Orient Securities Company Limited(600958) underwriting sponsor Co., Ltd
About Shanghai Hi-Road Food Technology Co.Ltd(300915)
Confirmation of daily related party transactions in 2021 and verification opinions on the prediction of daily related party transactions in 2022
Orient Securities Company Limited(600958) underwriting and recommendation Co., Ltd. (hereinafter referred to as “Oriental Investment Bank” or “recommendation institution”) as a recommendation institution of Shanghai Hi-Road Food Technology Co.Ltd(300915) (hereinafter referred to as ” Shanghai Hi-Road Food Technology Co.Ltd(300915) ” or “company”) for initial public offering of shares and listing on GEM, in accordance with the measures for the administration of securities issuance and listing recommendation business and the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 13 – recommendation business According to the requirements of relevant laws and regulations such as the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, the confirmation of daily connected transactions in Shanghai Hi-Road Food Technology Co.Ltd(300915) 2021 and the expected events of daily connected transactions in 2022 have been carefully verified. The specific verification opinions are as follows:
1、 Basic information of daily connected transactions
(I) overview of daily connected transactions
1. Shanghai Hi-Road Food Technology Co.Ltd(300915) (hereinafter referred to as “the company”) plans to cooperate with related parties Shanghai Xinrong food raw materials Co., Ltd. and its subsidiaries Beijing shenxinrong food ingredients Co., Ltd., Guangzhou Jieyang Food Technology Co., Ltd., Zhengzhou yuexinrong Food Technology Co., Ltd., Qingdao ruixinrong Food Technology Co., Ltd., Xi’an hongxinrong Food Technology Co., Ltd., Xiamen yuxinrong Food Technology Co., Ltd. in 2022 according to the needs of production and operation The daily related party transactions of Wuhan yixinrong Food Technology Co., Ltd., Chengdu shengxinrong Food Co., Ltd. (hereinafter referred to as “Xinrong food and its subsidiaries”), Zhejiang Dingheng Biotechnology Co., Ltd. (hereinafter referred to as “Zhejiang Dingheng”) and u foods (India) private limited do not exceed 449713 million yuan (excluding tax). The total amount of daily related party transactions actually occurred by the company in 2021 is 163748 million yuan (excluding tax).
2. The company held the fourth meeting of the third board of directors on April 21, 2022, and deliberated and adopted the proposal on confirmation of daily connected transactions in 2021 and prediction of daily connected transactions in 2022. The connected directors Mr. Huang Haixiao and Mr. Huang Haihu avoided voting, and the company should participate in the voting of 4 non connected directors. The proposal was deliberated and adopted with 4 votes in favor, 0 votes against and 0 abstentions. The independent directors of the company have expressed their prior approval opinions and agreed independent opinions on the matter, and the sponsor Orient Securities Company Limited(600958) underwriting sponsor Co., Ltd. has issued
Clearly agreed verification opinions.
3. According to the Shenzhen Stock Exchange GEM Listing Rules, the articles of association and the customs
According to the management system of related party transactions and other relevant provisions, the plan of related party transactions still needs to be approved by the general meeting of shareholders
The related party who has an interest in the related party transaction will avoid voting.
4. This related party transaction does not constitute a material breach of the measures for the administration of major asset restructuring of listed companies
Large asset restructuring.
(II) actual occurrence of daily connected transactions in 2021
Unit: 10000 yuan
Difference in the proportion of the actual amount of the estimated amount of the related party in the related party transaction of the related party transaction type to the estimated amount of the similar business
Purchase Shanghai Xinrong food raw materials from related parties
Purchasing raw materials Co., Ltd. and its purchasing raw materials 140400139217 3.08% -0.84%
subsidiary
Purchase raw materials from Zhejiang Dingheng Biotechnology Co., Ltd. for 200.00 5.49 0.01% – 97.26%
Purchase of raw materials PVT. Ltd. from related parties by purchasing u foods India for entrusted processing of 80.00, 10.39, 0.02% – 87.01%
Selling Shanghai Xinrong food raw materials to related parties
Products sold, commercial materials Co., Ltd. and its subsidiaries selling commodities 345.00 212.72 0.28% – 38.34%
Selling commodities to related parties of Zhejiang Dingheng Biotechnology Co., Ltd
Selling products, consulting services provided by Commercial Technology Co., Ltd. 100.00% – 0.00% – 100.00% quality services
Related party leasing Shanghai Xinrong food original real estate leasing Co., Ltd. 20.00 16.71 100.00% – 16.45%
The actual total amount of daily related party transactions of the company in 2021 is controlled within the expected range. In fact, the board of directors of the company has a certain difference between the actual occurrence of daily related party transactions and the prediction. The reason is that there is a large difference between the annual inter day occurrence of the company and related parties and the prediction. The estimation of regular related party transactions is based on the actual demand of the company and the explained amount of possible business difference between the two parties, The actual amount is determined according to the actual contract amount signed by both parties, which has great uncertainty and is difficult to achieve accurate prediction. Therefore, the actual occurrence of the company’s daily connected transactions is different from the prediction.
The actual total amount of daily related party transactions of the company in 2021 is controlled within the expected range. The independent directors of the company have different opinions on the actual amount of daily related party transactions in 2021 from the expected amount, The main reason is that there is a large difference between the actual situation and the expectation. The estimated daily connected transaction limit of the company is calculated according to the description of the difference between its own and its subsidiaries’ business needs. The actual amount is determined according to the specific implementation progress of both parties, which is uncertain. The above difference belongs to normal business behavior, Reasonable.
The daily connected transactions of the company strictly follow the market trading principle of “openness, fairness and justice”
According to the principle of reciprocity, there is no situation that damages the interests of listed companies and shareholders, especially the interests of minority shareholders, and will not have a significant impact on the company’s financial status and operating results.
Note: the above amount is tax exclusive.
(III) category and amount of daily connected transactions in 2022
Unit: 10000 yuan
Related party transactions related party transactions related party transactions fixed estimated amount of related party transactions as of the disclosure date amount incurred in the previous year based on the principle of specific content price
Purchase raw materials from the related person caixinrong Food Holding Co., Ltd. at the market price of 305280, 114.53 and 139217
Purchase raw materials from related parties at the market price of 23.00 0.54 5.49
Purchase u foods India PVT. from related parties at the market price of 80.00 32.14 10.39 and purchase raw materials Ltd
Selling Xinrong Food Holdings Co., Ltd. to related parties
The market price of products sold by the company and its subsidiaries is 130000 60.62 212.72
Selling goods to related parties
Selling products and consulting provided by Zhejiang Dingheng. The market price is 0.33 —
Goods and services
Related party lease Xinrong food real estate lease market price 20.00 4.18 16.71
Related field land rent Zhejiang Dingheng biotechnology field lease
The market price of consulting services of leasing and consulting services Co., Ltd. is 21.00 2.83-
Affairs
Note: the above amount is tax exclusive.
2、 Related person introduction and relationship
(I) Shanghai Xinrong food raw materials Co., Ltd
1. Basic information
Legal representative: Huang Haixiao
Registered capital: 150202 million yuan
Registered address: building e, No. 688 JinDou Road, Fengxian District, Shanghai
Business scope: Wholesale and import of food additives, food and dairy products (excluding infant formula dairy products)
Export, commission agency (except auction), technical services and technical consultation in the field of food technology. (involving
Those with administrative license shall operate with license. [projects subject to approval according to law can only be approved by relevant departments
Carry out business activities]
Latest financial data: as of December 31, 2021, Shanghai Xinrong food raw materials Co., Ltd
The total assets are 390966000 yuan and the net assets are 346728700 yuan; The main business income in 2021 is
6674654 million yuan, net profit of 533588 million yuan (Unaudited).
2. Relationship with listed companies
Shanghai Xinrong food raw materials Co., Ltd. is an enterprise controlled and served as a director by Mr. Huang Haixiao, the actual controller and director of the company. According to the regulations of Shenzhen Stock Exchange gem stock listing rules, Shanghai Xinrong food raw materials Co., Ltd. is an affiliated legal person of the company.
3. Performance capability analysis
At present, Shanghai Xinrong food raw materials Co., Ltd. exists according to law, operates normally and has good performance ability.
(II) Beijing shenxinrong food ingredients Co., Ltd
1. Basic information
Legal representative: Huang Haixiao
Registered capital: 15 million yuan
Registered address: 1519, floor 15, No. 42, dongzhimenwai street, Dongcheng District, Beijing
Business scope: Sales of food additives, mechanical equipment, fresh fruits, fresh vegetables, household appliances, electronic products, hardware and electrical appliances, cultural goods, sporting goods, knitwear and textiles, clothing, shoes and hats, handicrafts, daily necessities, kitchen utensils, furniture, flowers, grass and ornamental plants, feed, building materials, metal materials, auto parts, medical devices (limited to class I), chemical products (excluding dangerous chemicals); Technology development, technology transfer, technical consultation and technical services; Economic and trade consultation; Investment management; Enterprise planning; Organize cultural and artistic exchanges; Undertake exhibitions; Conference services; Family services; Pre packaged food sales, including refrigerated and frozen food (the food circulation license is valid until May 30, 2023). (“1. Without the approval of relevant departments, it is not allowed to raise funds in public; 2. It is not allowed to carry out securities products and financial derivatives trading activities in public; 3. It is not allowed to issue loans; 4. It is not allowed to provide guarantees to other enterprises other than the invested enterprises; 5. It is not allowed to promise investors that the investment principal will not be lost or the minimum income will be promised” ； Enterprises independently choose business projects and carry out business activities according to law; Pre packaged food sales, excluding refrigerated and frozen food and items subject to approval according to law, shall carry out business activities according to the approved contents after being approved by relevant departments; It is not allowed to engage in the business activities of projects prohibited and restricted by the industrial policies of this Municipality.)
The latest financial data: as of December 31, 2021, the total assets of Beijing shenxinrong food ingredients Co., Ltd. were 719922 million yuan and the net assets were 36.952 million yuan; In 2021, the main business income was 167915500 yuan and the net profit was 168267 million yuan (Unaudited).
Beijing shenxinrong food ingredients Co., Ltd. is an enterprise controlled and served as a director by Mr. Huang Haixiao, the actual controller and director of the company. According to the provisions of the Shenzhen Stock Exchange gem stock listing rules, Shanghai
