Citic Securities Company Limited(600030)
About Hangzhou Century Co.Ltd(300078)
Verification opinions on daily connected transactions in 2022
Citic Securities Company Limited(600030) (hereinafter referred to as " Citic Securities Company Limited(600030) " and "sponsor") as a sponsor of Hangzhou Century Co.Ltd(300078) (hereinafter referred to as " Hangzhou Century Co.Ltd(300078) " and "company") issuing convertible corporate bonds to unspecified objects, in accordance with the measures for the administration of securities issuance and listing sponsor business, the Shenzhen Stock Exchange GEM Listing Rules and other relevant provisions, Prudently checked the daily connected transaction forecast of 3 Guangdong Xinhui Meida Nylon Co.Ltd(000782) 022, and issued the following verification opinions:
1、 Basic information of daily connected transactions
(I) overview of daily connected transactions
On April 26, 2022, Hangzhou Century Co.Ltd(300078) (hereinafter referred to as "the company") held the 9th meeting of the 5th board of directors, deliberated and adopted the proposal on the prediction of daily connected transactions in 2022. Based on the needs of daily production and operation, Yihui Technology Co., Ltd. (hereinafter referred to as "Yihui technology"), a wholly-owned subsidiary of the company, is expected to have daily connected transactions with affiliated legal persons Hangzhou lianfan Technology Co., Ltd. (hereinafter referred to as "lianfan technology") and Suzhou Zhikang information Technology Co., Ltd. (hereinafter referred to as "Suzhou Zhikang") with a total amount of no more than 49 million yuan in 2022, including software and hardware sales and procurement service charge. The actual amount of daily connected transactions in 2021 was 577561 million yuan.
In view of the fact that Mr. Sun Xinjun, a related director, left office after the expiration of the term of office of the Fourth Board of directors of the company on August 18, 2021, there is no need for the related director to avoid voting in the deliberation of the proposal on the prediction of daily related party transactions in 2022. The independent directors expressed their prior approval opinions and independent opinions. The above proposals are within the approval authority of the board of directors and do not need to be submitted to the general meeting of shareholders for deliberation.
(II) estimated amount and category of daily connected transactions
The company has estimated the daily related party transactions in 2022, as follows:
Unit: RMB 10000
The amount of related party transactions is expected to be paid in 2022. As of the disclosure date of the actual amount of related party transactions of the previous year, the amount has been generated
Lianfan technology nursing management, outpatient infusion of 2 Shanghai Huitong Energy Co.Ltd(600605) .13212142 liquid, mobile nursing
Collect palm hospital and unified knot from related persons
Products purchased: Suzhou Zhikang computing platform, internet medical 150045.04 849.50 hospital
Subtotal 2970 - 410092
Lianfan technology mobile nursing terminal hardware 400 6.37 49.24 selling parts and equipment to related persons
Subtotal of products sold and products sold by Suzhou Zhikang information integration platform 400 0 28.18
- 800 6.37 77.42
Total - 4900656.54304834
(III) actual occurrence of daily related party transactions in the previous year
Unit: RMB 10000
The proportion of the actual amount in the actual amount in the transaction of related party transactions to the estimated amount of the transaction capacity in the actual amount is different from that in the category of similar businesses and the estimated amount
Lianfan nursing management
Infusion in science and technology clinic 1759881800 4.85% - 2.23%
Suzhou palm hospital
Zhikang unified settlement average 849.501500 2.34% - 43.37% units
To the key Haiyun follow-up Department
Lianren technology system and patient service 949.501400 2.62% - 32.18% procurement platform
Product Shanghai electronic medical record
Zexin 2036212100 5.62% - 3.04%
Shenzhen outpatient electronic disease
Wisdom calendar and clinical assistant 21.24 30 0.06% - 29.20% help diagnosis
Subtotal 666813683018.05%-
Lianfan mobile nursing terminal
Xiangguan technology end hardware and equipment 49.24 100 0.12% - 50.76% human standby
Sales of Suzhou information integration platform 28.18 200 0.07% - 85.91% products and Zhikang platform
Commodity Jianhai information integration platform
86.05% - 200.05% Technology
The proportion of the actual amount in the actual amount in the transaction of related party transactions to the estimated amount of the transaction capacity in the actual amount is different from that in the category of similar businesses and the estimated amount
Shanghai Information Integration ping0 200 0.00% - 100.00% Zexin platform
Subtotal - 99.28 700 --
The main reason for the board of directors of the company's daily related party transactions is that the daily related party transactions between the company and related parties are based on the actual situation of the actual market and the expected demand and business development. At the same time, the company will make timely and appropriate adjustments to the explanations of large differences in transaction conditions according to the actual situation.
