Citic Securities Company Limited(600030)
About Winbo-Dongjian Automotive Technology Co.Ltd(300978)
Verification opinions on the prediction of daily connected transactions in 2022
Citic Securities Company Limited(600030) (hereinafter referred to as ” Citic Securities Company Limited(600030) ” and “recommendation institution”) as a recommendation institution for initial public offering and listing of Winbo-Dongjian Automotive Technology Co.Ltd(300978) (hereinafter referred to as ” Winbo-Dongjian Automotive Technology Co.Ltd(300978) ” and “company”), in accordance with the administrative measures for recommendation business of securities issuance and listing The self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 13 – recommendation business and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies and other relevant provisions have carefully verified the expected matters of daily connected transactions in Winbo-Dongjian Automotive Technology Co.Ltd(300978) 2022, and issued the following verification opinions:
1、 Basic information of daily connected transactions in 2022
(I) overview of related party transactions
Winbo-Dongjian Automotive Technology Co.Ltd(300978) (hereinafter referred to as “the company”) held the 15th meeting of the second board of directors and the 15th meeting of the second board of supervisors on January 22, 2022, deliberated and adopted the proposal on the prediction of daily connected transactions in 2022. It is estimated that the total amount of daily connected transactions between the company and related parties in 2022 will not exceed 22.15 million yuan. Ma Yongtao, a related director, abstained from voting on the proposal, and all independent directors expressed their prior approval opinions and clearly agreed independent opinions on the proposal. This matter is within the approval authority of the board of directors and does not need to be submitted to the general meeting of shareholders for deliberation.
(II) estimated category and amount of daily connected transactions
According to the actual implementation of related party transactions of the company in 2021, the total amount of daily related party transactions between the company and related parties in 2022 is expected to not exceed 22.15 million yuan. The specific estimates are as follows:
Unit: 10000 yuan
Related party transaction related party transaction pricing the original 2022 year as of the disclosure date. If the category content occurred in the previous year, the amount of the estimated amount has occurred
Foshan Yingxun purchasing raw materials
The market price of plastic technology materials and finished products purchased by related parties is 2200.00 54.50 1664.77 Co., Ltd
Foshan Yingxun
Associated sales plastic technology has sales commodity market price of 15.00 – 0.03 limited company
Total 2215.00 1664.80
The estimated period of the above transactions is from January 1, 2022 to December 31, 2022. The related party transactions exceeding the total amount of the above estimated transactions and each estimated transaction amount will perform the approval procedures in accordance with the excess amount and the provisions of relevant laws and regulations, the articles of association and the company’s related party transaction decision-making system. (III) actual occurrence of daily related party transactions in the previous year
Unit: 10000 yuan
Actual related party transactions in 2021 actual related party transactions in 2021 the expected amount of related party transactions in 2021 accounts for the proportion of business generated by the same amount and the expected category content, and the amount difference (%) (%)
Changsha Anchi machinery equipment purchasing materials 5.31 50.00 0.01 -89.38 purchasing goods / Equipment Manufacturing Co., Ltd
Accepting labor services Foshan Yingxun plastic purchasing materials 1664.77 1880.00 1.92 – 11.45 Technology Co., Ltd
Goods sold / Foshan Yingxun plastic sales goods 0.03 15.00 0.00 -99.80 Labor Technology Co., Ltd
Subsidiary Buddha
Mountain hunting cool office rent
Technology Co., Ltd. Guangdong IOT Tianxia gold production and Management Co., Ltd. takes 2.40 6.00 100 – 60.00 as Industrial Park Co., Ltd. fee and water and electricity fee
Lessee’s related lease
Total 1672.51 1951.00 —
Before the prediction of related party transactions in the planned year, the business department has fully evaluated and measured the related party transactions based on the actual occurrence of daily related party transactions and the production and marketing plan of the company’s board of directors. If there is a large difference in the prediction (if applicable), in the actual procurement and sales, Adjusted according to normal business needs. The company’s related party transactions are expected to differ from the actual situation, which belongs to normal business behavior.
The board of directors of the company reviewed and confirmed that the actual situation of the company’s daily connected transactions in 2021 was significantly different from the expected situation, and the procedures were legal and compliant, The explanation of significant differences is in line with the actual situation of the independent directors of the market bank on the daily related party transactions and the actual situation of the company.
Among them, the description (if applicable) that there is a large difference between the daily connected transactions and the expected transactions are the transactions required for the normal operation of the company, which are in line with the actual situation of the company and the market and the provisions of laws and regulations; Related party transactions are fair and impartial, and the transaction price is fair, which does not affect the independence of the company, and there is no behavior that damages the interests of the company and its shareholders, especially small and medium-sized shareholders.
