Co., Ltd
Labor services
Subtotal (services) 40.00 2.55
Provide the market price to 200.00 109.14 people in the infant and child food reference city of xiehong public welfare foundation of Zhejiang Province
Subtotal of donation 200.00 109.14
Total 41470.00 10290.98
(III) actual occurrence of daily related party transactions in the previous year
Unit: (RMB: excluding tax) 10000 yuan
Actual from January to December
Related party transactions actual amount of related party transactions between January and December 2021 actual category related party capacity amount estimated amount accounting for similar business amount and estimated amount (Unaudited) Difference in proportion and amount (%)
Hangzhou binmeite Industrial Co., Ltd. baby products 1962.37 3500.00 1.75 – 1537.63
Ningbo mom purchase network technology has Merrill Lynch 103.20 200.00 0.09 – 96.80 to related person Co., Ltd
Purchased product Beingmate Co.Ltd(002570) Group Co., Ltd. raw materials 8125.34 22500.00 7.27 – 14374.66
Darnum Park Pty Ltd base powder 11386.96 15000.00 10.18 -3613.04
Subtotal 21577.87 41200.00 19.29 – 19622.13
Purchase of Internet technology baby food 126.15 500.00 0.07 – 373.85 sales Products Co., Ltd. from Ningbo mother
Subtotal 126.15 500.00 0.07 -373.85
House leasing from related party Beingmate Co.Ltd(002570) Group Co., Ltd. 14.38 50.00 0.82 -35.62
Provision of lease subtotal 14.38 50.00 0.82 -35.62
Accept the order service of online technology purchased by Ningbo mother 531.19 1080.00 2.34 -548.81
Limited company labor services provided by (service) Hangzhou binmeite Industrial Co., Ltd
Warehousing service of the company 60.85 0.27 60.85
Beingmate Co.Ltd(002570) cultivation expenses of Group Co., Ltd. 94.34 100.00 0.42 -5.66
Beingmate Co.Ltd(002570) Group Co., Ltd. concession 16.35 20.00 0.07 -3.65
Subtotal 702.72 1200.00 3.10 – 497.28
Subtotal of labor provided to related party Beingmate Co.Ltd(002570) Group Co., Ltd. for concession use 2.55 3.00 0.34 -0.45
Business (service) 2.55 3.00 0.34 -0.45
To the related person Zhejiang xiehong public welfare foundation baby food 109.14 – 69.81 109.14
Subtotal of donations 109.14 – 69.81 109.14
Total 22532.81 42953.00 – 20420.19
It is estimated that the transaction amount with Hangzhou binmeite Industrial Co., Ltd. will be 220 million yuan in 2022, a significant increase compared with 2021. The main reasons are as follows:
(1) Diapers and milk powder users have a high degree of adhesion. They are just needed products for babies, with high customer acceptance, which is conducive to promoting the sales of milk powder.
Diapers of own brand Beingmate Co.Ltd(002570) and Beingmate brand are easier to be recognized and accepted by Beingmate Co.Ltd(002570) milk powder customers.
(2) Diapers use the Japanese Ruiguang production line, with good product quality and Kitty’s IP authorization. The products have high appearance value and are deeply loved by young mothers.
(3) In addition to diaper products, Hangzhou binmeite Industrial Co., Ltd. also has the development ability of mother and baby products such as wet wipes, cotton soft towels, water cups and milk bottles. It can customize relevant products of Beingmate Co.Ltd(002570) and Beingmate brands, and has high-quality production and supply chain resources; In addition, it has signed a strategic cooperation agreement with sanliou, which can expand the use of multi character IP image authorization such as Kitty in the category development of supplies, which is more conducive to the promotion and penetration of Beingmate Co.Ltd(002570) brand, Associated with Hangzhou binmeite Industrial Co., Ltd., it can also better meet the diversified needs of milk powder consumers for gifts and milk powder cooperation
