Sinolink Securities Co.Ltd(600109)
About Shenzhen oceanwide Tonglian Precision Manufacturing Co., Ltd
Verification opinions on the prediction of daily connected transactions in 2022
Sinolink Securities Co.Ltd(600109) (hereinafter referred to as ” Sinolink Securities Co.Ltd(600109) ” or “sponsor”) is a sponsor of Shenzhen oceanwide UnionPay Precision Manufacturing Co., Ltd. (hereinafter referred to as “UnionPay precision” or “company”) for initial public offering and continuous supervision of listing projects on the science and innovation board. The continuous supervision period is from December 27, 2021 to December 31, 2024, In accordance with the provisions of relevant laws and regulations such as the measures for the administration of securities issuance and listing recommendation business and the rules for the listing of shares on the science and Technology Innovation Board of Shanghai Stock Exchange, this verification opinion is issued after the verification of the forecast of daily connected transactions of Tonglian precision in 2022. The verification is as follows: I. Basic information of daily connected transactions
(I) review procedures for the performance of daily connected transactions
On April 27, 2022, the company held the 14th meeting of the first board of directors and the 8th meeting of the first board of supervisors, deliberated and adopted the proposal on the prediction of daily connected transactions in 2022, and agreed that the total estimated amount of daily connected transactions of the company and its subsidiaries in 2022 was RMB 1200000000. The directors and supervisors present at the meeting unanimously agreed to the proposal, and the deliberation procedure was in line with the provisions of relevant laws and regulations.
The independent directors of the company expressed their independent opinions on the above proposal. The independent directors believe that the daily connected transactions expected to occur in 2022 of the company and its subsidiaries are required by the company’s business activities. The connected transactions follow the principles of openness, fairness and impartiality. The transaction price is based on the market fair price and determined by both parties through negotiation. The relevant review procedures are legal and effective, in line with the relevant provisions of the company law, the articles of association and other relevant provisions, and there is no damage to the interests of the company and shareholders.
The fifth meeting of the audit committee of the first board of directors of the company deliberated and adopted the proposal on the prediction of daily connected transactions in 2022. The audit committee of the board of Directors believes that the daily related party transactions of the company and its subsidiaries in 2022 are expected to be carried out in accordance with the principles of openness, fairness and impartiality, which are required for normal production and operation and meet the needs of the company’s daily business development. The price of related party transactions is reasonable and fair, and the procedures are in compliance, without harming the interests of the company and other shareholders, especially small and medium-sized shareholders.
According to the Listing Rules of Shanghai Stock Exchange, the articles of association and the related party transaction management
According to the relevant provisions of the management system, the proposal for daily connected transactions in 2022 does not need to be submitted to the shareholders’ meeting
Will consider.
(II) estimated amount and category of daily connected transactions in 2022
Unit: Yuan
From the beginning of this year to the beginning of this year, the estimated share of the same amount and the estimated amount of the related party handed over to the related party this time. The difference between the business ratio disclosure date and the accumulated amount of the related party’s actual business in the previous year and the actual transaction category in the previous year (%) Reasons for large difference in transaction amount (%)
Sales of Yuyu precision mould to Dongguan Dianren
Product, plastic department 400000000 1.13% 19026549201575220 0.57-
Commodity Technology Co., Ltd
department
Association to
The person who purchased Dongguan Diandian company accepted the 800000000 5.90% 133589663279597589 2.06 plan of the plastic Department of Customs tools according to the business regulations of commodities and reputation precision molds, It is expected that Lianren Technology Co., Ltd. will increase the procurement of labor department to it
Total 1200000000 – 152616212481172809 —
Note: the above amount is the amount excluding tax, and the denominator of the proportion in similar businesses is the corresponding data in 2021.
(III) prediction and implementation of previous daily connected transactions
Unit: Yuan
The reason for the large difference in the difference between the actual amount of the previous year (the previous estimated amount and the actual estimated amount, the expected amount and the related party’s last year (the previous time)) and the actual amount of the financial transaction category
To the related person Dongguan Dianyu
Sales of precision mold plastic 4000 China Vanke Co.Ltd(000002) 01575220198424780 49.61%-
Product and commodity glue Technology Co., Ltd
company
To the related person Dongguan Dianyu
The buyer’s demand for precision mold plastic downstream customers and accepted the change of Rubber Technology Co., Ltd. 6000 China Vanke Co.Ltd(000002) 79597589320402411 53.40%
Labor services provided by related parties
To related person Shenzhen Tuoye
300 China Vanke Co.Ltd(000002) 07522129247788 30.83% of the shares of smart devices purchased-
Limited company
Total 10300 Shenzhen Fountain Corporation(000005) 01925021528074979 —
Note: the above amount is tax exclusive.
