China Merchants Securities Co.Ltd(600999)
About Kunshan Guoli Electronic Technology Co.Ltd(688103)
Verification opinions on the prediction of daily connected transactions in 2022
China Merchants Securities Co.Ltd(600999) (hereinafter referred to as ” China Merchants Securities Co.Ltd(600999) ” and “sponsor”) as Kunshan state
Initial public offering of shares by Li Electronic Technology Co., Ltd. (hereinafter referred to as ” Kunshan Guoli Electronic Technology Co.Ltd(688103) ” and “the company”)
The recommendation institutions listed on the science and Innovation Board shall be listed in accordance with the measures for the administration of securities issuance and listing recommendation business and the Shanghai Securities Regulatory Commission
The stock exchange’s Listing Rules for shares on the science and innovation board and the measures for the continuous supervision of listed companies on the science and Innovation Board (for Trial Implementation), etc
According to relevant regulations, the estimated daily related party transactions in Kunshan Guoli Electronic Technology Co.Ltd(688103) 2022 were carefully verified, and the verification results were satisfactory
As follows:
1、 Basic information of daily connected transactions
(I) review procedures for the performance of daily connected transactions
The company held the 15th meeting of the second board of directors and the 9th meeting of the second board of supervisors on April 18, 2022
At the meeting, the proposal on the prediction of the company’s daily connected transactions in 2022 was considered and unanimously adopted
The proposal does not involve the withdrawal of related directors from voting. The above related party transactions need not be approved by the general meeting of shareholders of the company. The independent directors of the company gave their prior consent to the matters about the company’s related party transactions in 2022
Recognition and independent opinion. For details, please refer to the statement of independent directors on the website of Shanghai Stock Exchange on the same day
Prior approval opinions on relevant matters at the 15th meeting of the second board of directors, opinions of independent directors on the second board of directors
Independent opinions on relevant matters of the 15th meeting of the board of directors.
The eighth meeting of the second audit committee of the company deliberated and unanimously adopted the
Proposal on the prediction of related party transactions.
(II) prediction and implementation of the previous daily connected transactions
Unit: Yuan
Related party transaction category: the reason for the large difference between the actual estimated amount of the previous year (the previous time) and the actual accrued amount of the related party in the previous year (the previous time)
Kunshan Yiyuan medical technology 100 China Baoan Group Co.Ltd(000009) 585902-
Commodity purchasing Co., Ltd. from related parties
GL Leading – 470715.36 –
Technologies,Inc.
Kunshan Yiyuan medical technology 1290 Ping An Bank Co.Ltd(000001) 13035890-
Goods and services Co., Ltd
Total – 1390 Ping An Bank Co.Ltd(000001) 69693328-
(III) estimated amount and category of daily connected transactions
Unit: Yuan
The reason for the large difference between the actual estimated amount of this year from the beginning of this year to the disclosure date and the actual amount of this year between the estimated amount of the related party of the previous related party transaction category and the accumulated issued amount of the related party
Purchase goods from related parties Kunshan Yiyuan 140 China Vanke Co.Ltd(000002) 0284899585902-
Selling medical technology to related parties 1400 China Vanke Co.Ltd(000002) 455 Dazhong Transportation (Group) Co.Ltd(600611) 3035890-
Goods and services Co., Ltd
Total – 1540 China Vanke Co.Ltd(000002) 6584495122621792-
Note: in the above table, “the accumulated transaction amount with related parties from the beginning of this year to the disclosure date” is 2022
Accumulated transaction amount from January to March 2022.
2、 Introduction and relationship of related parties
(I) basic information of related parties
1. Kunshan Yiyuan Medical Technology Co., Ltd
Enterprise name: Kunshan Yiyuan Medical Technology Co., Ltd
Enterprise type: limited liability company
Legal representative: Zhang lanyong
Registered capital: 304million yuan
All shareholders: Wang Wenying, Chen Linlin, Ren Guochuan, Zhang Ding, Zhang lanyong, Shanghai LANNUO Biotechnology Co., Ltd
Limited company, Xiamen Ronghui Hongshang equity investment partnership (limited partnership), Shaoxing Haibang talent venture capital
Partnership (limited partnership), Mingfeng Medical System Co., Ltd., Shanghai Liyue venture capital partnership
Industry (limited partnership), Kunshan Guoli Electronic Technology Co.Ltd(688103) , Hangzhou Haibang juqing venture capital partnership
Enterprise (limited partnership), Kunshan Yiyuan venture capital management partnership (limited partnership), Shanghai tengdu new technology development
Exhibition Center (limited partnership)
Address: No. 839, Qiantangjiang Road, Kunshan Development Zone
Business scope: R & D, production and sales of ball tubes for medical imaging equipment and their application products, and provision of medical services
Technical development, technical service and technical consultation in the field of medical technology; Engaged in the import and export of goods and technology
(for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments) general projects: Special
Equipment repair (except for the items that must be approved according to law, carry out business activities independently according to law with the business license)
Main financial data of the latest fiscal year (Unaudited):
Unit: 10000 yuan
Main financial data December 31, 2021 / year 2021
Total assets 2216442
Net assets 2150841
Operating income 131120
Net profit -675380
2、GL Leading Technologies,Inc.
