Haitong Securities Company Limited(600837)
About Iray Technology Company Limited(688301)
Verification opinions on daily connected transactions in 2022
Haitong Securities Company Limited(600837) (hereinafter referred to as " Haitong Securities Company Limited(600837) " or "sponsor") is a continuous supervision sponsor for the initial public offering and listing of Iray Technology Company Limited(688301) (hereinafter referred to as " Iray Technology Company Limited(688301) " or "company"), In accordance with the measures for the administration of securities issuance and listing recommendation business, the rules for the listing of shares on the science and Innovation Board of Shanghai Stock Exchange, the measures for the continuous supervision of listed companies on the science and Innovation Board (for Trial Implementation) and other relevant provisions, the company has carefully verified the daily connected transactions expected by the company in 2022. The verification opinions are as follows:
1、 Basic information of daily connected transactions
(I) review procedures for the performance of daily connected transactions
The company held the 9th meeting of the 2nd board of directors and the 9th meeting of the 2nd board of supervisors on January 13, 2022, deliberated and adopted the proposal on daily connected transactions expected in 2022. The connected directors and connected supervisors avoided voting, and the non connected directors and non connected supervisors attending the meeting voted unanimously.
The independent directors of the company have expressed their prior approval opinions on the proposal and expressed their independent opinions with explicit consent at the board of directors. They believe that the company expects that the daily connected transactions in 2022 will meet the development needs of the company's business, the transaction price is fair, meet the requirements of laws, regulations and relevant systems, and will not damage the interests of the company and other non connected parties, The independent directors unanimously agreed to pass the proposal on the expected daily connected transactions in 2022 and agreed to submit the proposal to the general meeting of shareholders for deliberation.
The board of supervisors of the company believes that the daily connected transactions of the company in 2022 are expected to meet the development needs of the company's business, the transaction price is fair, comply with the provisions of laws and regulations and the requirements of relevant systems, do not harm the interests of the company and other non connected parties, and do not harm the interests of minority shareholders, We agree to pass the proposal on daily connected transactions expected in 2022.
The estimated daily related party transactions in 2022 need to be submitted to the general meeting of shareholders for deliberation.
(II) estimated amount and category of daily connected transactions
According to the needs of daily operation in 2022, the company has made reasonable estimates for various related party transactions related to daily operation, as follows:
Unit: 10000 yuan
The reason for the large difference between the estimated amount of related party transactions in 2021 and the actual amount of related party transactions in the same business in the same industry (%) and the amount of related party transactions in the previous year (%)
Shenzhen Faye
Sen technology has 7100.00 9.60 5387.86 7.28 business demand growth Co., Ltd
To related person Beijing Weimai
Sales of products and medical equipment 130.00 0.18 116.81 0.16 not applicable
Commodity Co., Ltd
Beijing nano
Weijing technology 600.00 0.81 note - business demand growth Co., Ltd
Accept Association
Zhang Hua 45.00 0.47 38.34 0.40 provided by the owner is not applicable
labour services
Total 7875.00/5543.01 //
Note: Beijing nano Weijing Technology Co., Ltd. became a related party of the company in October 2021. From January to September 2021, the actual amount was 1314800 yuan, and from October to December 2021, the actual amount was 194300 yuan. The above data is the price excluding tax and has not been audited; The calculation base of the proportion in similar businesses is the amount of similar businesses audited in 2020.
(III) prediction and implementation of previous daily related party transactions
Unit: 10000 yuan
Reasons for the large difference between the estimated amount of the related party of the related transaction in the previous year and the actual amount of the category
To the related person Shenzhen fisen Technology Co., Ltd. 6700.00 5387.86 business demand change
Sales product: Beijing Weimai Medical Equipment Co., Ltd. 200.00 116.81 not applicable
Changes in business demand of products and commodities Bowei Technology (Beijing) Co., Ltd. 750.00 285.88
Accept the change of 1000.00 480.61 business demand of associated Shanghai Luoji Technology Co., Ltd
Provided by
Labor Zhang Hua 38.26 38.34 not applicable
Total 8688.26 6309.50/
Note: the actual amount of last year is the unaudited amount in 2021.
The above related party transactions meet the development needs of the company's business at that time, the price is fair, comply with the provisions of laws and regulations at that time and the company's relevant systems, are conducive to the company's production, operation and long-term development, and do not damage the interests of the company and other non related parties.
