Minsheng Securities Co., Ltd
About Shareate Tools Ltd(688257)
Confirmation of related party transactions in 2021 and expected 2022
Verification opinions on daily connected transactions
Minsheng Securities Co., Ltd. (hereinafter referred to as “sponsor”) is a sponsor of Shareate Tools Ltd(688257) (hereinafter referred to as ” Shareate Tools Ltd(688257) ” or “company”) for initial public offering of shares and listing on the science and innovation board, In accordance with the measures for the administration of the registration of initial public offering of shares on the science and Innovation Board (for Trial Implementation), the measures for the administration of securities issuance and listing recommendation business, the measures for the continuous supervision of listed companies on the science and Innovation Board (for Trial Implementation), the Listing Rules of shares on the science and Innovation Board of Shanghai Stock Exchange and other relevant provisions, the Shareate Tools Ltd(688257) confirmed related party transactions in 2021 and the expected daily related party transactions in 2022 have been carefully verified. The details are as follows:
1、 Basic information of daily connected transactions
(I) review procedures for the performance of daily connected transactions
Shareate Tools Ltd(688257) the audit committee meeting of the board of directors deliberated and approved the proposal on confirming the connected transactions in 2021 and the daily connected transactions expected in 2022, and agreed to submit the proposal to the board of directors of the company for deliberation. On April 19, 2022, the company held the 9th meeting of the 4th board of directors, deliberated and approved the proposal on confirming the connected transactions in 2021 and the daily connected transactions expected in 2022, agreed to submit the proposal to the general meeting of shareholders for deliberation, and the connected directors Wu Hehong and Yuan AI have avoided voting. On April 19, 2022, the company held the fifth meeting of the Fourth Board of supervisors. The related supervisors Liu Yong, Ji Weiyuan and Shuai Baichun all avoided voting on the proposal and agreed to submit the proposal to the general meeting of shareholders for deliberation. The review procedures comply with the provisions of relevant laws and regulations. The audit committee of the board of directors of the company has issued a written audit opinion with explicit consent. The related party transactions of the company in 2021 and the daily related party transactions in 2022 are expected to meet the needs of the company’s operation and development. The related party transactions follow the principles of equality, voluntariness, equivalence and compensation. The price of related party transactions is determined according to the market price. The pricing is objective and fair, and there is no situation that damages the interests of the company and minority shareholders, It will not affect the independence of the company. Therefore, it is agreed to submit the proposal to the 9th meeting of the 4th board of directors of the company for deliberation. If any related director is involved, the related director shall withdraw from voting during the deliberation.
The independent directors of the company have expressed their prior approval opinions and independent opinions. The independent directors believe that the related party transactions of the company in 2021 and 2022 are expected to be carried out based on the market-oriented principle, and the price is fair and reasonable. There is no damage to the interests of the company and minority shareholders, which will not affect the independence of the company and is in line with the interests of the company and all shareholders. The independent directors agreed to submit the proposal on confirming the connected transactions in 2021 and the daily connected transactions expected in 2022 to the 2021 annual general meeting of shareholders of the company for deliberation.
(II) prediction and implementation of related party transactions in 2021
1. Related party transactions
Unit: 10000 yuan
Reasons for the large difference between the actual estimated amount of related transactions in 2021 and the accrued amount of related transactions in 2021
Antima (Suzhou) precision tools Co., Ltd
To affiliated companies and enterprises controlled by them 400.00 221.05
Human purchase industry
Commodity Andreou family trust 0.21 temporary matters, water expenditure
Subtotal 400.00 221.26
To related antimony MA (Suzhou) Precision Tool Co., Ltd. 200.00 203.51
Human Sales Co., Ltd. and its controlled enterprises
Subtotal of products 200.00 203.51
Andreou Family Trust 172.71 183.29
Andreou Family Trust &
Andreou superannuation 41.14 41.14
Joint venture room (JV)
Suzhou Hongrui Management Consulting Co., Ltd
department
Subtotal 426.17 436.75
Total 102617 861.52
Note: matters related to the lease of the related parties Andreou family trust, Andreou family trust & Andreou superannuation (JV):
(1) The estimated amount in 2021 is estimated in Australian dollars and converted at the end of the year according to the annual average exchange rate. The estimated amount in 2021 is $35837500 and $8537400 respectively, and the actual amount is $38032291 and $8537400 respectively.