GL leading technologies, Inc. (hereinafter referred to as “GL leading”) was incorporated in Illinois on December 11, 2017.
The shareholder of GL leading is Botong Int’l Trade Development Co., limited, and the director and president are Chen Dong.
(II) relationship with listed companies
Kunshan Yiyuan Medical Technology Co., Ltd. (hereinafter referred to as “Yiyuan medical”) was a holding subsidiary of the company. The company has transferred its controlling stake in August 2020. At present, the company holds 157824% of its equity.
GL leading provides exclusive services for Yiyuan medical, the holding subsidiary of the original company, which is disclosed by comparing with related parties according to substance over form. In August 2020, after the company transferred the controlling interest of Yiyuan medical, GL leading will no longer disclose it by reference to related parties.
(III) analysis on the execution and performance ability of similar related party transactions in the early stage
The above related parties exist and operate normally according to law, and have good performance ability and payment ability. The company will sign relevant contracts or agreements with relevant parties on the above transactions and implement them in strict accordance with the agreement. The performance of both parties is guaranteed by law. 3、 Main contents and pricing policies of related party transactions
The expected daily related party transactions of the company are mainly to purchase niobium tubes and other materials from related parties, sell connecting rings and other materials to related parties, and provide house leasing, processing, repair and other services. For the needs of the company’s daily business activities, all transactions will sign a written agreement with the corresponding traders, and the transaction prices will be determined by both parties through negotiation based on the market price according to the principles of fairness, openness and impartiality. 4、 Purpose of related party transactions and its impact on Listed Companies
(I) necessity of related party transactions
The above related party transactions are transactions required for the normal production and operation of the company. They are all regular related party transactions between the company and related parties. They are normal and legal economic behaviors, conducive to the normal operation of the company and in line with the interests of the company and all shareholders.
(II) fairness and rationality of related party transactions
The transaction price between the company and related parties shall be determined by both parties through negotiation based on the market price in accordance with the principles of fairness and voluntariness, which will not damage the interests of the company and minority shareholders. The above daily related party transactions will not have a significant impact on the company’s production and operation, and the transaction will not have a significant adverse impact on the independence of the company’s main business, and the company will not form a significant dependence on related parties.
(III) continuity of related party transactions
The company will maintain a relatively stable cooperative relationship with related parties. Under the condition of stable development of the company’s business, the company will maintain continuous related party transactions with related parties for a certain period of time. 5、 Verification opinions of the recommendation institution
After verification, the sponsor believes that the above-mentioned daily related party transactions of the company in 2022 have been deliberated and approved at the 15th meeting of the second board of directors and the 9th meeting of the second board of supervisors, and the independent directors have expressed their prior approval opinions and agreed independent opinions on the proposal. This matter does not need to be submitted to the general meeting of shareholders for deliberation, and the decision-making procedures performed by the company comply with the provisions of relevant laws, regulations and the articles of association. The daily related party transactions of the company in 2022 are expected to be necessary for the normal operation of the company. There is no damage to the interests of the company and shareholders, especially small and medium-sized shareholders, which will not affect the independence of the company, and the main business of the company will not form a significant dependence on related parties. In conclusion, the recommendation institution has no objection to the company’s prediction of daily connected transactions in 2022. (no text below)
(there is no text on this page, which is the signature and seal page of China Merchants Securities Co.Ltd(600999) verification opinions on Kunshan Guoli Electronic Technology Co.Ltd(688103) 2022 annual forecast of daily connected transactions)
Sponsor representative (signature):
Huang Wenwen, Xu Lu
China Merchants Securities Co.Ltd(600999) 2022