2、 Basic information and relationship of related parties
(I) basic information and relationship of related parties
1. Shenzhen feisen Technology Co., Ltd
The registered capital is 12192952 yuan
Legal representative: Liu Jinchi
Enterprise type: limited liability company
Date of establishment: May 17, 2004
Address: Zone 4, honghualing Industrial Zone, No. 1189 Liuxian Avenue, Pingshan community, Taoyuan Street, Nanshan District, Shenzhen
Floor 3, building B, minlida industrial building
The general business items are: medical device related information consultation (excluding talent intermediary services and other restrictions)
Manufacturing project); Technical development, sales and after-sales door-to-door service of computer software, hardware and electronic products; China trade; Investment in industry (specific projects will be reported separately); Operating import and export business (above)
Projects prohibited by laws, administrative regulations and decisions of the State Council are excluded, and restricted projects must be approved
Business scope only)., The licensed business items are: Class II, class III 6870 software and class II 6855 software
Department equipment and instruments, class II 6840 clinical test and analysis instruments, class II and class III 6830 medical X
X-ray equipment, class II and III 6828 medical magnetic resonance equipment, class II and III 6823 medical ultrasound equipment
Acoustic instruments and related equipment, class II 6822 medical optical instruments, instruments and endoscopic equipment, class II
6821 operation of medical electronic instruments and equipment; Production of class II and class III 6830 medical X-ray equipment, class II 6831 medical X-ray auxiliary equipment and components, and class III 6870 software.
Shenzhen fisen Health Management Co., Ltd., Suzhou chenzhide investment partnership (limited partnership), main shareholder Sequoia Tongxian investment management partnership (limited partnership) in Ningbo Meishan free trade port area, Hangzhou Dinghui NEW
Trend equity investment partnership (limited partnership), etc
The affiliated company is an enterprise controlled by Yang Weizhen, one of the actual controllers of the company, and Zhou Kui, a director of the company, serves as its director
trade
2. Beijing Weimai Medical Equipment Co., Ltd
Registered capital: RMB 1950.4342 million
Legal representative: Yang He
Enterprise type: limited liability company
Date of establishment: August 14, 2014
Address: Room 101, 1f, block B, No. 18, South Xihuan Road, Beijing Economic and Technological Development Zone, Beijing
Production of class II and class III medical devices (the specific business items shall be subject to the approval of the Environmental Protection Bureau); Wholesale medical business scope: equipment, commission agency; Technology development, technical consultation, technology transfer, technical services, technical training (not for national enrollment) and technology testing; Technology import and export, agency import and export, goods import and export; Equipment maintenance, installation and leasing.
Beijing Fenghui Derui technology partnership (limited partnership), sunshine healthcare Fund II (LBC's main shareholder), aut - xxiihk Holdings Limited, Cao Hongguang, Huagai Xincheng medical health investment Chengdu partnership (limited partnership), etc
Cao Hongguang, one of the actual controllers of affiliated companies, holds 8.03% of the shares and serves as a director
3. Beijing nano Weijing Technology Co., Ltd
The registered capital is 25392636 yuan
Legal representative: Li Yunxiang
Enterprise type: limited liability company
Date of establishment: March 6, 2014
Address: 1-06, 1f, building 1, yard 68, Beiqing Road, Haidian District, Beijing
Business scope: technology development, technology transfer, technical consultation and technical services; Technology import and export, goods import and export, agency import and export; Sales of mechanical equipment, electronic products, medical devices category I.
Beijing Junlian Yikang equity investment partnership (limited partnership), Beijing Neptune investment management partnership (limited partnership), Zhuhai Xia'an equity investment partnership (limited partnership), Beijing Huiyuan Dingzhi investment management partnership (limited partnership), Tianjin Huiyuan Tongchuang technology partnership (limited partnership), etc
An enterprise in which Cao Hongguang, one of the actual controllers of the affiliated company, serves as its director
4. Zhang Hua
Gender female
Nationality China
Major in financial management and foreign accounting; From 2013 to 2017, he served as deputy general manager of Suzhou eastshow International Trade Co., Ltd. and ES globalco of Korea, Executive director of Ltd / es cosmotic, responsible for supply chain construction, management and market development; From April 2017 to April 2020, served as the assistant to the general manager of yisixiu beauty technology (Suzhou) Co., Ltd., responsible for business operation and management in China; From April 2020, he served as the deputy general manager of Yirui image technology (Taicang) Co., Ltd., responsible for human resources management and public relations management.
The spouse of Feng Hua, chairman of the board of supervisors of affiliated companies, serves as the deputy general manager of the company's subsidiaries
(II) performance capability analysis
The above related parties exist and operate normally according to law and have good performance ability. The company has signed or 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 of daily related party transactions
(I) main contents of related party transactions
The daily related party transactions between the company and related parties in 2022 are mainly to sell products to related parties and accept labor services provided by related parties. In order to meet the daily operation and production needs of the company, they are carried out in accordance with the general market operation rules and treated equally with other business enterprises. All parties comply with the principles of fairness