The independent directors of the company have made timely and appropriate adjustments to the daily connected transactions of the company according to the actual situation. The daily connected transactions that are easy to occur and expected to exist follow the principle of "fairness, impartiality and fairness". The explanatory items with large differences in transactions comply with the market principle, the decision-making procedure is legal, and the transaction pricing is fair and reasonable, There is no situation that damages the interests of the company and other shareholders, especially the interests of minority shareholders.
2、 Introduction to related persons and relationships
(I) lianfan Technology
Hangzhou lianfan Technology Co., Ltd., legal representative Xu Guoxiao, with registered capital of 6428571 million yuan, registered address: room 701-1, building 17, No. 1008, yearning street, Cangqian street, Yuhang District, Hangzhou, Zhejiang Province. Business scope: technology development, technical service, achievement transfer: computer software, hardware, system integration, network information engineering, industrial automation control system; Wholesale and retail: computer hardware and accessories, network equipment, intelligent automation equipment, electromechanical equipment, class I and class II medical devices (for projects that must be approved according to law, business activities can be carried out only with the approval of relevant departments). The unaudited main financial data of lianfan technology in 2021: the total assets are 406466 million yuan, the net assets are 138547 million yuan, the operating income in 2021 is 452938 million yuan, and the net profit is 5.0542 million yuan.
The company and its subsidiary Yihui Technology Co., Ltd. jointly hold 44.88% of the equity of lianfan Technology Co., Ltd., which is a joint-stock company of the company. Mr. Sun Xinjun, the then director of the company, also served as its director. According to article 7.2.6 of the GEM Listing Rules of Shenzhen Stock Exchange, lianfan technology is an affiliated legal person of the company.
(II) Suzhou Zhikang
Suzhou Zhikang Information Technology Co., Ltd., legal representative Zhao Xiaoming, registered capital of RMB 5606061, registered address: 11a3-a4 (11A2) in the international science and Technology Park, No. 1355, Jinjihu Avenue, Suzhou Industrial Park. Business scope: undertaking computer software development, computer network engineering and technical services; Enterprise management consulting services; R & D and sales: computer hardware and software and accessories, network equipment, intelligent terminal equipment, electronic products, electromechanical equipment, computer system integration. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments). The unaudited main financial data of Suzhou Zhikang in 2021: total assets of 230846 million yuan, net assets of 6.3292 million yuan, operating income of 208568 million yuan and net profit of 1.0393 million yuan in 2021.
Yihui technology holds 4.46% equity of Suzhou Zhikang, which is a joint-stock company of the company. Mr. Sun Xinjun, the then director of the company, served as its director. According to article 7.2.6 of the GEM Listing Rules of Shenzhen Stock Exchange, Suzhou Zhikang is an affiliated legal person of the company.
3、 Performance capability analysis
The above related parties with related party transactions with the company exist and operate in accordance with the law. The company has normal production and operation, good financial status and credit status, and has relevant payment and performance ability. The related party transactions are required for normal operation and production, and there is no risk of failure to perform normally.
4、 Main contents of related party transactions
The daily related party transactions between Yihui technology and the above related parties are mainly the procurement required for daily production and operation activities. Both parties to the transaction shall follow the principle of fairness and justice, take the market price as the pricing basis, and be determined by both parties through negotiation in accordance with the principles of voluntariness, equality and mutual benefit.
5、 Purpose of related party transactions and its impact on the company
The above related party transactions are necessary for the daily production and operation of Yihui technology, a wholly-owned subsidiary. Through related party transactions, it is conducive to give full play to the synergy of products and technologies with related parties. The related transactions follow the principles of fairness, impartiality and openness and are based on the fair market price. There is no situation that affects the independence of the company and damages the interests of shareholders of the company, especially small and medium-sized shareholders.
6、 Procedures for the performance of this matter
(I) opinions of the board of directors
After review, the board of Directors believes that the daily connected transactions expected to occur in 2022 are in line with its actual production and operation and future development needs, and do not have a significant impact on the company's financial status and operating results. The price of related party transactions is determined according to the market price. There is no situation that affects the independence of the company and damages the interests of shareholders, especially minority shareholders.
(II) independent opinions of independent directors
According to the relevant provisions of the GEM Listing Rules of Shenzhen Stock Exchange, after careful and responsible review of the company's implementation of daily related party transactions in 2021 and the detailed information expected for daily related party transactions in 2022, combined with the verification of related parties of relevant transactions, we believe that:
1. The daily related party transactions of the company in 2021 are in line with the relevant daily related party transactions plan considered and approved by the 28th meeting of the Fourth Board of directors held on April 28, 2021 and the 6th meeting of the Fifth Board of directors held on December 28, 2021, and there are no related party transactions in violation of laws and regulations. The daily connected transactions of the company in 2021 followed the principles of fair, just and open market, and the transaction pricing was in line with the market fairness, in accordance with the Listing Rules of Shenzhen Stock Exchange gem