2、 Basic information and relationship of related parties
(I) basic information of related parties
Company name: Dongguan Dianyu Precision Mould Plastic Technology Co., Ltd
Unified social credit code 91441900084520264d
Company type: limited liability company (sole proprietorship of natural person)
Legal representative: Hou eryong
The registered capital is 5 million yuan
Date of establishment: December 4, 2013
Address: Room 101, building 2, No. 45, qilinling Road, Tangxia Town, Dongguan City, Guangdong Province
Main office location: Room 101, building 2, No. 45, qilinling Road, Tangxia Town, Dongguan City, Guangdong Province
R & D, production and marketing: plastic products; Sales: mold, hardware products, general mechanical equipment and accessories, main business electronic products and accessories; 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)
Major shareholder / actual controller Hou eryong holds 100% shares
As of December 31, 2021, the total assets of the recent fiscal year were 1379407802 yuan, and the net assets were 833708025 yuan. The financial data (Unaudited) were yuan; In 2021, the operating income was 1782564215 yuan and the net profit was 295567737 yuan.
(II) relationship with listed companies
Hou eryong, the actual controller of Dongguan Dianyu Precision Mould Plastic Technology Co., Ltd., is the holding subsidiary of the company
The company is a minority shareholder of Shenzhen oceanwide Tonglian precision mould Co., Ltd.
(III) performance capability analysis
The above-mentioned companies exist in accordance with the law, operate normally, have good financial conditions, and have good performance ability and payment ability
Ability, and the previous similar related party transactions were well executed. The company and its subsidiaries will cooperate with related parties on the above transactions
Sign relevant contracts or orders and implement them in strict accordance with the agreement. The performance of the contract is guaranteed by law.
3、 Main contents of daily related party transactions
(I) main contents of related party transactions
The expected daily related party transactions mainly include selling products and commodities to related parties and purchasing from related parties
Buy goods and accept labor services provided by related parties. Relevant transactions shall be conducted in accordance with the principles of voluntariness, equality and mutual benefit. The price of related party transactions with the above-mentioned related parties shall be determined through consultation with reference to the market price in accordance with the principle of fairness and reasonableness. The pricing of related party transactions shall follow the principles of fairness, fairness, equivalence and compensation, and shall not damage the interests of the company and other shareholders.
(II) signing of related party transaction agreement
For the above daily related party transactions, the company will sign specific transaction agreements with related parties or conduct relevant transactions in the form of orders according to the actual needs within the above expected scope. 4、 Purpose of daily connected transactions and its impact on Listed Companies
(I) necessity of related party transactions
The above daily related party transactions are carried out by the company and its subsidiaries based on the needs of normal business activities of business development and production and operation. They are normal businesses, in line with the interests of the company and all shareholders, and have certain necessity.
(II) fairness and rationality of related party transaction pricing
The transactions between the company and its subsidiaries and related parties are conducted in accordance with normal market transaction conditions and comply with business practices. The above transactions follow the principles of openness, fairness and impartiality. Both parties to the transaction will take the market fair price of similar products or services as the pricing basis, and will not deviate from the price or charging standard of an independent third party in principle. If there is no market price for reference, Then both parties agree to determine the specific transaction price by means of cost plus reasonable profit.
Therefore, the transaction pricing method between the company and its subsidiaries and related parties is fair and reasonable, there is no damage to the interests of the company and its shareholders, especially small and medium-sized shareholders, will not affect the operation and independence of the company, and the company will not rely on related parties due to the above related transactions.
(III) continuity of related party transactions
The company and its subsidiaries maintain a relatively stable cooperative relationship with the above related parties. Under the stable development of the company’s business, the related party transactions with the above related parties will continue to exist. 5、 Verification opinions of the recommendation institution
After verification, the recommendation institution believes that:
The expected events of the company’s and its subsidiaries’ daily connected transactions in 2022 have been deliberated and approved by the board of directors and the board of supervisors of the company, and the independent directors have expressed their independent opinions with explicit consent, which comply with the provisions of relevant laws and regulations and perform the necessary legal procedures. The expected events of the company’s daily related party transactions in 2022 are reasonable and necessary, meet the needs of the company’s daily operation, and the pricing principle of related party transactions is fair, which will not affect the independence of the company, damage the interests of the company and shareholders, especially small and medium-sized shareholders, and will not form a great dependence on related parties. The recommendation institution has no objection to the expected events of the company’s daily connected transactions in 2022.
(there is no text on this page, which is the signature page of Sinolink Securities Co.Ltd(600109) on the verification opinions of Shenzhen oceanwide Tonglian Precision Manufacturing Co., Ltd. on the prediction of daily connected transactions in 2022)
Sponsor representative:
Zhu Guomin, Liu Taichuan