(2) Reasons for the difference between the estimated amount and the actual amount: after the first year of the contract was completed on June 30, 2021, a supplementary agreement was signed on the contract, the rent from July 1, 2021 was increased according to the CPI of the current year, and the leased area was increased due to the needs of business development.
2. Related party guarantee
The related party Suzhou Hongrui Management Consulting Co., Ltd. provides free guarantee for the comprehensive credit and loans of the company’s banks. The total amount of guarantee at the expected time point in 2021 does not exceed 400 million yuan, the total amount of guarantee at the actual time point in 2021 does not exceed 2225654 million yuan, and the balance of guarantee at the end of the period is 2042407 million yuan.
(III) estimated amount and category of daily connected transactions in 2022
1. Daily connected transactions
Unit: 10000 yuan
This forecast of this year
Accounting for the amount from the beginning to the end of the same period
Proportion of related industries in the same category and the previous year
The estimated business of the related party of the transaction is higher than the actual business of the related party of the previous year
Category cumulative incurred amount
The (%) difference in (%) occurred
The original transaction of JINDA
Frontal factor
Xiangguan antimony MA (Suzhou) essence
Lianrenmi tool shares have 400.00 75.47 82.52 221.05 68.43
Purchase limited companies and enterprises controlled by them
Subtotal 400.00 75.47 82.52 221.05 68.43
Xiangguan antimony MA (Suzhou) essence
Lianrenmi tool shares have 500.00 3.85 45.12 203.51 2.26
Sales limited companies and enterprises controlled by them
Subtotal 500.00 3.85 45.12 203.51 2.26
Andreou 202.31 28.90 49.29 183.29 29.40
Family Trust
Andreou
Rental family trust&
Association Andreou 41.14 5.88 10.17 41.14 6.60
Fang Fang Superannuation
House (JV)
Suzhou Hongrui management 324.08 46.30 81.02 212.32 34.06
Consulting Co., Ltd
Subtotal 567.53 81.08 140.48 436.75 70.06
Total 146753 268.12 861.31
Note: (1) the amount of related party transactions involved in leasing related parties andreoufamilytrust, andreoufamilytrust & andreousuperannuation (JV) houses is estimated in Australian dollars and converted at the annual average exchange rate of 2021. The estimated amount in 2022 is $41979843 and $8537400 respectively.
(2) In 2022, the rental cost of the house leased by the company to Suzhou Hongrui Management Consulting Co., Ltd. increased. On the one hand, the rental area of the plant was increased due to the expansion of the production line of the cermet business. On the other hand, the rental unit price was increased according to the surrounding rental market price through negotiation between the two parties.
2. Related party guarantee
The related party Suzhou Hongrui Management Consulting Co., Ltd. agrees to provide free guarantee for the comprehensive credit and loan guarantee of the company’s Bank, with a guarantee limit of 250 million yuan (the guarantee balance at any time point shall not exceed 250 million yuan). The guarantee amount from the beginning of this year to the highest time point on the disclosure date was 2042407 million yuan, and the guarantee balance on the disclosure date was 981239 million yuan.
2、 Basic information and relationship of related parties
Explain the situation of each connected person involved in daily connected transactions, including but not limited to: (I) basic information of connected persons
1. Antima (Suzhou) precision tools Co., Ltd
Enterprise name: antima (Suzhou) precision tools Co., Ltd
Legal representative: Ling Bing
The registered capital is 17.7 million yuan
Date of establishment: October 15, 2007
Unified social credit code 91320594667649625x
Registered address: No. 136, egghouse Road, Weitang Town, Xiangcheng District, Suzhou
The processing, production, sales and business scope of precision CNC tools, high hardness milling cutters, high hardness drill bits and reamers are import and export business, and provide relevant technical consultation and after-sales service. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
2. Suzhou Hongrui Management Consulting Co., Ltd
Company name: Suzhou Hongrui Management Consulting Co., Ltd
Legal representative: Wu Hehong
The registered capital is 3.5 million yuan
Date of establishment: August 16, 2004
Unified social credit code 9132059476514417xy
Registered address: No. 6, Weixi Road, Suzhou Industrial Park
Business scope: enterprise management consulting services, self owned house leasing services. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
3、Andreou Family Trust
Enterprise name Andreou family trust
residence
