China Merchants Securities Co.Ltd(600999) about
Wuhan Jingce Electronic Group Co.Ltd(300567)
Confirmation of daily related party transactions in 2021 and daily operational activities in 2022
Expected verification opinions of related party transactions
China Merchants Securities Co.Ltd(600999) (hereinafter referred to as ” China Merchants Securities Co.Ltd(600999) ” and “recommendation institution”) as a recommendation institution for Wuhan Jingce Electronic Group Co.Ltd(300567) (hereinafter referred to as ” Wuhan Jingce Electronic Group Co.Ltd(300567) ” and “company”) to issue shares to specific objects and continuously supervise their listing in 2020, according to the measures for the administration of securities issuance and listing recommendation business Relevant laws, regulations and normative documents such as Shenzhen Stock Exchange GEM Listing Rules (hereinafter referred to as “GEM Listing Rules”), Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 2 – standardized operation of GEM listed companies (hereinafter referred to as “standardized operation of GEM listed companies”), The recommendation institution has verified the expected events of daily operating related party transactions in Wuhan Jingce Electronic Group Co.Ltd(300567) 2022, and the verification results are as follows:
1、 Basic information of daily connected transactions
(I) overview of related party transactions
Due to the needs of daily business, the company and its wholly-owned / holding subsidiaries intend to cooperate with related parties Wuhan clemet environmental equipment Co., Ltd. (hereinafter referred to as “clemet”), Suzhou Keyun Laser Technology Co., Ltd. (hereinafter referred to as “Suzhou Keyun”), Wayne Testing Technology (Wuhan) Co., Ltd. (hereinafter referred to as “Wayne testing”) Kunshan Longyu Intelligent Technology Co., Ltd. (hereinafter referred to as “Kunshan Longyu”), Haining yinuoweite Technology Co., Ltd. (hereinafter referred to as “yinuoweite”) and Zhejiang Zhongling Technology Co., Ltd. (hereinafter referred to as “Zhejiang Zhongling”) have daily operating related party transactions. It is estimated that the total amount of daily related party transactions in 2022 will not exceed 193.52 million yuan, Accounting for 11.05% of the company’s latest audited net assets.
The company held the 41st meeting of the third board of directors on January 24, 2022 to consider the proposal on the prediction of the company’s daily operating related party transactions in 2022. Mr. Peng Qian and Mr. Chen Kai, as affiliated directors, abstained from voting on the proposal, which was adopted by 3 votes in favor, 0 votes against, 0 abstentions and 2 votes in avoidance. According to the provisions of the Wuhan Jingce Electronic Group Co.Ltd(300567) articles of Association (hereinafter referred to as the “articles of association”), this proposal needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation. At that time, the affiliated shareholders of the company will withdraw from voting on this proposal.
(II) category and amount of estimated related party transactions
According to the needs of daily operation, the company has estimated the daily connected transactions in 2022. Specific estimates are as follows:
Unit: Yuan
Related party transactions related party transactions related party transactions content related party transactions fixed and estimated amount of last year’s gold category price principle amount
Acquisition of display, new energy and semiconductors from related parties
Fair market price of high and low temperature environmental test required for purchased products and services clemet test: 15000000 4070353.96
Service inspection box, temperature control system and related
Services, etc
Pin the flat panel display to the related person to show the relevant information in the detection field
Products and services sold clemet equipment and related products and materials at a fair market price of 10000000
Entrusted R & D, services, etc
The fair market price of Suzhou Keyun leased office (including plant) from related parties is 4920000 4513761.48
Rent a house
Purchase related products in the field of laser equipment from related people
Fair market price of purchased products, materials, Suzhou Keyun and materials: 20000000 2135852.88
Material, etc
Pin the flat panel display to the related person to show the relevant information in the detection field
The fair market price of products, materials, Suzhou Keyun products and materials sold is 20000000 8906149.02
Material, etc
The fair market price of Weien test leased plant and office space to related parties is 600000 467317.44
Rent a house
Purchase semiconductor detection equipment and related products from related people
Purchase of products, material Wayne test products, raw materials, entrusted research and development, market price fair 5000000
Materials and services
Selling semiconductor detection equipment and related products to related parties
Sales of products, materials, Wayne test products and materials, entrusted research and development, fair market price 25000000
Materials and services
Purchase automation equipment and tooling fixtures from related people
The fair market price of the purchased products and the original Kunshan Longyu is 20000000 48336.80
Material Science
Pin the flat panel display to the related person to show the relevant information in the detection field
Fair market price of products sold, Kunshan Longyu products and materials, etc. 20000000 109130.13
Materials and services
Pin the flat panel display to the related person to show the relevant information in the detection field
The fair market price of products, materials, enovit equipment and related products and materials sold is 1000000
Entrusted research and development of materials and services, services, etc
Display related industries and
The appearance inspection equipment required for class I is
Selling statistics and related services to related parties; Display phase
The fair market price of products and materials sold in Zhejiang zhonglingguan industry and display optics is 52 million 760000
Material and service testing equipment, systems and related
Services; And all equipment from
Automation requirements, systems and related
Services, etc
Total 193520000 21010901.71
Note 1: as for the above-mentioned house rental from the company to the related party Suzhou Keyun in 2022, the company held the 28th meeting of the third board of directors and the 19th meeting of the third board of supervisors on October 28, 2020, and considered and adopted the proposal on house rental and related party transactions from wholly-owned subsidiaries to related parties, Suzhou Jinglai photoelectric Co., Ltd., a wholly-owned subsidiary of the company, is approved to sign a house lease contract with Suzhou Keyun.
For details, please refer to the company’s announcement on cninfo.com on October 29, 2020（ http://www.cn.info.com.cn. ）Disclosure of Wuhan Jingce Electronic Group Co.Ltd(300567) announcement on house leasing and related party transactions by wholly-owned subsidiaries to related parties (Announcement No.: 2020-143).
Note 2: the company held the 39th meeting of the third board of directors on December 22, 2021, deliberated and approved the proposal on foreign investment and signing the capital increase and equity transfer agreement, and agreed to increase the capital and acquire the equity of Kunshan Longyu with its own capital of 50 million yuan. After the completion of this transaction, the company will become a new shareholder of Kunshan Longyu and hold 20% of its equity. At the same time, Mr. Liu ronghua, deputy general manager of the company, will serve as its director. Therefore, Kunshan Longyu is an affiliated legal person of the company (relevant industrial and commercial changes are still being handled). The transaction between the company and Kunshan Longyu in 2021 in the above table is not a connected transaction.
(III) actual occurrence of daily related party transactions in the previous year
Unit: Yuan
Actual reality
Occurrence of Association
The estimated amount of the actual amount of the related party in the related party transaction is the same as the category capacity on the disclosure date, and the amount of similar estimated and indexed business
Proportional difference
Display, new energy
Purchase the high and low temperature 4070353.96 10000000 0 0.33% – 59.30% for clemet special test from the related and semi-conductor physical examination personnel in February 2021 (announcement product and environmental test box, No.:
Service temperature control system and related services (2021-012)
Rent Suzhou Keyun rental office (including 4513761.48, 4920000, 87.95% – 8.26%) to 10 related people in 2020. May 28 (public housing plant) Room No.: 2020-143)
Purchase of Suzhou Keyun related products and materials 2135852.88 20000000 0.17% – 89.32% from people in the related laser equipment field in February 2021 (no. of announced products and materials: 2021-012)
Sales of Suzhou Keyun related products 8906149.02 300000 0.37% – 70.31% in February 2021 (Announcement No.: 2021-012)
To associate wintes semiconductor detection device
Purchasing T-type meeting preparation and related products