Note: ① for the disclosure index of the above-mentioned related party transactions, please refer to the announcement on the prediction of the company’s daily related party transactions in 2021 disclosed on cninfo.com on April 29, 2021 and the announcement on increasing the expected amount of daily related party transactions in 2021 disclosed on cninfo.com on October 29, 2021.
② The above data have not been audited. The overall implementation of the company’s daily connected transactions in 2021 and the audited data will be disclosed in the company’s 2021 annual report.
2、 Basic information and relationship of related parties
(I) basic information of related parties
1. Enterprise name: Foshan Yingxun Plastic Technology Co., Ltd
2. Unified social credit Code: 914406060567782846
3. Legal representative: Chen Xinxian
4. Company type: limited liability company (invested or controlled by natural person)
5. Registered capital: 2 million yuan
6. Date of establishment: October 30, 2012
7. Address: No. 1, East Road, Jiaogong business district, Lecong Town, Shunde District, Foshan City
8. Business scope: R & D, manufacturing and sales: plastic products (excluding waste plastics), hardware products, leather products, molds and metal products. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
9. Key financial data (Unaudited)
Unit: 10000 yuan
Project December 31, 2021
Total assets 485.51
Net assets 405.14
Project year 2021
Main business income 1719.96
Net profit 97.62
(II) performance capacity
Foshan Yingxun Plastic Technology Co., Ltd. operates normally and has good performance ability and good business integrity.
(III) relationship
Liu Yongcheng, the brother of Liu Shaorong, the spouse of Mr. Ma Yongtao, the controlling shareholder and actual controller of the company, served as the deputy general manager of Foshan Yingxun Plastic Technology Co., Ltd. According to the relevant provisions of the Shenzhen Stock Exchange GEM Listing Rules, Foshan Yingxun Plastic Technology Co., Ltd. is an affiliated legal person of the company.
3、 Main contents of related party transactions
(I) pricing policy and basis
The pricing policy and pricing basis of the transactions between the company and the above related parties are: in accordance with the principles of openness, fairness and impartiality, and determined by both parties through negotiation according to the market price, the transaction price is fair, the transaction conditions are equal, and does not deviate from the price of similar products of an independent third party in the market.
(II) related party transaction agreement
The daily related party transaction agreement of the company in 2022 shall be signed by both parties according to the product supply demand and market conditions.
4、 Purpose of transaction and impact of transaction on the company
The above related party transactions are required to ensure the normal operation and production of the company. They are based on the fair market price and follow the principles of fairness, impartiality and openness. There is no situation that damages the interests of the company and its shareholders. The company will not rely on related parties, affect the independence of the company, or lead to horizontal competition between the company and related parties.
5、 Relevant review comments
(I) opinions of the board of directors
The estimated amount of the company’s daily related party transactions in 2022 is the actual production and operation needs of the company, which is in line with the interests of the company and all shareholders, and there is no damage to the interests of minority shareholders.
(II) prior approval opinions of independent directors
The company provided us with the relevant materials of the proposal on the prediction of daily connected transactions in 2022 and communicated with us; We believe that these related party transactions of the company meet the needs of the company’s normal production and operation, follow the principles of openness, fairness and impartiality, do not harm the interests of the company and shareholders, and comply with the provisions of relevant laws and regulations, normative documents and the articles of association. We agree to submit the above proposal to the board of directors of the company for deliberation.
(III) independent opinions of independent directors
The independent directors believe that the estimated amount of the company’s daily connected transactions in 2022 is required by the company’s actual operation. The company and its connected persons conduct transactions fairly and reasonably according to the market transaction principle, and the pricing of the connected transactions is fair. There is no situation that damages the interests of the company and its shareholders, especially the minority shareholders, and will not have an adverse impact on the company’s sustainable operation ability and independence; When the board of directors of the company deliberated this proposal, the related directors avoided voting, and the deliberation and voting procedures were in line with laws, regulations, normative documents, the articles of association and other relevant provisions. All independent directors agree to this matter.
(IV) opinions of the board of supervisors
The board of supervisors believes that: according to the needs of daily production and operation, the company expects the amount of daily related party transactions with related parties in 2022. The expected daily related party transactions belong to normal business transactions, the procedures are legal, and the transaction price will be jointly determined by both parties in accordance with the market fair pricing principle. There is no situation that damages the rights and interests of minority shareholders and non related shareholders. The above connected transactions are in line with the interests of all shareholders and the provisions of relevant laws, regulations and the articles of association.
6、 Verification opinions of the recommendation institution
After verification, the recommendation institution believes that:
