China Securities Co.Ltd(601066)
About Shenzhen Topband Co.Ltd(002139)
Prediction of daily connected transactions in 2022 and verification opinions on carrying out forward foreign exchange transactions
China Securities Co.Ltd(601066) (hereinafter referred to as ” China Securities Co.Ltd(601066) securities” or “sponsor”) as the sponsor of Shenzhen Topband Co.Ltd(002139) (hereinafter referred to as ” Shenzhen Topband Co.Ltd(002139) ” or “company”) non-public offering of shares in 2021, in accordance with the administrative measures for securities issuance and listing sponsor business and the stock Listing Rules of Shenzhen Stock Exchange In accordance with the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and other laws and regulations, the company performed continuous supervision duties, and verified the company’s daily related party transactions and forward foreign exchange transactions in 2022. The verification results are as follows:
1、 Matters related to daily related party transactions expected by the company in 2022
(I) basic information of daily connected transactions
1. Overview of daily connected transactions
On January 13, 2022, the company held the 19th meeting of the 7th board of directors, deliberated and adopted the proposal on signing the procurement framework agreement with Shenzhen Jizhi optoelectronics Co., Ltd. according to daily business needs, the company, its subsidiaries Shenzhen hexinda Control System Co., Ltd., Huizhou Tuobang Electrical Technology Co., Ltd., Shenzhen Tuobang Lithium Battery Co., Ltd Shenzhen Topbond Supply Chain Service Co., Ltd. (hereinafter referred to as “the company and its subsidiaries”) and Shenzhen Jizhi optoelectronics Co., Ltd. (hereinafter referred to as “jizhiguang”) signed a procurement framework agreement with a total procurement amount of no more than RMB 27 million in 2022. In 2021, the total actual purchase amount of the company and its subsidiaries from jizhiguang was 20.6773 million yuan (tax included, Unaudited).
When voting on the proposal on signing the procurement framework agreement with Shenzhen Jizhi optoelectronics Co., Ltd. at the 19th meeting of the seventh board of directors of the company, affiliated directors Wu Yongqiang and Wu Hang avoided voting, and non affiliated directors adopted the proposal with 7 affirmative votes, 0 negative votes and 0 abstention votes. Independent directors also expressed corresponding independent opinions on the above matters.
Within the approval authority, it is not necessary to submit it to the general meeting of shareholders for deliberation and approval.
2. Category and amount of estimated daily related party transactions
Unit: 10000 yuan
Related party transactions the amount of related party transaction contracts signed has occurred in the previous year as of the disclosure date
Related party transaction category related party content pricing principle or expected amount
(tax included) (tax included) (tax included)
See “pricing 2700.00 86.00 2067.73” in this verification opinion for details of raw materials purchased by jizhiguang
Display device policy and pricing basis
3. Actual occurrence of daily related party transactions in the previous year
Unit: 10000 yuan
Related party transactions actual amount of related party transactions actual amount of related party transactions actual amount in proportion of actual amount and expected amount category related party content amount (tax included) (tax included) similar business difference between expected amount and actual amount (%) Cause of difference
The amount of difference in the purchase of luminescence is 2067.73, 4000.00, 0.32% and 19.3227 million yuan according to the actual purchase of raw materials jizhiguang display devices by the company, and the purchase demand determines the difference proportion of 48.31%
(II) basic information and relationship of related parties
1. Basic information of jizhiguang
Company name: Shenzhen Jizhi optoelectronics Co., Ltd
Legal representative: Wu Yonggang
Registered capital: 500000 yuan
Address: 601 (6 / F), building B9, Dongfang Jianfu Yijing industrial city, Tianliao community, Yutang street, Guangming District, Shenzhen
(8th floor)
Main business: Sales of optoelectronic devices, electronic components, electronic equipment and related products, production of digital tubes
Production (operated with the approval of Shenbao huanpi [2010] No. 680326 environmental protection), sales, goods, technology trade and import and export
Import and export business. (the above items do not include pre-approval and prohibition required by laws, administrative regulations and decisions of the State Council
Project)
Latest financial data of jizhiguang (Unaudited):
Unit: 10000 yuan
Financial indicators January September 2021 / end of September 2021
Total assets 1887.06
Net assets 195.92
Main business income 2087.87
Net profit 58.43
2. Relationship with listed companies
Wu Yonggang holds 100% of the shares of jizhiguang, has a brotherly relationship with Wu Yongqiang, the controlling shareholder and chairman of the company, and has a father son relationship with Wu Hang, the director of the company, which is in line with the provisions of item (IV) of article 6.3.3 and item (II) of article 6.3.6 of the stock listing rules of Shenzhen Stock Exchange.
3. Performance capability analysis
Jizhiguang has normal financial status, production and operation, has certain production delivery and business ability, and has good performance ability. As of the date of issuance of this verification opinion, jizhiguang has not been included in the list of dishonest Executees.
(III) main contents of related party transactions
1. Pricing policy and basis
The pricing policy between the company and its subsidiaries and the above related parties is: if there is a market comparable price, it shall be priced with reference to the market price; When there is no market comparable price, it is priced by cost plus or agreement. 2. Settlement method and payment arrangement
Payment terms: after the products are delivered and accepted, the supplier shall check the accounts on time and issue the national legal VAT invoice within the time agreed by the purchaser, and the purchaser can arrange payment only after seeing the invoice.
Payment method: monthly settlement. The payment period is calculated based on the base date corresponding to the purchaser’s financial bill receipt date. If the supplier fails to reconcile or issue invoices in time, the settlement period shall be automatically postponed on a monthly basis.
3. Signing of related party transaction agreement
The company and its subsidiaries signed the procurement framework agreement with jizhiguang on January 13, 2022, which takes effect from the date of deliberation and approval by the board of directors and is valid until December 31, 2022. It is agreed that the total amount of transactions between the company and its subsidiaries and jizhiguang during the contract period shall not exceed RMB 27 million.
The procurement framework agreement also stipulates terms such as order, price commitment, product acceptance, quality assurance and responsibility, liability for breach of contract, dispute resolution, etc.
(IV) purpose of related party transactions and impact on the company
1. Purpose of related party transactions
Since the light-emitting display devices do not belong to the main raw devices of the company and its subsidiaries, the purchase quantity of each batch is small, which requires the timely and effective cooperation of suppliers. The company and its subsidiaries purchase such raw materials from jizhiguang, which is mainly engaged in light-emitting display devices such as nixie tubes. Under the unified payment conditions, jizhiguang can deliver products to the company and its subsidiaries in time and with good quality, so as to ensure that the normal production progress of the company and its subsidiaries will not be affected.
2. Impact on the company
The above transactions between the company and its subsidiaries and related parties are continuous transactions that normally occur in the process of production and operation. The transactions with related parties are conducive to ensuring the normal production and operation of the company, and the transaction price with related parties is fairly and reasonably determined according to the market conditions, without any behavior damaging the interests of the company and all shareholders.
In 2018, 2019 and 2020, the purchase amount (excluding tax) of the company from jizhiguang was 10.1781 million yuan, 10.3616 million yuan and 15.94 million yuan respectively, accounting for 0.35%, 0.40% and 0.39% of the annual purchase proportion respectively; Therefore, the amount of the above related party transactions is very low, accounting for a very low proportion of the company’s similar businesses. In 2022, the sales amount of the company and its subsidiaries to jizhiguang is expected to account for a small proportion of revenue, which basically has no impact on the company’s business independence, financial status and operating results, and the main businesses of the company and its subsidiaries will not rely on related parties due to such transactions.
(V) prior approval and independent opinions of independent directors
The three independent directors of the company (Huang Yuegang, Hua Xiuping and Li Xumeng) agreed in advance to submit the above connected transactions to the board of directors for deliberation, and expressed the following independent opinions:
The transactions between the company and its subsidiaries and Shenzhen Jizhi optoelectronics Co., Ltd. are normal commercial transactions. The transaction price is determined fairly and reasonably according to the market price, does not violate the principles of openness, fairness and impartiality, does not damage the interests of the company and minority shareholders, and does not have a negative impact on the company’s future financial status, operating results and independence. The board of directors of the company reviewed the legality and compliance of the above related party transactions, and we agreed to the transactions between the company and its subsidiaries and Shenzhen Jizhi optoelectronics Co., Ltd.
(VI) verification opinions of the recommendation institution
After verification, the recommendation institution believes that:
The proposal on signing the procurement framework agreement with Shenzhen Jizhi optoelectronics Co., Ltd. was considered and adopted at the 19th meeting of the seventh board of directors of the company. The related directors have avoided voting, and the independent directors of the company have expressed explicit consent to the above proposal. According to the Listing Rules of Shenzhen Stock Exchange and the articles of association, this proposal does not need to be submitted to the general meeting of shareholders for deliberation. The company has performed the necessary decision-making procedures and complied with the provisions of relevant laws and regulations and the articles of association.
2、 Matters related to the company’s forward foreign exchange trading business
The company held the 19th meeting of the 7th board of directors on January 13, 2022, which deliberated and passed the proposal on developing forward foreign exchange trading business. In order to effectively avoid and prevent foreign exchange market risks, the company plans to carry out forward foreign exchange trading business with a total amount of no more than us $250 million. The details are as follows:
(I) purpose of the company’s forward foreign exchange trading business
From 2018 to January June 2021, the company’s overseas sales revenue accounted for more than 50% of the total main business revenue, mainly settled in US dollars, euros, Hong Kong dollars, Vietnamese Dong, Indian rupees and Japanese yen. Under the background of floating exchange rate between RMB and foreign currency, the company faces certain exchange rate fluctuation risk. The company plans to carry out forward foreign exchange trading business, effectively reduce the risk of exchange fluctuation and lock the transaction cost or income at the future time point through reasonable RMB forward foreign exchange trading.
(II) overview of forward foreign exchange trading business
The forward foreign exchange transaction business to be carried out by the company is the forward foreign exchange settlement and sales business handled in the bank to avoid and prevent exchange rate risk in order to meet the needs of normal production and operation. It refers to signing the forward foreign exchange settlement and sales contract with the bank to agree on the foreign exchange currency, amount, exchange rate and time limit for foreign exchange settlement or sales in the future, and then according to the currency, amount Exchange rate to handle the business of settlement or sale of foreign exchange.
(III) expected forward foreign exchange transactions
1. Forward foreign exchange transaction varieties
The forward foreign exchange trading business proposed by the company is limited to the main settlement currencies used in the company’s production and operation – US dollar, euro, Hong Kong dollar, Vietnamese Dong, Indian rupee and Japanese yen, and carries out foreign exchange trading business with the delivery period matching the predicted collection period and the delivery amount matching the predicted collection amount.
2. Estimated business period
